-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M2a8pZtyfhlg7tFBlxmf84P8+Re3UEGAP9Q3CAD8/nu40mSY1gAwJM8i/mvSfAUn vklNZ/lHrH7JUkmjXzLaiQ== 0001013762-05-001428.txt : 20051101 0001013762-05-001428.hdr.sgml : 20051101 20051101164347 ACCESSION NUMBER: 0001013762-05-001428 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051028 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051101 DATE AS OF CHANGE: 20051101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREAT WEST GOLD, INC. CENTRAL INDEX KEY: 0000802206 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 911363905 STATE OF INCORPORATION: WY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24262 FILM NUMBER: 051170271 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212 672 1878 MAIL ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 FORMER COMPANY: FORMER CONFORMED NAME: WEST AFRICA GOLD INC DATE OF NAME CHANGE: 20040915 FORMER COMPANY: FORMER CONFORMED NAME: ADVEN INC DATE OF NAME CHANGE: 19920703 8-K 1 nov120058k.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): October 28, 2005 GREAT WEST GOLD, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) WYOMING 000-24262 91-1363905 (STATE OR OTHER JURISDICTION OF (COMMISSION FILE NO.) (IRS EMPLOYEE INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) c/o St. James Resource Management Limited 16 Hanover Square London, W1S 1HT, United Kingdom (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) 44 207 408 9451 (ISSUER TELEPHONE NUMBER) (FORMER NAME AND ADDRESS) =============================================================== FORWARD LOOKING STATEMENTS This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively the "Filings") contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, Registrant's management as well as estimates and assumptions made by Registrant's management. When used in the filings the words "anticipate", "believe", "estimate", "expect", "future", "intend", "plan" or the negative of these terms and similar expressions as they relate to Registrant or Registrant's management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant's industry, Registrant's operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Although Registrant believes that the expectations reflected in the forward looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results. ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On October 28, 2005 (the "Effective Date"), pursuant to a Stock Purchase Agreement (the "Agreement") by and among Great West Gold, Inc., a Wyoming corporation ("Great West") and Sentinel Resources, Inc. a Wyoming corporation ("Sentinel"), Great West sold all of its shares of its wholly owned subsidiary, Golden Sierra Limited, to Sentinel in consideration for 200,000,000 shares of the Sentinel common stock. ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS Pursuant to the Agreement, Great West sold all of the outstanding shares of Golden Sierra Limited for a total of 200,000,000 shares of Sentinel's common stock. Western Gold Limited owns 100% of certain mineral rights relating to the Mockingbird, Great West Hall and Pocahontas gold mining prospects in Mohave County, Arizona. The mining title consists of 2,500 acres of mineral rights comprising a number of federal claims with 3 lode deposits and 16 placer deposits, as well as the Mockingbird Claims. Significantly, these include the 4 existing mines Mockingbird, Great West, Hall (Dandy) and Pocahontas, all of which contributed significantly to the past gold production in this important gold producing mining district. Upon completion of the acquisition, Golden Sierra Limited became the sole asset of Sentinel. Pursuant to the Agreement, the 200,000,000 Sentinel shares were issued to Great West in the following manner: 102,000,000 shares to Western Diversified Mining Resources, Inc. a wholly owned subsidiary of Great West and the balance of 98,000,000 shares to the shareholders of Great West Gold. ITEM 8.01 OTHER EVENTS On November 1, 2005, Great West agreed to distribute its 98,000,000 shares of Sentinel Resources, Inc. to its shareholders of record as of November 14, 2005. Such shares shall be issued to the shareholders of record pro rata so that for each share of Great West Gold, Inc. common stock owned on the record date. ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS. (a) Financial Statements of Business Acquired. Not Applicable (b) Pro Forma Financial Information. Not Applicable (c) Exhibits. 10.1 Stock Purchase Agreement dated October 28, 2005 between Sentinel Resources, Inc. and Great West Gold, Inc. 10.2 Project Acquisition Agreement dated October 6, 2005 between Golden Sierra Limited and Searchlight Exploration, LLC. 2 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. GREAT WEST GOLD, INC. By: /s/ Richard Axtell ------------------- Richard Axtell President Dated: November 1, 2005 3 EX-10 2 nov120058k101.txt STOCK PURCHASE AGREEMENT Dated October 28, 2005 by and between SENTINEL RESOURCES, INC. and GREAT WEST GOLD, INC. THIS STOCK PURCHASE AGREEMENT ("Agreement") dated October 28, 2005, is made and entered into by and between Sentinel Resources, Inc., a Wyoming corporation, with its principal office located at c/o St James Resource Management Limited, 16 Hanover Square, London, W1S 1HT, United Kingdom ("Purchaser") and Great West Gold, Inc. ("Seller"). WHEREAS, Seller is the sole shareholder of all of the outstanding shares of Golden Sierra Limited ("Golden"). Golden owns one hundred (100%) percent of certain mineral rights relating to the Mockingbird property in Arizona, USA and consisting of 4 claim groups spread over 2,500 acres in Mohave County. WHEREAS, Seller desire to sell, transfer and assign to Purchaser, and Purchaser desires to purchase and acquire from Seller, all the issued and outstanding shares of Golden ("Shares") on the terms set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I SALE OF SHARES AND CLOSING DATE 1.01 Shares. Subject to the terms and conditions hereinafter set forth, Purchaser hereby agrees to purchase the Shares from Sellers for the Purchase Price (as defined below) and Sellers agree to sell the Shares to Purchaser for the Purchase Price. 1.02 Purchase Price. The purchase price for the Shares shall be 200,000,000 restricted shares of Common Stock of Purchaser to be delivered at the Closing (as that term is defined in paragraph 1.04). The 200,000,000 shares shall be distributed to Seller in the following manner: 102,000,000 to Golden Diversified Mining Resources, Inc., a wholly owned subsidiary of the Seller and the balance of 98,000,000 shares shall be issued to all of the shareholders of the Seller, pro rata, as of November 11, 2005. 1.03 Liabilities. At the Closing, Golden will have no liabilities of any kind or nature other than the obligations listed as part of on Schedule 2.04 ("Liabilities"). To the extent that any other liabilities or obligations of any kind or nature are not covered by Schedule 2.04, exist at Closing or arise after the Closing related only to activities of Golden prior to Closing, Sellers shall indemnify, defend and hold harmless Purchaser from any such liabilities and obligations, including, without limitation, those items listed on Schedule 2.04 ("Retained Liabilities") and any other liabilities the parties mutually agree in writing to be a Retained Liability. 1.04 Closing. The closing of the transaction contemplated herein ("Closing") shall take place on October 31, 2005 in the City of London, United Kingdom, or at such other place as Purchaser and Sellers mutually agree at the Closing. At Closing, the following shall be delivered (the "Closing Documents"): (a) Purchaser shall deliver to Sellers: (i) The payment pursuant to Section 1.02 of this Agreement. (ii) A secretary's certificate (or equivalent) certifying the resolutions of the board of directors of Purchaser which, among other things: (a) approve the execution and delivery of this Agreement and the carrying out of the transactions contemplated hereby; and (b) approve the purchase of the Shares. (b) Sellers shall deliver to Purchaser: (i) Stock Certificate(s) representing all the issued and outstanding shares of capital stock of Golden together with stock powers thereafter duly endorsed in favor of Purchaser. (ii) A good standing for Golden as of the Closing. (iii) An opinion of its counsel in the form attached hereto as Schedule 1.07(b)(v). 1.05 Further Assurances; Post-Closing Cooperation. (a) Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at Purchaser's request and without further consideration, Sellers shall execute and deliver to Purchaser within ten (10) days following such request, as the case may be, such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as Purchaser may reasonably deem necessary or desirable in order more effectively to transfer, convey and assign to Purchaser, and to confirm Purchaser's title to, the Shares and, to the full extent permitted by law, to put Purchaser in actual possession and operating control of Sellers' business and to assist Purchaser in exercising all rights with respect thereto, and otherwise to cause Sellers to fulfill its obligations under this Agreement. (b) Following the Closing, each party will afford the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data relating to its business in its possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party in connection with (i) the preparation of tax returns, (ii) the determination or enforcement of rights and obligations under this Agreement, (iii) compliance with the requirements of any governmental or regulatory authority, (iv) the determination or enforcement of the rights and obligations of any party to this Agreement, or (v) in connection with any actual or threatened action or proceeding. Further each party agrees for a period extending six (6) years after the Closing not to destroy or otherwise dispose of any such books, records and other data unless such party shall first offer in writing to surrender such books, records and other data to the other party and such other party shall not agree in writing to take possession thereof during the ten (10) day period after such offer is made. 2 (c) If, in order properly to prepare its tax returns, other documents or reports required to be filed with governmental or regulatory authorities or its financial statements or to fulfill its obligations hereunder, it is necessary that a party be furnished with additional information, documents or records relating to its business not referred to in paragraph (b) above, and such information, documents or records are in the possession or control of the other party, such other party shall use its best efforts to furnish or make available such information, documents or records (or copies thereof) at the recipient's request, cost and expense. Each party to this Agreement agrees to keep such information confidential. ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLER Seller, hereby jointly and severally, represent and warrant to Purchaser as follows: 2.01 Corporate Existence. Golden is a corporation validly existing and in good standing under the laws of Gibraltar, and has full corporate power and authority to conduct its business and to the extent now conducted. 2.02 Ownership. Seller owns and is conveying to Purchaser all of its rights, title and interests to the Shares, free and clear of all liens, mortgages, pledges, security interests, encumbrances or charges of any kind or description and upon consummation of the transaction contemplated herein good title in the Shares shall vest in Purchaser free of all liens and other charges. Seller represent that it owns all of the issued and outstanding shares in Golden. 2.03 No Conflicts. The execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation of the transaction contemplated hereby, including, without limitation, the sale of the Shares to Purchaser, shall not conflict with or result in the breach of any term or provision of, or violate or constitute a default under any other agreement to which Seller or Golden is a party, or result in the creation of any lien on any of the Shares or Purchaser. This Agreement has been duly and validly executed and delivered by Seller and constitutes, and upon the execution and delivery by Seller of the Closing Documents to which it is a party, such Closing Documents will constitute, legal, valid and binding obligations of Seller enforceable against Seller in accordance with their terms. 2.04 Accuracy and Completeness of Due Diligence Documents. The documents provided to Purchaser in response to Purchaser's due diligence requests, completely and accurately portray the status of business of Golden as of the Closing and do not include a material misstatement or omission of a material fact which would reasonably likely to have a material adverse effect on Golden or their business. Further, the information included in such responses shall be incorporated herein as an affirmative representation and warranty on the part of Sellers. 3 2.05 Claims, Litigation, Disclosure. There is no claim, litigation, tax audit, proceeding or investigation pending or threatened against Seller or Golden, with respect to their business, nor is there a basis for any such claim, litigation, audit, proceeding or investigation. 2.06 Taxes. Except as specifically set forth on Schedule 2.06 (the "Tax Liabilities"), Golden has correctly prepared and timely filed all Federal, state and local tax returns, estimates and reports, and paid all such taxes as and when due. For purposes of this paragraph, taxes shall mean all taxes, charges, fees, levies or other assessments of any kind whatsoever (including, without limitation, income, franchise, sales, use and withholding taxes). On or before the Closing Date, Seller shall pay off and satisfy any of the Tax Liabilities which are then due and payable and provide Purchaser with evidence thereof in form satisfactory to Purchaser and its counsel and have granted a reserve adequate to pay any tax liabilities with respect to the operations of the Golden's business prior to the Closing. ARTICLE III REPRESENTATIONS ,WARRANTIES AND COVENANTS OF PURCHASER Purchaser hereby represents and warrants to Seller as follows: 3.01 Corporate Existence. Purchaser is a corporation validly existing and in good standing under the laws of the State of Wyoming, and has full corporate power and authority to conduct its business and to the extent now conducted. 3.02 Authority. The execution and delivery by Purchaser of this Agreement, and the performance by Purchaser of its obligations hereunder and under the Closing Documents, are duly and validly authorized by Purchaser. This Agreement has been duly and validly executed and delivered by Purchaser and constitutes, and upon the execution and delivery by Purchaser of the Closing Documents to which it is a party, such Closing Documents will constitute, legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their terms. 3.03 No Conflicts. The execution and delivery by Purchaser of this Agreement does not, and the execution and delivery by Purchaser of the Closing Documents to which it is a party, the performance by Purchaser of its obligations under this Agreement and such Closing Documents and the consummation of the transactions contemplated hereby and thereby will not conflict with or result in a violation or breach of any of the terms, conditions or provisions of any agreement Purchaser is a party to. 3.04 Claims, Litigation, Disclosure. There is no claim, litigation, tax audit, proceeding or investigation pending or threatened against Purchaser, with respect to its business which would have a material effect on its ability to satisfactorily perform its duties under this Agreement, nor is there a basis for any such claim, litigation, audit, proceeding or investigation. 4 3.05 Taxes. The Purchaser has correctly prepared and timely filed all Federal, state and local tax returns, estimates and reports, and paid all such taxes as and when due. For purposes of this paragraph, taxes shall mean all taxes, charges, fees, levies or other assessments of any kind whatsoever (including, without limitation, income, franchise, sales, use and withholding taxes). ARTICLE IV CONDITIONS TO OBLIGATIONS OF PURCHASER The obligations of Purchaser hereunder to purchase the Shares are subject to the fulfillment, at or before the Closing Date, of each of the following conditions (all or any of which may be waived in whole or in part by Purchaser in its sole discretion): 4.01 Representations and Warranties. The representations and warranties made by Seller in this Agreement, taken as a whole, shall be true and correct, in all respects material to the validity and enforceability of this Agreement and the Closing Documents and to the condition of the business, on and as of the Closing Date as though made on and as of the Closing or, in the case of representations and warranties made as of a specified date earlier than the Closing, on and as of such earlier date. 4.02 Performance. Seller shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Sellers at or before the Closing. 4.03 Officers' Certificates. Seller shall have delivered to Purchaser two certificates of Seller each dated as of the Closing and executed in the name and on behalf of Seller by the President of the Seller, substantially in the form of Schedule 4.03.1 annexed hereto, and a certificate executed by the Secretary or any Assistant Secretary of Sellers, substantially in the form of Schedule 4.03.2 annexed hereto. ARTICLE V CONDITIONS TO OBLIGATIONS OF SELLER The obligations of Seller hereunder to sell the Shares are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by Sellers in their sole discretion): 5.01 Representations and Warranties. The representations and warranties made by Purchaser in this Agreement, taken as a whole, shall be true and correct in all material respects on and as of the Closing. 5.02 Performance. Purchaser shall have performed and complied with, in all material respects, the agreements, covenants and obligations required by this Agreement to be so performed or complied with by Purchaser at or before the Closing. 5 ARTICLE VI TERMINATION 6.01 Termination. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned: (a) at any time before the Closing, by mutual written agreement of Seller and Purchaser; or (b) at any time before the Closing, by Seller or Purchaser, in the event that any order or law becomes effective restraining, enjoining, or otherwise prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement or any of the Closing Documents, upon notification of the non-terminating party by the terminating party. 6.02 Effect of Termination. If this Agreement is validly terminated pursuant to this Section, this Agreement will forthwith become null and void, and there will be no liability or obligation on the part of Purchaser or Seller (or any of their respective officers, directors, employees, agents or other representatives or Affiliates, as the case may be). ARTICLE VII MISCELLANEOUS 7.01 Notices. All notices, requests and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally or by facsimile transmission or mailed (first class postage prepaid) to the parties at the following addresses or facsimile numbers: If to Purchaser, to: Sentinel Resources, Inc. c/o St James Resource Management Limited 16 Hanover Square London United Kingdom Facsimile No.: + 44 207 900 6723 If to Seller to: Great West Gold, Inc. c/o St James Resource Management Limited 16 Hanover Square London W1S 1HT United Kingdom Facsimile No.: + 44 207 900 6723 with a copy to: Anslow & Jaclin, LLP 195 Route 9, Suite 204 Manalapan, New Jersey 07726 6 All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section, be deemed given upon delivery, (ii) if delivered by facsimile transmission to the facsimile number as provided in this Section, be deemed given upon receipt, and (iii) if delivered by mail in the manner described above to the address as provided in this Section, be deemed given upon receipt (in each case regardless of whether such notice, request or other communication is received by any other Person to whom a copy of such notice, request or other communication is to be delivered pursuant to this Section). Any party from time to time may change its address, facsimile number or other information for the purpose of notices to that party by giving notice specifying such change to the other party hereto. 7.02 Entire Agreement. This Agreement and the Closing Documents supersede all prior discussions and agreements between the parties with respect to the subject matter hereof and thereof and contain the sole and entire agreement between the parties hereto with respect to the subject matter hereof and thereof. 7.03 Expenses. Except as otherwise expressly provided in this Agreement whether or not the transactions contemplated hereby are consummated, each party will pay its own costs and expenses incurred in connection with the negotiation, execution and closing of this Agreement and the Closing Documents and the transactions contemplated hereby and thereby. 7.04 Waiver. Any term or condition of this Agreement may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party waiving such term or condition. No waiver by any party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by law or otherwise afforded, will be cumulative and not alternative. 7.05 Amendment. This Agreement may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each party hereto. 7.06 No Assignment; Binding Effect. Purchaser may not assign its obligations under this Agreement without the express written consent of Sellers. 7.07 Headings. The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof. 7.08 Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof and (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. 7 7.09 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to a contract executed and performed in such State, without giving effect to the conflicts of laws principles thereof. 7.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. 7.11 Dispute Resolution. Any dispute hereunder shall be resolved by arbitration in Reno, Nevada under the rules of the American Arbitration Association and the decision of the arbitrator shall be final and binding on the parties hereto. Any and all costs and expenses associated with actions taken pursuant to this Paragraph 7.11 shall be borne by the non-prevailing party. 8 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officer of each party as of the date first above written. Sentinel Resources, Inc. as Purchaser By: /s/ Richard Mark Axtell ------------------------ Name: Richard Mark Axtell Title: President Great West Gold, Inc. As Seller By: /s/ Richard Mark Axtell ------------------------ Name: Richard Mark Axtell Title: President 9 EX-10 3 nov120058k102.txt ________________________________________________________________________________ AMENDED PROJECT ACQUISITION AGREEMENT BETWEEN GOLDEN SIERRA LIMITED AND SEARCHLIGHT EXPLORATION, LLC. Dated as of October 6, 2005 ________________________________________________________________________________ PROJECT ACQUISITION AGREEMENT This PROJECT ACQUISITION AGREEMENT (this "Agreement"), dated as of October 6, 2005 is made by and between Golden Sierra Limited., a Gibraltar corporation with Registration Number 88708 having offices at c/0 St James Resource Management Limited, 16 Hanover Square, London, W1S 1HT, United Kingdom ("Company") and Searchlight Exploration LLC, an Arizona limited liability company with offices at 9212 Empire Rock Street., Las Vegas, NV 89143 U.S.A. ("Searchlight" or "Claimholder") . 1. Grant of Lease, Purchase Option and 75% Net Profits Interest. In consideration for the sum of US$10,000 to be paid by Company to Claimholder on or before July 1, 2004 (the "Initial Payment"), the further payments of $10,000 to be paid by Company to Claim holder quarterly during the Lease Term ("Quarterly Payments"), 10,000,000 (ten million) shares of restricted common stock of Company and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Claimholder hereby leases the unpatented placer and / or lode mining claims known as the Mockingbird Project (which includes the Great West property) and more particularly described in Exhibit A hereto (the "Property") to Company (the "Lease") and grants to Company a 75% net profits interest and an exclusive irrevocable option (the "Purchase Option") to purchase the Property, each on the terms and conditions set forth below. Provided the Initial Payment has been made, the term of the Lease shall commence on July 1, 2004 and, provided that all Quarterly Payments are made, shall run to and including June 30, 2007 (the "initial term"), with the right of Company at its option to extend the Lease for up to three (3) additional three year terms on the same terms and conditions to and including June 30, 2016 (an "extended term") (the initial and extended terms being hereinafter referred to as the "Lease Term"). Company shall have the right to sooner terminate the Lease pursuant to Section 6 and, subject to Section 15 below, to exercise the Purchase Option pursuant to Section 7 at any time during the Lease Term. The Purchase Option may be exercised by Company only upon the delivery to Claimholder of each of (a) a "positive" feasibility study for the Property, (b) corporate resolution of the Company (and any parent company thereof) evidencing an affirmative production decision for the Property and (c) evidence satisfactory to Claimholder that Company has obtained the financing necessary to develop and operate the Property. Upon transfer of title pursuant to exercise of the Purchase Option, the Lease shall terminate. 2. Title to the Property. A. Claimholder hereby represents and warrants to Company as follows: (i) Claimholder owns or is able to convey a full and undivided interest in and to each of the unpatented mining claims included in the Property as of the date hereof; (ii) To the best of the knowledge, information and belief of Claimholder, all such claims have been validly located and maintained in accordance with all applicable laws and regulations; (iii) All such claims are free and clear of all liens, claims, and encumbrances whatsoever, subject only to the paramount interest of the United States of America and / or the State of Arizona; all taxes, if any, which may be or which may become a lien upon the Property, as of the date hereof, have been paid; 2 (iv) The Property is not in any manner encumbered as a result of any conduct or activity of Claimholder; (vi) Having secured the approval of its sole member to the terms and conditions of this Agreement, Claimholder has full and complete authority to execute this Agreement and to grant the rights herein conferred on Company; and (vii) Claimholder has no knowledge that any of the mining claims comprising the Property are invalid, or that, except for any patented ground lying within the Project Area, there are other senior mining claims in conflict with any of such claims. 3. Lease Payments and Other Payments. A. During the Lease Term, Company shall make the following payments to Claimholder, which shall constitute a portion of the purchase price for the Property: (i) The Initial Payment of $10,000, on or before July 1, 2004; and (ii) The Quarterly Payments each in the amount of $10,000, payable on October 1, January 1, April 1 and July 1 of each year during the Lease Term, commencing with October 1, 2004. (iii) The Quarterly payment due in the amount of US$10,000, payable on April 1, 2005 will be made on October 10, 2005. (iv) The Quarterly payment due in the amount of US$10,000, payable on July 1, 2005 will be made on October 10, 2005. (v) The Quarterly payment due in the amount of US$10,000, payable on October 1, 2005 will be made on October 31, 2005. B. Following Company's exercise of the Purchase Option under Section 7 and resulting termination of the Lease as provided in Section 1, Company shall pay to Claimholder (i) the Claimholder's net profits interest (NPI) under Section 8A and (ii) the Claimholder's net smelter return (NSR) royalty under Section 8B. Company's obligation to make payment under Section 8A and Section 8B shall cease to accrue on the first to occur of (i) completion by Company of mining operations, residual leaching and reclamation in the Project Area or (ii) other decision of Company to terminate operations in the Project Area and, if Claimholder so desires, to reconvey the property to Claimholder once reclamation and other environmental obligations have been satisfied, although this provision shall not relieve Company from its obligation to make payments that accrued prior to such occurrence. C. All payments shall be paid in US$ dollars in immediately available funds. 3 D. Company hereby represents and warrants to Claimholder that it has adequate financial resources to make the payments required under this Section 3, as well as the Work Expenditures required under Section 4. E. Company shall also issue within 10 business days of execution of this Agreement on to Searchlight 10,000,000 (ten million) shares of Company's restricted common stock. The shares shall be validly issued, fully paid and nonassessable. The shares shall be restricted and eligible for resale pursuant to Rule 144 in accordance with said rule. Company, following its initial public offering, shall use its best efforts to comply with its reporting obligations under applicable securities law so as to enable Searchlight to utilize Rule 144 for resale of the shares following the applicable holding period. F. The previous Project Acquisition Agreement between the parties dated January 27, 2004 is hereby terminated and replaced with this Agreement. 4. Work Expenditures. During the Lease Term, until terminated by Company under Section 6 or until the Purchase Option is exercised under Section 7, Company shall make work expenditures ("Work Expenditures") on or for the benefit of the Property in the following amounts: A. The sum of $100,000 on or before June 30, 2006. This is a firm commitment. If Company fails to perform the total amount of such Work Expenditures, Company shall pay Claimholder the deficiency in immediately available funds. B. The sum of $100,000 on or before June 30, 2007. C. The sum of $100,000 on or before June 30 of each year thereafter. Any excess of Work Expenditures in any year shall be carried forward to the succeeding year. If Work Expenditures in any year after the period ended June 30, 2005 are deficient and Company desires to maintain the Lease and Purchase Option in effect, Company shall pay Claimholder in immediately available funds a sum equal to the deficiency in lieu of the Work Expenditure shortfall. For purposes of this Agreement, "Work Expenditures" is defined as sums spent or incurred by Company directly on the Property for exploration and development of the Property, including drilling, geochemical sampling, geophysical or seismic survey, assaying, and ore reserve calculation; metallurgical and engineering analyses; environmental and permitting analyses and activities; feasibility studies; and financing investigations; plus 5% of such direct costs in lieu of headquarters overhead and general and administrative expenditures. 5. Rights and Obligations During Lease Term. The parties shall have the following rights and obligations during the Lease Term: A. Access to Property and Provision of Data. Company shall have full access to the Property to conduct such investigations and examinations as Company may deem desirable and to all information and data in Claimholder's possession and control pertaining to the Property necessary or desirable to enable Company to fully evaluate the Property and its commercial feasibility. Claimholder agrees to cooperate fully with Company in its investigation. 4 B. Activities by Company. Company shall have exclusive possession of the Property, subject to the paramount rights of the United States and / or the State of Arizona with respect to unpatented mining claims included in the Property, and shall have the exclusive right to conduct such exploration, evaluation, and development activities on the Property (including bulk sampling) as Company may desire. Claimholder shall provide at Company's expense all reasonable assistance to Company for the obtaining of any permits, licenses, and third party consents needed for such work. Company shall also have the right to contact the pertinent federal, state, and local permitting agencies, and to negotiate with such agencies. C. Maintenance of Property. Company shall maintain in good standing all unpatented mining claims that comprise the Property. Company shall, as required by the Federal Government with respect to unpatented mining claims on federal lands, perform required assessment work or timely pay all claim maintenance or rental fees and all required property taxes, and shall timely make all filings and recordings in the appropriate governmental offices required in connection with such payments. In the event Claimholder makes any such payment (although it shall have no obligation to do so), Company shall promptly reimburse Claimholder for payment of such holding costs upon receipt by Company of evidence of such payment. Company shall have the right to amend or relocate in the name(s) of Claimholder any unpatented mining claims included in the Property, to locate different types of claims on ground covered by existing claims, and to locate any fractions. D. Sharing of Data. During each year of the Lease Term, Company will share with Claimholder all information (including interpretive and non-interpretive data, subject to typical disclaimers regarding interpretive data and statements that Claimholder may not rely upon the same) obtained from the exploration, evaluation, and development activities pertaining to the Property, including providing a copy of any geological and other principal reports relating to the Property, and will report to Claimholder in writing at least quarterly regarding the progress of the exploration and evaluation work and Work Expenditures made during the period. E. Claimholder Access to Property. Claimholder may have access to the Property at its sole risk on reasonable notice, and shall be entitled to conduct tours of the Property for investor relations and financing activities. Claimholder's exercise of its access rights shall not interfere in any way with Company's operations on the Property, which shall take precedence in the event of any conflict. F. Conduct of Operations by Company at the Property. All of the exploration, development, mining, milling and related work and any other activities which may be performed by Company or its agents or contractors hereunder shall be performed in accordance with all of the terms and conditions of this Agreement and good mining practices, but the timing, nature, manner and extent of any exploration, development or any other operations or activities hereunder shall be in the sole discretion of Company, and there shall be no implied covenant to begin or continue any such operations or activities. G. Indemnity. Except for damages sustained by Claimholder while on the Property pursuant to Section 5F., Company agrees to indemnify and hold Claimholder and its affiliates, and their respective, officers, directors, employees, agents, members, partners and agents harmless from and against any loss, liability, cost, expense or damage (including reasonable attorney's fees) 5 that may be incurred for injury to or death of persons or damage to property, or otherwise, as a result of Company or its agents or contractors conducting any operations on or in connection with the Property. H. Insurance. Company agrees to carry such insurance, covering all persons working at or on the Property for Company, as will fully comply with the requirements of the statutes of the State of Arizona pertaining to worker's compensation and occupational disease and disabilities as are now in force or as may be hereafter amended or enacted. In addition, Company agrees to carry liability insurance with respect to its operations at the Property in reasonable amounts in accordance with accepted industry practices. Company agrees that Claimholder shall be named as an additional insured on all such policies, and agrees to forward to Claimholder certificates of such insurance policies not later than 10 days prior to the date that Company commences any such activities on the Property. Company shall have no right to commence any such activities until such certificates are delivered to Claimholder. I. Compliance with Laws. Company agrees to conduct and perform all of its operations at the Property during the term of this Agreement in compliance with all valid and applicable federal, state and local laws, rules and regulations, including without limitation laws, rules and regulations pertaining to environmental protection, human health and safety, social security, unemployment compensation, wages and hours and conditions of labor, and Company shall indemnify and hold Claimholder harmless from and against any loss, liability, cost, expense or damage (including reasonable attorney's fees) arising from or related to Company's failure to comply with said laws. J. Taxes. During the term of this Agreement, Company shall be responsible for payment of all taxes levied or assessed upon or against the Property, as well as any facilities or improvements located thereon. K. Liens and Encumbrances. Company shall keep title to the Property free and clear of all liens and encumbrances resulting from its operations hereunder; provided, however, that Company may refuse to pay any claim asserted against it which it disputes in good faith. At its sole cost and expense, Company shall contest any suit, demand or action commenced to enforce such a claim and, if the suit, demand or action is decided by a court or other authority of ultimate and final jurisdiction against Company or the Property, Company shall promptly pay the judgment and shall post any bond and take all other action necessary to prevent any sale or loss of the Property or any part thereof. Company shall permit Claimholder to post Notices of Non-Responsibility at the collars of any shafts and in other locations required under Arizona law in order to prevent certain liens from attaching to the Property, and Company shall take all actions reasonably necessary to keep such notices posted in these locations. L. Reclamation and Remediation. Company shall reclaim the Property, to the extent disturbed by Company during the term of this Agreement, in accordance with and as required by applicable federal, state and local laws, rules and regulations. 6. Right to Terminate. A. Termination. 6 (1) By the Company. Company may terminate this Agreement or the Lease at any time at its sole option by giving Claimholder 30 days' prior written notice, upon which all rights and obligations of the parties under this Agreement shall cease, except for any limitation of liability, indemnification, and confidentiality provisions set forth herein; provided, however, that (i) if Company terminates this Agreement after April 1 of any year, Company agrees to pay governmental fees and make all governmental filings necessary to maintain the unpatented mining claims for the assessment year commencing on September 1 next following such notice of termination and (ii) if Company terminates this Agreement or the Lease on or before April 30, 2005, Company shall remain obligated to comply with Section 4A. (2) By Claimholder. In the event that (i) Company shall fail to pay any of its monetary obligations under this Agreement when due and shall not pay same within 14 days following notice thereof by Claimholder or (ii) Company shall fail to perform any of its nonmonetary obligations under this Agreement and shall not cure its failure within 30 days following notice thereof by Claimholder (in each case an "uncured default"), Claimholder may terminate this Agreement upon three days written notice to Company. Termination pursuant to this Section 6.A.(2) shall not excuse Company from any of its obligations which accrued prior to the date of termination, and Claimholder shall retain all of its rights in law or in equity with respect thereto. B. Return of Data. As soon as practicable upon the termination of this Agreement, Company shall return to Claimholder copies of all title, environmental, metallurgical, geological, geophysical, milling and other data concerning the Property and furnished by Claimholder or previous owners of the Property or their agents or consultants to Company. At such time, Company shall also make available to Claimholder for examination and copying all survey maps, drill hole logs, sample locations and assays developed by Company with respect to the Property during the term of this Agreement and not previously made available to Claimholder and shall transfer custody to Claimholder of all drill cores. C. Release. Upon termination of this Agreement, Company will promptly execute and deliver to Claimholder appropriate documents of conveyance releasing and conveying its interest in the Property to Claimholder. D. Surrender of Possession and Removal of Equipment. Upon termination of this Agreement, Company shall surrender possession of the Property, subject to the condition that Company shall have the right at any time within one year (or such longer period as Company can demonstrate is reasonably necessary) after such surrender or termination of this Agreement to (i) complete any reclamation obligations required of Company under this Agreement or by governmental law or regulation and (ii) remove all of its tools, equipment, machinery, supplies, fixtures, buildings, structures and other property erected or placed on such property by Company, excepting only timber, chutes and ladders in place for underground entry and support. Title to such property not removed within the time period set forth above shall, at the election of Claimholder, pass to Claimholder. Alternatively, at the end of the time period set forth above, Claimholder may remove any such property from the Property and dispose of same in a commercially reasonable manner, all at the expense of Company. 7 7. Exercise of Purchase Option. If Company decides to exercise the Purchase Option, upon each of (a) the completion of a "positive" feasibility study for the Property, (b) the making of an affirmative production decision for the Property by Company's and any parent corporation's Boards of Directors and (c) presentation to Claimholder of evidence satisfactory to Claimholder that Company has obtained the financing necessary to develop and operate the Property, Company shall give Claimholder notice thereof. Within 10 days after such notice, Claimholder shall deliver to Company a special warranty deed in form satisfactory to Company transferring title to a 100% interest in the Property, and reserving to Claimholder the net profits interest ("NPI") in production from the Property and the net smelter returns royalty ("NSR"), each as set forth in Section 8 below, and Company shall deliver to Claimholder the sum of $10.00. 8. Claimholder NPI and NSR Royalty. A. Claimholder NPI. Upon completion of the payments under Section 3.A., Company shall have a 75% NPI in the Property and Claimholder shall have a 25% NPI in the Property. Upon termination of this Lease (other than as a result of Company's exercise of its Purchase Option, Company's NPI shall be reduced permanently to zero (-0-%) and Claimholder's shall be increased permanently to 100%. For purposes of Claimholder's and Company's respective NPI, "Net Profits" shall be calculated pursuant to generally accepted accounting principles in the United States of America, provided, however, that the calculation of net profits shall not include any benefit or loss from price hedging and price protection arrangements conducted by or on behalf of Company and, provided, further, that Company shall be entitled to deduct from revenues only the following percentages of total operating costs in lieu of headquarters overhead and headquarters general and administrative expenses: 3% during the development/construction stage of operations and 1% during the mining and processing stage of operations and, provided, further, that no deduction shall be made for depletion or depreciation. Claimholder's NPI shall be a fully carried interest, and Claimholder shall not be required to fund any expenses relating to the Property or its exploration , development, production or reclamation. B. Net Smelter Returns Royalty. In addition to Claimholder's NPI, Claimholder hereby reserves a five (5%) percent net smelter returns royalty ("NSR Royalty") for all commodities produced. For purposes of this Agreement, the "net smelter return" is defined as the amount of money which the smelter or refinery, as the case may be, pays the Company for the commodity based on the then current spot price of the commodity, with deductions for costs associated with further processing but without deductions for taxes, calculated on an FOB mine site basis. C. Payable in Kind; Payable Quarterly. Claimholder may elect to receive in kind its NPI or its NSR Royalty (as described below). Both royalties shall be payable quarterly. 8 9. "Project Area" / Area of Interest. If either party or if any affiliate of a party, or any officer, director, employee, partner, member or agent thereof, now has or hereafter acquires any property interest within the boundaries of Twp 26N Range 21W, GSRBM, Arizona, or within one mile of the perimeter of such boundaries (but excepting patented ground owned or acquired by the McIntyre / Bauman New Jersey Trust) (the "Project Area"), such party shall give prompt notice to the other party and such property interests shall, at the option of the other party, exercised within 45 days after notice of such acquisition by the acquiring party, become part of the Property and become subject to this Agreement (the "Additional Property. If Company does not exercise the Purchase Option and the Lease is terminated, Claimholder shall have the right to retain any Additional Property acquired by Company at no cost to Claimholder. 10. Cross - Indemnity. Each party ("Indemnifying Party") agrees to defend, indemnify and hold harmless the other party, its successors, affiliates, assigns, officers, directors and employees, members, partners and agents ("Indemnitees") from and against any and all claims, actions suits, losses, liabilities, damages, assessments, judgments, costs and expenses, including reasonable attorney's fees, arising out of or pertaining to (i) any breach by the indemnifying party of any representation, warranty or obligation under this Agreement or (ii) any activities conducted by the Indemnifying Party or its agents on the Property. 11. Assignment. Neither party may assign its rights and obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided, however, that Claimholder may assign its interest at any time after May 31, 2004 to a third party without the consent of Company if such third party agrees to assume all of Claimholder's obligations under this Agreement, and provided further that Company may assign its interest to an affiliated company or a successor without the consent of Claimholder, provided that the assignee agrees to assume all of Company's obligations under this Agreement and has a tangible net worth no less than that of Company prior to the assignment. 12. Governing Law. Consent to Jurisdiction. This Agreement shall be governed by the laws of the State of Arizona, excluding any conflicts of laws principles. Each party consents to the exclusive jurisdiction and venue of the federal and state courts sitting in Mohave County, Arizona, U.S.A. over any dispute, claim, lawsuit or proceeding arising from or pertaining to this Agreement, and waives any argument that such courts are an "inconvenient forum." 13. Affiliated Companies. Each party shall take such actions as may be necessary to cause its affiliates to comply with the obligations contemplated herein. "Affiliate" of a party means any person, partnership, joint venture, corporation, or other form of enterprise that directly or indirectly controls, is controlled by, or is under common control with, the party. 14. Notices. All notices required or permitted to be given hereunder shall be in writing and shall be delivered to the parties by personal delivery, registered or certified mail, facsimile transmission, or express delivery service at the addresses set forth below, or to such other address as the parties may later designate by like notice to each other: 9 Company: Golden Sierra Limited C/o St James Resource Management Limited 16 Hanover Square London W1S 1HT UNITED KINGDOM Attn: Stephen C Lumb Searchlight: Searchlight Exploration LLC 9212 Empire Rock Street Las Vegas, NV 89143 U.S.A. Phone: 702.396-5292 FAX: 702.396-2347 Attn: Frederick C. Bauman All notices required or permitted to be given hereunder shall be deemed to have been given on the date of actual receipt. 15. Rule Against Perpetuities. Anything in this Agreement to the contrary notwithstanding, Company may not exercise its Purchase Option, which shall thereupon become null and void, later than 21 years after the end of the life of the last to survive of Frederick C. Bauman, Barbara McIntyre Bauman, John B. McIntyre, Betty M. McIntyre, Gail Neyland, John Neyland, George Hyatt and James Bauman, who are locators of claims owned or being explored by Searchlight. 16. Dollars. All dollar ($) amounts used in this Agreement or any Exhibit or Schedule hereto are U.S. $ Dollars. 17. Other Business Opportunities. This Agreement is, and the rights of the parties are, strictly limited to the matters set forth herein. Subject to the provisions of Section 9 relating to Additional Property in the Project Area, the parties shall have the free and unrestricted right to independently engage in and receive the full benefits of any and all business ventures of any sort whatever, whether or not competitive with the matters contemplated hereby, without consulting the other or inviting or allowing the other to participate therein. 18. Confidentiality. Except as set forth in Section 20, the parties hereto agree to treat all data, reports, records and other information developed under this Agreement and applicable to the Property as confidential, and unless any party is required by any law, rule, regulation or order to disclose any of such information, it shall not be disclosed to any person other than consultants, contractors or potential investors or assignees, without the written agreement of both parties, which will not unreasonably be withheld. 10 19. Memorandum for Recording. Simultaneous with the receipt by Claimholder of the all payments pursuant to Section 3.A., the parties agree to execute for recording purposes a written Short Form of Exploration and Development Lease / Option Agreement, setting forth the basic terms and conditions of this Agreement as necessitated or permitted by Arizona law. 20. Public Announcements. Disclosure of information relating to this Agreement or the Property may be made by either party if such information is required to be disclosed to any federal, state, provincial or local government or appropriate agencies and departments thereof or if such information is required by law, stock exchange rule or regulation to be publicly announced. Otherwise, public announcements or reports by either party of information relating to this Agreement or the Property shall be made only on the basis of agreed texts upon the prior written consent of the other party, which consent shall not unreasonably be withheld. Each of Claimholder and Company accordingly agrees that it will, not less than forty-eight hours in advance of making public any information referred to in the preceding sentence, give the other party written notice of the text of the proposed report and provide the non-disclosing party with the opportunity to object to the form and content thereof before the same is issued. The non-disclosing party shall respond within forty-eight hours of receipt of such notice, or its silence will constitute a waiver of objection to the terms of the proposed text. 21. Waiver; Amendment. Any of the terms or conditions of this Agreement may be waived at any time by the party which is entitled to the benefit thereof, but such waiver must be in writing and signed by the party granting the waiver. No such waiver shall affect or impair the right of the waiving party to require observance, performance or satisfaction of any other term or condition thereof. Any of the terms or provisions of this Agreement may be amended or modified at any time, but only in a writing signed by each of the parties hereto. 22. Severability. In the event that any one or more of the provisions contained in this Agreement or in any other instrument or agreement contemplated hereby shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any such other instrument or agreement. 23. Attorney's Fees. In the event of any controversy, claim or dispute between the parties hereto, arising out of or pertaining to this Agreement or the breach thereof, the prevailing party shall be entitled to recover from the losing party reasonable expenses, attorney's fees and costs. 24. Further Assurances. At the request of either party, the parties shall execute and deliver any further instruments, agreements, documents or other papers reasonably requested by either party to effect the purposes of this Agreement and the transactions contemplated hereby. 25. Counterparts. This Agreement may be executed in multiple counterparts, and all such counterparts taken together shall be deemed to constitute one and the same instrument. 26. No Brokers or Finders. Each party represents and warrants to the other party that, all negotiations relative to this Agreement and the transactions contemplated hereby have been carried on by it in such manner as not to give rise to any valid claim against either party, or any third party, for a brokerage commission, finder's fee or other fee or commission arising by reason of the transactions contemplated by this Agreement. 11 IN WITNESS WHEREOF, the parties hereto, through their duly authorized representative, have executed and delivered this Agreement as of the day and year first above written. SEARCHLIGHT EXPLORATION LLC, an Arizona limited liability company By /s/ Frederick A. Bauman ----------------------- Frederick C. Bauman Manager and sole member GOLDEN SIERRA LIMITED, A Gibraltar corporation By : /s/ Stephen Craig Lumb ---------------------- Name: Stephen Craig Lumb Title: Director 12 Exhibit A Mockingbird Project Weaver Mining District Mohave County, Arizona Original Claim Block
Claim AMC# Recording Info Township / Range / Section Date Located Acreage - ----- ----- -------------- -------------------------- ------------ ------- Mockingbird#2 AMC350565 Bk 3155, p. 813 T26N R21W Sec 22 9/4/1998 20 Amended Bk 4248, p. 337 10/20/2002 Dandy#1 AMC350569 Bk 3155, p. 821 T26N R21W Sec 27 9/4/1998 20 Amended Bk 4253, p. 385 10/20/2002 Great West#1 AMC350573 Bk 3155, p. 829 T26N R21W Sec 27 9/4/1998 20 Amended Bk 3155, p. 829 10/20/2002 MP#1 AMC355248 Bk 3667, p. 236 T26N R21W Sec 15 1/22/2001 160 MP#2 AMC355249 Bk 3667, p. 238 T26N R21W Sec 14, 23 1/22/2001 160 MP#3 AMC355250 Bk 3667, p. 240 T26N R21W Sec 22 1/22/2001 156 MP#4 AMC355251 Bk 3667, p. 242 T26N R21W Sec 22 1/22/2001 160 MP#5 AMC355252 Bk 3667, p. 244 T26N R21W Sec 22 1/22/2001 160 MP#6 AMC355253 Bk 3667, p. 246 T26N R21W Sec 23 1/22/2001 160 MP#7 AMC355254 Bk 3667, p. 248 T26N R21W Sec 28 1/22/2001 160 MP#8 AMC355255 Bk 3667, p. 250 T26N R21W Sec 27 1/22/2001 160 MP#9 AMC355256 Bk 3667, p. 252 T26N R21W Sec 27 1/22/2001 160 MP#10 AMC355257 Bk 3667, p. 254 T26N R21W Sec 26 1/22/2001 160 MP#11 AMC355258 Bk 3667, p. 256 T26N R21W Sec 26 1/22/2001 160 MP#12 AMC355259 Bk 3667, p. 258 T26N R21W Sec 26 1/22/2001 160 MP#13 AMC355607 Bk 3807, p. 537 T26N R21W Sec 14, 15 7/14/2001 160 MP#14 AMC355355 Bk 3697, p. 828 T26N R21W Sec 35 3/10/2001 160 MP#15 AMC355608 Bk 3807, p. 539 T26N R21W Sec 22 7/14/2001 144 MP#16 AMC355609 Bk 3807, p. 541 T26N R21W Sec 27 7/14/2001 120 Lode Claims located September 2004 Claim AMC# Recording Info Township / Range / Section Date Located Acreage - ------------- -------- -------------- -------------------------- ------------ ------- Mockingbird#1 AMC362718 Bk 5195, p. 78 T26N R21W Sec 22 9/2/2004 20 Mockingbird#2A AMC362719 Bk 5195, p. 80 T26N R21W Sec 22 9/2/2004 20 Mockingbird#3 AMC362720 Bk 5195, p. 82 T26N R21W Sec 22 9/2/2004 20 Mockingbird#4 AMC362721 Bk 5195, p. 84 T26N R21W Sec 22 9/2/2004 20 Mockingbird#5 AMC362722 Bk 5195, p. 86 T26N R21W Sec 22 9/2/2004 20 Mockingbird#6 AMC362723 Bk 5195, p. 88 T26N R21W Sec 22 9/2/2004 20 Mockingbird#7 AMC362724 Bk 5195, p. 90 T26N R21W Sec 22 9/2/2004 20 Mockingbird#8 AMC362725 Bk 5195, p. 92 T26N R21W Sec 22 9/2/2004 20 Mockingbird#9 AMC362726 Bk 5195, p. 94 T26N R21W Sec 22 9/2/2004 20 Mockingbird#10 AMC362727 Bk 5195, p. 96 T26N R21W Sec 22 9/2/2004 20 Mockingbird#11 AMC362728 Bk 5195, p. 98 T26N R21W Sec 22 9/2/2004 20 Mockingbird#12 AMC362729 Bk 5195, p. 100 T26N R21W Sec 22 9/2/2004 20 Mockingbird#13 AMC362730 Bk 5195, p. 102 T26N R21W Sec 22 9/2/2004 20 Mockingbird#14 AMC362731 Bk 5195, p. 104 T26N R21W Sec 22 9/2/2004 20 Mockingbird#15 AMC362732 Bk 5195, p. 106 T26N R21W Sec 22 9/2/2004 20 Mockingbird#16 AMC362733 Bk 5195, p. 108 T26N R21W Sec 15 9/2/2004 20 Mockingbird#17 AMC362734 Bk 5195, p. 110 T26N R21W Sec 15 9/2/2004 20 Mockingbird#18 AMC362735 Bk 5195, p. 112 T26N R21W Sec 22 9/2/2004 20 Mockingbird#19 AMC362736 Bk 5195, p. 114 T26N R21W Sec 15 9/2/2004 20 Mockingbird#20 AMC362737 Bk 5195, p. 116 T26N R21W Sec 15 9/2/2004 20 Mockingbird#21 AMC362738 Bk 5195, p. 118 T26N R21W Sec 15 9/2/2004 20 Dandy#1A AMC362739 Bk 5195, p. 120 T26N R21W Sec 27 9/2/2004 20 Dandy#2 AMC362740 Bk 5195, p. 122 T26N R21W Sec 27 9/2/2004 20 Dandy#3 AMC362741 Bk 5195, p. 124 T26N R21W Sec 27 9/2/2004 20 Dandy#4 AMC362742 Bk 5195, p. 126 T26N R21W Sec 27 9/2/2004 20 Dandy#5 AMC362743 Bk 5195, p. 128 T26N R21W Sec 27 9/2/2004 20 Great West#1A AMC362744 Bk 5195, p. 130 T26N R21W Sec 27 9/2/2004 20 Great West#2 AMC362745 Bk 5195, p. 132 T26N R21W Sec 27 9/2/2004 20 Great West#3 AMC362746 Bk 5195, p. 134 T26N R21W Sec 26 9/2/2004 20 Great West#4 AMC362747 Bk 5195, p. 136 T26N R21W Sec 27 9/2/2004 20 13 Lode Claims located October 2004 (former Anaconda claim block) Claim AMC# Recording Info Township / Range / Section Date Located Acreage - ----- ---------- -------------- -------------------------- ---------- ------- MOC 2 AMC#364164 Bk 5264 Pg 429 T26N R21W Sec 26 10/17/2004 20 MOC 3 AMC#364165 Bk 5264 Pg 431 T26N R21W Sec 26 10/17/2004 20 MOC 10 AMC#364172 Bk 5264 Pg 445 T26N R21W Sec 26 10/17/2004 20 MOC 12 AMC#364174 Bk 5264 Pg 449 T26N R21W Sec 26 10/17/2004 20 MOC 13 AMC#364175 Bk 5264 Pg 451 T26N R21W Sec 26 10/17/2004 20 MOC 14 AMC#364176 Bk 5264 Pg 453 T26N R21W Sec 26 10/17/2004 20 MOC 15 AMC#364177 Bk 5264 Pg 455 T26N R21W Sec 26 10/17/2004 20 MOC 16 AMC#364178 Bk 5264 Pg 457 T26N R21W Sec 26 10/17/2004 20 MOC 17 AMC#364179 Bk 5264 Pg 459 T26N R21W Sec 26 10/17/2004 20 MOC 18 AMC#364180 Bk 5264 Pg 461 T26N R21W Sec 26 10/17/2004 20 MOC 19 AMC#364181 Bk 5264 Pg 463 T26N R21W Sec 26 10/17/2004 20 MOC 20 AMC#364182 Bk 5264 Pg 465 T26N R21W Sec 26 10/17/2004 20 MOC 21 AMC#364183 Bk 5264 Pg 467 T26N R21W Sec 26 10/17/2004 20 MOC 22 AMC#364184 Bk 5264 Pg 469 T26N R21W Sec 23, 26 10/17/2004 20 MOC 23 AMC#364185 Bk 5264 Pg 471 T26N R21W Sec 23 10/17/2004 20 MOC 24 AMC#364186 Bk 5264 Pg 473 T26N R21W Sec 23 10/17/2004 20 MOC 25 AMC#364187 Bk 5264 Pg 475 T26N R21W Sec 23 10/17/2004 20 MOC 26 AMC#364188 Bk 5264 Pg 477 T26N R21W Sec 23 10/17/2004 20 MOC 27 AMC#364189 Bk 5264 Pg 479 T26N R21W Sec 23 10/17/2004 20 MOC 28 AMC#364190 Bk 5264 Pg 481 T26N R21W Sec 23 10/17/2004 20 MOC 30 AMC#364191 Bk 5264 Pg 483 T26N R21W Sec 23 10/17/2004 20 MOC 32 AMC#364192 Bk 5264 Pg 485 T26N R21W Sec 23 10/17/2004 20 MOC 33 AMC#364193 Bk 5264 Pg 487 T26N R21W Sec 26 10/17/2004 20 MOC 38 AMC#364194 Bk 5264 Pg 489 T26N R21W Sec 26 10/17/2004 20 MOC 39 AMC#364195 Bk 5264 Pg 491 T26N R21W Sec 23 10/17/2004 20 MOC 40 AMC#364196 Bk 5264 Pg 493 T26N R21W Sec 23 10/17/2004 20 MOC 41 AMC#364197 Bk 5264 Pg 495 T26N R21W Sec 23 10/17/2004 20 MOC 42 AMC#364198 Bk 5264 Pg 497 T26N R21W Sec 23 10/17/2004 20 MOC 43 AMC#364199 Bk 5264 Pg 499 T26N R21W Sec 23 10/17/2004 20 MOC 45 AMC#364200 Bk 5264 Pg 501 T26N R21W Sec 23 10/17/2004 20 MOC 47 AMC#364201 Bk 5264 Pg 503 T26N R21W Sec 23 10/17/2004 20 MOC 49 AMC#364202 Bk 5264 Pg 505 T26N R21W Sec 23 10/17/2004 20 Mockingbird 22 AMC364210 Bk 5264 Pg 521 T26N R21W Sec 26 10/17/2004 20 Mockingbird 23 AMC364211 Bk 5264 Pg 523 T26N R21W Sec 26 10/17/2004 20 Mockingbird 24 AMC364212 Bk 5264 Pg 525 T26N R21W Sec 26 10/17/2004 20 Mockingbird 25 AMC364213 Bk 5264 Pg 527 T26N R21W Sec 26 10/17/2004 20 Mockingbird 26 AMC364214 Bk 5264 Pg 529 T26N R21W Sec 26 10/17/2004 20
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