EX-10.6 3 exhibit106ssrmining-amendi.htm EX-10.6 Document

Execution Copy


AMENDING AGREEMENT NO. 5

dated as of

JUNE 7, 2021

among

SSR MINING INC.

as Borrower and
THE LENDERS PARTIES HERETO

as Lenders and
CANADIAN IMPERIAL BANK OF COMMERCE

as Administrative Agent, Sole Lead Arranger, Sole Bookrunner and Issuing Bank and
BANK OF MONTREAL and THE BANK OF NOVA SCOTIA

as Co-Syndication Agents




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13079711.17    SSR Amending Agreement No. 5



AMENDING AGREEMENT NO. 5


THIS AMENDING AGREEMENT NO. 5 (this “Amending Agreement”) is made as of June 7, 2021 between SSR Mining Inc., as borrower, the lenders party thereto and Canadian Imperial Bank of Commerce, as administrative agent.

WHEREAS:

A.Reference is made to the credit agreement dated as of August 4, 2015 between, inter alios, SSR Mining Inc. (formerly Silver Standard Resources Inc.), as borrower (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), and Canadian Imperial Bank of Commerce, as administrative agent (the “Administrative Agent”), as amended by amending agreement no. 1 dated as of May 31, 2016, amending agreement no. 2 dated June 8, 2017, amending agreement no. 3 dated January 21, 2020 and amending agreement no. 4 dated June 3, 2020 (collectively, the “Credit Agreement”).

B.The Borrower, the Lenders and the Administrative Agent wish to amend the Credit Agreement on the terms and conditions set out herein.

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the mutual covenants and agreements contained in this Amending Agreement and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows:

ARTICLE 1 INTERPRETATION

1.1One Amending Agreement. This Amending Agreement amends the Credit Agreement. This Amending Agreement and the Credit Agreement shall be read, interpreted, construed and have effect as, and shall constitute, one agreement with the same effect as if the amendments made by this Amending Agreement had been contained in the Credit Agreement as of the date of this Amending Agreement.

1.2Defined Terms. In this Amending Agreement, unless something in the subject matter or context is inconsistent:

(a)terms defined in the description of the parties or in the recitals have the respective meanings given to them in the description or recitals, as applicable;

(b)Amended Credit Agreement” means the Credit Agreement, as amended by this Amending Agreement; and

(c)all other capitalized terms have the respective meanings given to them in the Amended Credit Agreement.



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1.3Headings. The headings of the Articles and Sections of this Amending Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation of this Amending Agreement.

1.4References. All references to Articles, Sections, Exhibits and Schedules, unless otherwise specified, are to Articles, Sections, Exhibits and Schedules of the Credit Agreement.

ARTICLE 2 AMENDMENTS

2.1Co-Syndication Agents. The Borrower hereby appoints Bank of Montreal and The Bank of Nova Scotia to act, and Bank of Montreal and The Bank of Nova Scotia hereby agree to act, as co-syndication agents with respect to the Credit (in such capacities, the “Co-Syndication Agents”). Each of the Co-Syndication Agents will perform the duties and exercise the authority customarily performed and exercised by it in the foregoing roles, provided that, for the avoidance of doubt, the Co-Syndication Agents shall have no duties or obligations under the Amended Credit Agreement.

2.2Deleted Definitions. The definition of “Utilization Percentage” in Section 1.1 is deleted in its entirety.

2.3New Definitions. The following definitions are added to Section 1.1 in alphabetical order:

Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

Bail-In Legislation” means:

(a)with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule; and

(b)with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their respective Affiliates (other than through liquidation, administration or other insolvency proceedings).

EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial


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institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent;

EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

Erroneous Payment” has the meaning assigned to it in Section 8.13(a).
Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 8.13(d).
Erroneous Payment Impacted Facilities” has the meaning assigned to it in Section 8.13(d).
Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 8.13(d).
Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 8.13(d).
Fifth Amendment Date” means June 7, 2021.
Insolvent Lender” means any Lender that (a) has been adjudicated as, or determined by an Governmental Authority having regulatory authority over such Person or its assets to be, insolvent, (b) becomes the subject of an insolvency, bankruptcy, dissolution, liquidation or reorganization proceeding, or (c) becomes the subject of an appointment of a receiver, receiver and manager, monitor, trustee or liquidator under the Bank Act (Canada) or any applicable bankruptcy, insolvency or similar law now existing or hereafter enacted; provided that a Lender shall not be an Insolvent Defaulting Lender (i) solely by virtue of the ownership or acquisition by a Governmental Authority of an instrumentality thereof of any Equity Securities in such Lender or a parent company thereof, or (ii) due to an Undisclosed Administration.

Payment Recipient” has the meaning assigned to it in Section 8.13(a).
Resolution Authority” means, with respect to an EEA Financial Institution, an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain Affiliates of such credit institutions or investment firms.



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UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution

Undisclosed Administration” means, in relation to a Lender or its direct or indirect parent company, the appointment of an administrator, provisional liquidator, conservator, receiver, receiver manager, trustee, custodian, or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender or such parent company is subject to home jurisdiction, if applicable law requires that such appointment not be disclosed.
Write-Down and Conversion Powers” means:

(a)with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described EU Bail-In Legislation Schedule; and

(b)with respect to the United Kingdom, any powers of the applicable UK Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

2.4Applicable Margin. The definition of “Applicable Margin” in Section 1.1 is deleted in its entirety and replaced with the following:

Applicable Margin” means the applicable rate per annum, expressed as a percentage, set out in the relevant column and row of the table below, based on the Net Leverage Ratio as at the most recent Quarterly Date with respect to which the Borrower has delivered financial information to the Administrative Agent pursuant to Section 5.1(1).




Row


Net Leverage Ratio
B/A Borrowing, LIBO Rate Loan or Financial Letter of Credit

Canadian Prime Loan or Base Rate Loan
Non- Financial Letter of Credit



Standby Fee
1
≤ 1.0x
200 bps
100 bps
133.33 bps
40.0 bps
2
>1.0x and ≤1.5x
225 bps
125 bps
150 bps
45.0 bps
3
>1.5x and ≤ 2.5x
250 bps
150 bps
166.67 bps
50.0 bps
4
≥2.5x
300 bps
200 bps
200 bps
60.0 bps


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As of the Fifth Amendment Date, the Applicable Margin shall be the margin provided for in Row 1 of the above grid; provided that the Applicable Margin with respect to any B/A Borrowing outstanding on the Fifth Amendment Date shall remain the Applicable Margin in effect prior to the Fifth Amendment Date until the rollover or conversion of such B/A Borrowing. Thereafter, the Applicable Margin shall change (to the extent necessary, if any) on the first Business Day following the next last date on which the financial statements and Compliance Certificate of the Borrower are required to be delivered to the Administrative Agent pursuant to Section 5.1(1) to reflect any change in the Net Leverage Ratio effective as of the date of such financial statements, based upon the financial statements for the immediately preceding Rolling Period, or if such day is not a Business Day, then the first Business Day thereafter. Notwithstanding the foregoing, if at any time the Borrower fails to deliver financial statements and the certificate of the Borrower as required by Section 5.1(1) on or before the date required pursuant to Section 5.1(1) (without regard to grace periods), the Applicable Margin shall be the highest margins provided for in the above grid from the date such financial statements are due pursuant to Section 5.1(1) (without regard to grace periods) through the date the Administrative Agent receives all financial statements and certificates that are then due pursuant to Section 5.1(1), at which time the Applicable Margin shall again be set out in accordance with the above grid.

2.5Contract Period. The definition of “Contract Period” in Section 1.1 is amended by deleting “or, if available, as determined by the Administrative Agent in good faith, six months” and adding “or” after “two months”.

2.6Credit. The definition of “Credit” in Section 1.1 is amended by deleting the reference to U.S.$75,000,000” and replacing it with “U.S.$200,000,000”.

2.7Defaulting Lender. The definition of “Insolvent Defaulting Lender” is deleted in its entirety, and all references thereto replaced with “Insolvent Lender”. The definition of “Defaulting Lender” in Section 1.1 is amended by deleting clause (e) thereof in its entirety and replacing it with the following:

(e)    an Insolvent Lender

2.8Governmental Authority. The definition of “Governmental Authority” in Section 1.1 is deleted in its entirety and replaced with the following:

Governmental Authority” means the Government of Canada, any other nation or any political subdivision thereof, whether provincial, state, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank, fiscal or monetary authority or other authority regulating financial institutions, and any other entity or supra-national body exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including the Bank Committee on Banking Regulation and Supervisory Practices of the Bank of International Settlements, the European Union and the European Central Bank.





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2.9Interest Period. The definition of “Interest Period” in Section 1.1 is amended by deleting “, 2,” in the first sentence of such definition.

2.10Maturity Date. The definition of “Maturity Date” in Section 1.1 is amended by deleting the reference to “June 8, 2021” and replacing it with “June 8, 2025”.

2.11Permitted Repayment. The definition of “Permitted Repayment” in Section 1.1. is amended by deleting the word “and” at the end of clause (d) thereof and replacing it with “or”.

2.12Secured Hedge Arrangement. The definition of “Secured Hedge Arrangement” in Section 1.1 is amended by deleting the final sentence thereof and replacing it with the following:

For the avoidance of doubt, (i) any Hedge Arrangement entered into by a Credit Party with a Person before such Person is a Lender or Lender Affiliate or after such Person ceases to be a Lender or Lender Affiliate shall not be a Secured Hedge Arrangement, and
(ii) any Secured Hedge Arrangement shall continue as such notwithstanding that such Person ceases to be a Lender or a Lender Affiliate.
2.13Secured Liabilities. The definition of “Secured Liabilities” in Section 1.1 is amended by deleting the language in the second parenthesis in its entirety and replacing it with the following:

(including Secured Cash Management Obligations, Secured Hedge Obligations and Erroneous Payment Subrogation Rights)

2.14Tangible Net Worth Floor. The definition of “Tangible Net Worth Floor” in Section
1.5is amended by:

(a)deleting reference to “July 31, 2015” in clause (a) and replacing it with “March 31, 2021”;

(b)deleting reference to “August 1, 2015” in clause (b) and replacing it with “April 1, 2021”.

2.15Accordion. Section 2.1(2)(c)(iv) is amended by deleting reference to “$25,000,000” and replacing it with “$100,000,000”.

2.16Upfront Fee. Subsection 2.10(2) is deleted in its entirety and replaced with the following:

(2)    Upfront Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender an upfront fee equal to 0.40% of such Lender’s Commitment, such fee to be earned and payable on the Fifth Amendment Date.

2.17Alternate Rate of Interest. Section 2.12(2) is deleted in its entirety and replaced with the following:

(2)    LIBO Rate Replacement.




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(a)Replacing LIBO Rate. On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of the LIBO Rate’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-month, 3-month, 6-month and 12-month LIBO Rate tenor settings. On the earlier of (i) the date that all Available Tenors of the LIBO Rate have either permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative and (ii) the Early Opt-in Effective Date, if the then-current Benchmark is the LIBO Rate, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Loan Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.

(b)Replacing Future Benchmarks. Upon the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans.

(c)Benchmark Replacement Conforming Changes. In connection with the implementation and administration of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.




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(d)Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.12(2), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.12(2).

(e)Unavailability of Tenor of Benchmark. At any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or the LIBO Rate), then the Administrative Agent may remove any tenor of such Benchmark that is unavailable or non-representative for Benchmark (including Benchmark Replacement) settings and (ii) the Administrative Agent may reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings.
(g)    Certain Defined Terms. As used in this Section 2.12(2):

Available Tenor” means, as of any date of determination and with respect to the then- current Benchmark, as applicable, (x) if the then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (y) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.
Benchmark” means, initially, the LIBO Rate; provided that if a replacement of the Benchmark has occurred pursuant to this Section 2.12(2) titled “Benchmark Replacement Setting”, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.
Benchmark Replacement” means, for any Available Tenor:
(a)For purposes of clause (a) of this Section 2.12(2), the first alternative set forth below that can be determined by the Administrative Agent:
(i)the sum of: (i) Term SOFR and (ii) 0.11448% (11.448 basis points) for an Available Tenor of one-month’s duration, 0.26161% (26.161 basis points) for an Available Tenor of three-months’ duration, and 0.42826% (42.826 basis points) for an Available Tenor of six- months’ duration, or





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(ii)the sum of: (i) Daily Simple SOFR and (ii) the spread adjustment selected or recommended by the Relevant Governmental Body for the replacement of the tenor of the LIBO Rate with a SOFR-based rate having approximately the same length as the interest payment period specified in clause (a) of this Section 2.12(2); and
(b)For purposes of clause (b) of this Section 2.12(2), the sum of (i) the alternate benchmark rate and (ii) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Administrative Agent and the Borrower as the replacement for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body, for U.S. Dollar-denominated syndicated credit facilities at such time;
provided that, if the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
Benchmark Transition Event” means, with respect to any then-current Benchmark other than the LIBO Rate, the occurrence of a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark, the regulatory supervisor for the administrator of such Benchmark, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, announcing or stating that
(a)such administrator has ceased or will cease on a specified date to provide all Available Tenors of such Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark or (b) all Available Tenors of such Benchmark are or will no longer be representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored.


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Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.
Early Opt-in Effective Date” means, with respect to any Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Required Lenders.
Early Opt-in Election” means the occurrence of:
(a)a notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the other parties hereto that at least five currently outstanding U.S. Dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and
(b)the joint election by the Administrative Agent and the Borrower to trigger a fallback from the LIBO Rate and the provision by the Administrative Agent of written notice of such election to the Lenders.
Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the LIBO Rate.
Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.
SOFR” means a rate per annum equal to the secured overnight financing rate for such Business Day published by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org (or any successor source for the secured overnight financing rate identified as such by the administrator of the secured overnight financing rate from time to time).
Term SOFR” means, for the applicable corresponding tenor, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.
2.18Defaulting Lenders. Section 2.21 is amended by deleting clause (b) thereof in its entirety and replacing it with the following:


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(b)    The Commitment of such Defaulting Lender shall not be included in determining whether all Lenders or the Required Lenders have taken or may take any action hereunder (including any consent to any amendment or waiver pursuant to Section 9.2); provided that any waiver or amendment (i) which affects such Defaulting Lender differently than other Lenders generally, or (ii) described in Section 9.2(a), (b) or (c) that affects such Defaulting Lender, shall in each case require the consent of such Defaulting Lender;

2.19Pension Plans. Section 3.1(11) is deleted in its entirety and replaced with the following:

(11)Pension Plans and Benefit Plans. All Pension Plans are duly registered under the Income Tax Act, applicable pension standards legislation and any other applicable Laws which require registration and, to the best of the Borrower’s knowledge, no event has occurred which could reasonably be expected to cause the loss of such registered status. As of the Closing Date, Schedule 3.1(11) describes each Benefit Plan and lists the name and registration number of each Pension Plan, none of which are Defined Benefit Plans. Except as could not reasonably be expected to have a Material Adverse Effect, the Pension Plans have each been administered, funded and invested in accordance with the terms of the particular plan, all applicable Laws including, where applicable, the Income Tax Act and pension standards legislation, and the terms of all applicable collective bargaining agreements. All material obligations of each of the Credit Parties (including fiduciary, funding, investment and administration obligations) required to be performed in connection with the Pension Plans and the funding agreements therefor have been performed on a timely basis. All employee and employer payments, contributions (including “normal cost”, “special payments” and any other payments in respect of any funding deficiencies or shortfalls) required to be withheld, made, remitted or paid to or in respect of each Pension Plan and all other amounts that are due to the pension fund of any Pension Plan from a Credit Party or an Affiliate have been withheld, made, remitted or paid on a timely basis in accordance with the terms of such plans, any applicable collective bargaining agreements, and all applicable Laws. Any assessments owed to the Pension Benefits Guarantee Fund established under the Pension Benefits Act (Ontario), or other assessments or payments required under similar legislation in any other jurisdiction, in respect of any Pension Plan have been paid when due. No event has occurred which could reasonably be expected to give rise to a partial or full termination of any Defined Benefit Plan. No event has occurred or is reasonably expected to occur that could trigger or otherwise require immediate or accelerated funding in respect of any Defined Benefit Plan. Each Defined Benefit Plan is funded on a solvency basis, going concern basis and wind-up basis (using actuarial methods and assumptions which are consistent with the actuarial valuations last filed for the particular plan with the applicable Governmental Authorities to the extent required by applicable Laws). Except as disclosed in Schedule 3.1(11), none of the Pension Plans, the Benefits Plans or the Credit Parties or any of their respective Affiliates is subject to the United States Employee Retirement Income Security Act of 1974, as amended. Notwithstanding the foregoing, to the extent one or more Pension Plans to which a Credit Party makes contributions but does not sponsor or



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administer, the aforementioned representations are to the best of the Borrower’s knowledge.
2.20Intellectual Property Rights. Section 3.1(19) is deleted in its entirety and replaced with the following:

(19)    [Intentionally Deleted.]

Schedule 3.1(19) and the reference thereto in the Table of Contents is deleted in its entirety.

2.21Interest Coverage Ratio. Section 5.1(12)(a) is amended by deleting reference to “4.00” and replacing it with “3.00”.

2.22Know Your Customer. The following Section 5.1(24) is added to Section 5.1 in numerical order:

5.1(24)    Know Your Customer. As soon as reasonably practicable following the request of the Administrative Agent or any Lender, the Borrower shall provide any documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including AML Legislation, the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) and OFAC.

2.23Asset Dispositions. Section 6.1(5) is deleted in its entirety and replaced with the following:

(5)Asset Dispositions. The Borrower shall not, and shall not permit any other Credit Party to, make any Asset Disposition, except where the aggregate book value of the subject matter of all Asset Dispositions in any Fiscal Year would not exceed an amount equal to 5% of the Tangible Net Worth as at the beginning of such Fiscal Year; provided that:

(a)the sale of a direct or indirect interest in the San Luis Project, the Chinchillas Project, the Pitarrilla Project or the Pirquitas Project (or any portion thereof);
(b)the sale of any or all net smelter return royalties, other royalties or other participating interests owned on the Fifth Amendment Date by any Credit Party in respect of properties (or production therefrom) owned or held by Persons (other than any other Credit Party); and
(c)the sale of deferred cash consideration payments in an aggregate amount not to exceed US$20,000,000 owing to the Borrower pursuant to sale transactions entered into prior to the Fifth Amendment Date;
shall not be included in determining such cap, such that any sales referred to in above paragraphs (a), (b) and (c) are unrestricted.
2.24Investments. Section 6.1(6)(g) is deleted in its entirety and replaced with the following:

(g)Investments made:



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(i)in the Argentine Subsidiaries since the Second Amendment Date; and

(ii)in the Alacer Subsidiaries since the Fifth Amendment Date; in an aggregate amount of up to U.S.$100,000,000; or
2.25Restricted Payments. Section 6.1(9)(g) is deleted in its entirety and replaced with the following:

(f)the Borrower may make any other Restricted Payment if following such Payment the Net Leverage Ratio would be no greater than 2.50:1.00; and
2.26Pension Plan Compliance. Section 6.1(12) is deleted in its entirety and replaced with the following:

(12)Pension Plan Compliance. The Borrower shall not, and shall not permit any other Credit Party to:
(d)terminate any Defined Benefit Plan which could reasonably be expected to result in a material liability of a Credit Party;
(e)establish, sponsor, maintain, contribute to, or otherwise incur liability under any Defined Benefit Plan, unless consented to by the Required Lenders;
(f)fail to withhold, make, remit or pay when due or permit any other Credit Party to fail to withhold, make, remit or pay when due any employee or employer payments, contributions (including “normal cost”, “special payments” and any other payments in respect of any funding deficiencies or shortfalls) to or in respect of any Pension Plan pursuant to the terms of the particular plan, any applicable collective bargaining agreement or applicable Law; or
(g)contribute to or assume an obligation to contribute to any “multi-employer pension plan” as such term is defined in the Pension Benefits Act (Ontario) or any similar plan under pension standards legislation in another jurisdiction unless the Borrower’s only obligation in respect of such plan is to remit current service contributions as set forth in the applicable collective bargaining agreement.
2.27Erroneous Payments. The following Section 8.13 is added to Article 8 in numerical order:

8.13    Erroneous Payments by the Administrative Agent.

(1)Clawback. If the Administrative Agent notifies a Lender or other Secured Party, or any Person who has received funds on behalf of a Lender or other Secured Party under or pursuant to any of the Loan Documents (any such Lender, other Secured Party or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient


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from the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted or paid to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, other Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent, and such Lender or other Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than three Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of (x) in respect of an Erroneous Payment in
U.S. Dollars, the Federal Funds Effective Rate, in respect of an Erroneous Payment in Canadian Dollars or any other currency at a fluctuating rate per annum equal to the overnight rate at which Canadian Dollars or funds in the currency of such Erroneous Payment, as the case may be, may be borrowed by the Administrative Agent in the interbank market in an amount comparable to such Erroneous Payment (as determined by the Administrative Agent) and (y) a rate determined by the Administrative Agent in accordance with banking industry rules or prevailing market practice for interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this Section 8.13(1) shall be conclusive, absent manifest error.

(2)Error Designation. Without limiting the immediately preceding Section 8.13(1), each Lender or other Secured Party, or any Person who has received funds on behalf of a Lender or other Secured Party under or pursuant to any of the Loan Documents, hereby further agrees that if
it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender or Secured Party, or other such recipient, otherwise becomes aware was




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transmitted, paid, or received, in error or by mistake (in whole or in part) in each case:
(h)(i) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent express written confirmation from the Administrative Agent to the contrary) or (ii) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(i)such Lender or other Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 8.13(2).

(3)Set-off. Each Lender or other Secured Party hereby authorizes the Administrative Agent to set-off, net and apply any and all amounts at any time owing to such Lender or other Secured Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender or other Secured Party from any source, against any amount due to the Administrative Agent under immediately preceding Section 8.13(1) or under the indemnification provisions of this Agreement.

(4)Assignment. In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with the immediately preceding Section 8.13(1), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time:

(i)such Lender shall be deemed to have assigned its Loans (but not any of its Commitments) under any of the applicable Facilities with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Facilities”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not any of its Commitments) of the Erroneous Payment Impacted Facilities, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the



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Administrative Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption with respect to such Erroneous Payment Deficiency Assignment;

(ii)the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment;

(iii)upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and any of its Commitments which shall survive as to such assigning Lender; and

(iv)the Administrative Agent may reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment.

Subject to Section 9.4, the Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and, upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender under any of the Facilities and such Commitments under such Facilities shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Lender or other Secured Party under the applicable Loan Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).
(5)Indebtedness Satisfaction. The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Indebtedness owed by the Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with



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respect to the amount of such Erroneous Payment that is, comprised of or corresponds to funds received by the Administrative Agent from (i) the Borrower or any other Loan Party or (ii) the proceeds of realization from the enforcement of one or more of the Loan Documents against or in respect of one or more of the Loan Parties; provided that, in each case, such funds were received by the Administrative Agent for the purpose of discharging Indebtedness.

(6)Waiver of Defences. To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including waiver of any defense based on “discharge for value”, “good consideration” for the Erroneous Payment or change of position by such Payment Recipient, any defense that the intent of the Administrative Agent was that such Payment Recipient retain the Erroneous Payment in all events, or any doctrine or defense similar to any of the foregoing.

(7)Survival. Each party’s obligations, agreements and waivers under this Section 8.13 shall survive the resignation or replacement of the Administrative Agent, or any assignment or transfer of rights or obligations by, or the replacement of, a Lender or an Affiliate thereof the termination of the Commitments and/or the repayment, satisfaction or discharge of all Indebtedness (or any portion thereof) under any Loan Document.

(8)Affiliates. For purposes of this Section 8.13, each Lender:
(i)agrees it is executing and delivering this Agreement with respect to this Section 8.13 both on its own behalf and as agent for and on behalf of its Affiliates referred to in this Section 8.13 and any Person receiving funds under or pursuant to any of the Loan Documents on behalf of such Lender or any of such Affiliates;

(ii)represents, warrants, covenants and agrees that its Affiliates referred to in this Section 8.13 and any Person receiving funds under or pursuant to any of the Loan Documents on behalf of such Lender or any of such Affiliates are bound by the provisions of this Section 8.13; and

(iii)agrees that any matter or thing done or omitted to be done by such Lender, its Affiliates, or any Person receiving funds under or pursuant to any of the Loan Documents on behalf of such Lender or any of such Affiliates which are the subject of this Section 8.13 will be binding upon such Lender and such Lender does hereby



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indemnify and save the Administrative Agent and its Affiliates harmless from any and all losses, expenses, claims, demands or other liabilities of the Administrative Agent and its Affiliates resulting from the failure of such Lender, its Affiliates or such Persons to comply with their obligations under and in respect of this Section 8.13, in each case.

(9)No Borrower Liability. Except pursuant to an Erroneous Payment Deficiency Assignment or the exercise of any Erroneous Payment Subrogation Rights (or any equivalent equitable subrogation rights), the Borrower shall not have any liability to the Agent for any Erroneous Payment or any interest, loss, cost or damages related there to arising therefrom under any provision of this Agreement or any other Loan document or under any legal principle or theory, whether arising by law or in equity.

2.28Lender Pledge of Security. Section 9.4(7) is amended by deleting the reference to “Federal Reserve Bank” and replacing it with “FRBNY or any other central banking authority”.

2.29Confidentiality. Section 9.15 is amended by deleting the word “or” at the end of clause
(h) and adding the following immediately before the final “.”:

; (j) to their applicable insurers and credit risk support providers, or (k) as required thereby, to their third party administration, settlement and similar service providers.

2.30Bail-In of EEA Financial Institutions. Article 9 is amended by adding the following Section 9.21 in numerical order:

9.21    Acknowledgement and Consent to Bail-In of Affected Financial Institutions.

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b)the effects of any Bail-In Action on any such liability, including, if applicable:

(i)a reduction in full or in part or cancellation of any such liability;

(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or


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otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

2.31Exhibit B. The Calculation Worksheet appended to Exhibit B is amended by replacing the paragraph below the table named “Tangible Net Worth” with the following:

(required to be no less than 75% of U.S.$883,000,000 plus 50% of Net Income calculated on a cumulative basis from and after April 1, 2021 until the most recent Quarterly Date.). In calculating cumulative Net Income for the purposes of this definition, no deduction shall be made in respect of Net Income for any Fiscal Quarter which is less than nil.
2.32Schedule 2.1. Schedule 2.1 is amended by replacing the Lender Commitments chart with the following:

Lender    Commitment

Canadian Imperial Bank of Commerce The Bank of Nova Scotia
Bank of Montreal Royal Bank of Canada ING Capital LLC         Total

U.S$60,000,000 U.S.$45,000,000 U.S.$45,000,000 U.S.$25,000,000 U.S.$25,000,000 U.S.$200,000,000
2.33Representation Schedules. Schedules 3.1(3), 3.1(9), 3.1(10), 3.1(11), 3.1(16) 3.1(17),
3.1(21), 3.1(26), 3.1(27), 3.1(28), 3.1(32), and 3.1(34) are deleted in their entirety and replace with the corresponding schedules attached hereto.

2.34Schedule 9.1. Schedule 9.1 is amended by deleting “kurt.foellmer@scotiabank.com” from the table titled “Lender and Issuing Bank Contact Information” and replacing it with “ian.stephenson@scotiabank.com”.

2.35Post-Closing Deliverables. The Borrower agrees to deliver to the Administrative Agent:

(c)an amendment and restatement of the Nevada law Deed of Trust, Security Agreement, Assignment of Production, Rents and Leasehold Interests, Financing Statement and Fixture Filing dated August 4, 2015 among Marigold Mining Company, Stewart Title Company and Canadian Imperial Bank of Commerce to increase the amount secured thereby to U.S.$500 million (the “NV Deed Amendment”);


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(d)a legal opinion from Nevada counsel to the Borrower with respect to the NV Deed Amendment, together with customary supporting materials;

(e)First Supplemental Demand Debenture dated August 31, 2016 from SGO Mining Inc. (formerly Claude Resources Inc.) in favour of Canadian Imperial Bank of Commerce to increase the amount secured thereby to Cdn.$750 million (the “SK Debenture Amendment”);

(f)confirmation of the filing of the SK Debenture Amendment in the instrument registry maintained by the Mineral Tenure Office, Resource Development, Ministry of Energy and Resources and the filing of the SK Assignment of Lease Amendment with the Ministry of Environment;

(g)a legal opinion from Saskatchewan counsel to the Borrower with respect to the SK Debenture Amendment, together with customary supporting materials;

(h)with respect to any bank or deposit account maintained with any Person that is not a Lender, either (a) confirmation of its closure, or (b) a blocked account agreement between such Person, the applicable Credit Party, and the Administrative Agent; and

(i)confirmation from Holland & Hart LLP that its title reports of March 19, 2019 and March 24, 2020 with respect to newly acquired portions of the Marigold Project can be relied upon by the Administrative Agent;

in each case within 60 (or in the case of clause (f) above only, 120) days of the date hereof and in form and substance satisfactory to the Administrative Agent, acting reasonably. The obligations of the Borrower under this Section 2.35 shall constitute Post-Closing Requirements and be subject to Section 5.1(8)(b) in all respects. For the avoidance of doubt, the Borrower shall be deemed to be in compliance with Section 6.1(16) with respect to all bank and deposit accounts existing on the date hereof while the period in which to satisfy the undertaking set out in clause
(f) above remains unexpired.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1Confirmation of Representations. The Borrower represents and warrants that, as at the date of this Amending Agreement and assuming that the amendments made to the Credit Agreement by this Amending Agreement have become effective:

(j)this Amending Agreement and the Confirmation appended hereto has been duly authorized, executed and delivered by each of the signatory Credit Parties;

(k)the Credit Agreement as amended hereby, constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditor’s rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;


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(l)no Default or Event of Default has occurred and is continuing; and

(m)the representations and warranties contained in Article 3 (other than those that are made particular to a specific date) are true and correct as if made on the date hereof.

ARTICLE 4 CONDITIONS

4.1Conditions Precedent. This Amending Agreement shall become effective on the date upon which there has been receipt by the Administrative Agent of:

(n)a counterpart of this Amending Agreement executed by each party hereto;

(o)a counterpart of the Confirmation appended to this Amending Agreement, executed by each Guarantor;

(p)an amendment to the GSA to update debtor information, conform with this Amending Agreement and add certain minimums to the notice provisions (the “BC GSA Amendment”) executed by each party thereto;

(q)a legal opinion of Stikeman Elliott LLP with respect to British Columbia law matters, together with customary supporting materials;

(r)payment of an Administrative Agent of such fees as agreed in a fee letter dated as of the date hereof; and

(s)payment of all legal fees invoiced to date by counsel for the Administrative Agent.

For the avoidance of doubt, upon and regardless of the date on which such conditions precedent are met, the effective date of this Amending Agreement will be as of June 7, 2021.

ARTICLE 5 GENERAL

5.1Authorization. The Lenders hereby irrevocably authorize and direct the Administrative Agent to execute and deliver the BC GSA Amendment, the NV Deed Amendment and the SK Assignment of Lease Amendment, in each case in such form as it may approve.

5.2Confirmation. Except as specifically stated herein, the Credit Agreement and the other Loan Documents shall continue in full force and effect in accordance with the provisions thereof. All Secured Liabilities under the Credit Agreement shall be continuing with only the terms thereof being modified as provided in this Amending Agreement, and this Amending Agreement shall not evidence or result in a novation of such Secured Liabilities.

5.3Interpretation. All references to the “this Agreement” or the “Credit Agreement” and all similar references in any of the other Loan Documents shall hereafter include, mean and be a



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reference to the Amended Credit Agreement without any requirement to amend such Loan Documents. This Amending Agreement shall constitute a “Loan Document” under, and as defined in, the Credit Agreement.

5.4Binding Nature. This Amending Agreement shall enure to the benefit of and be binding upon the Borrower, the Lenders and the Administrative Agent and their respective successors and permitted assigns.

5.5Severability. Any provision of this Amending Agreement which is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of this Amending Agreement, all without affecting the remaining provisions of this Amending Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

5.6Conflicts. If, after the date of this Amending Agreement, any provision of this Amending Agreement is inconsistent with any provision of the Credit Agreement, the relevant provision of this Amending Agreement shall prevail.

5.7Governing Law. This Amending Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

5.8Counterpart and Facsimile. This Amending Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amending Agreement by telecopy, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amending Agreement.

[signatures on the following pages]






















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IN WITNESS WHEREOF the undersigned has caused this Amending Agreement to be duly executed as of the date set out on the first page.


CANADIAN IMPERIAL BANK OF COMMERCE,
as Lender and Administrative Agent



image_1a.jpg
By:     
Name:    Peter Rawlins
Title:    Managing Director



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By:     
Name: Mark Saraiva
Title:    Executive Director






























SSR Amending Agreement No.5





S-2


IN WITNESS WHEREOF the undersigned has caused this Amending Agreement to be duly executed as of the date set out on the first page.


THE BANK OF NOVA SCOTIA,
image_3a.jpgas Lender and Co-Syndication Agent

By:     
Name:    Ian Stephenson
Title:    Managing Director



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By:      Name: Monik Vora
Title:    Associate Director

































SSR Amending Agreement No. 5





S-3


IN WITNESS WHEREOF the undersigned has caused this Amending Agreement to be duly executed as of the date set out on the first page.


BANK OF MONTREAL,
image_5a.jpgas Lender and Co-Syndication Agent

By:     
Name:    Ben Rough
Title:    Director



By:      Name:
Title:

































SSR Amending Agreement No. 5





S-4


IN WITNESS WHEREOF the undersigned has caused this Amending Agreement to be duly executed as of the date set out on the first page.


ROYAL BANK OF CANADA,
image_6a.jpgas Lender
By:      Name: Stam Fountoulakis
Title:    Authorized Signatory




By:      Name:
Title:

































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S-5


IN WITNESS WHEREOF the undersigned has caused this Amending Agreement to be duly executed as of the date set out on the first page.


ING CAPITAL LLC,
as Lender


image_7a.jpg
By:      Name: Remko van de Water
Title: Managing Director
image_8a.jpg
By:      Name: Remco Meeuwis
Title: Director

































SSR Amending Agreement No. 5





S-6


IN WITNESS WHEREOF the undersigned has caused this Amending Agreement to be duly executed as of the date set out on the first page.

SSR MINING INC.
image_9a.jpg

By:     
Name:    Alison White
Title:    Executive Vice President and Chief Financial Officer













































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S-7



CONFIRMATION

Each undersigned Guarantor acknowledges and irrevocably consents to the terms of the Amending Agreement. Each undersigned Guarantor further represents, warrants, and confirms to the Agent, for the benefit of each Secured Party, that:
(t)the Group Guarantee and the guarantees and indemnities granted thereunder continue in full force and effect in accordance with their terms notwithstanding the Amending Agreement and the amendments to the Credit Agreement effected thereby;
(u)such guarantees and indemnities extend to the indebtedness, liabilities and obligations of the Borrower under the Amended Credit Agreement;
(v)the Security Documents and the Liens granted thereunder continue in full force and effect in accordance with their terms notwithstanding the Amending Agreement and the amendments to the Credit Agreement effected thereby;
(w)the secured liabilities described in the Security Documents include indebtedness, liabilities and obligations arising under or in relation to the Amended Credit Agreement, and the Liens granted thereunder extend thereto; and
(x)all references to the “this Agreement” or the “Credit Agreement” and all similar references in any of the other Loan Documents shall hereafter mean and be a reference to the Amended Credit Agreement without any requirement to amend such Loan Documents.

Dated:    of      On behalf of:
SSR MINING INC.    SSR DURANGO, S.A. DE C.V.



image_11.jpgimage_11.jpg
Name:    Name:
Title:    Title:
SILVER STANDARD CANADA HOLDINGS LTD. SILVER STANDARD US HOLDINGS INC. SILVER STANDARD MARIGOLD INC. INTERTRADE METALS CORP.
INTERTRADE METALS LIMITED PARTNERSHIP, by its
general partner, INTERTRADE METALS CORP. SILVER STANDARD VENTURES
INC. MARIGOLD MINING COMPANY SGO MINING INC. PUNA OPERATIONS
INC. 0694758 B.C. LTD.


image_11.jpg
Name:
Title:
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SCHEDULE 3.1(3) GOVERNMENTAL APPROVALS; NO CONFLICTS


Nil.





SCHEDULE 3.1(5) LITIGATION


1.On January 27, 2015, the Borrower received a Notice of Reassessment (“NOR”) from the Canada Revenue Agency (“CRA”) in the amount of approximately C$41.4 million plus interest of C$6.6 million related to the tax treatment of the 2010 sale of shares of the Borrower’s subsidiary that owned and operated the Snowfield and Brucejack projects. The CRA has asserted that the sale was on account of income and not capital, as the Borrower recorded it. In order to appeal the reassessment, the Borrower was required to make a minimum payment of 50% of the reassessed amount claimed by the CRA under the NOR plus interest accrued to the date of the NOR. On February 26, 2015, the Borrower paid the required C$24.1 million ($19.2 million) to the CRA. On April 20, 2015, the Borrower filed a Notice of Objection with the CRA and plans on filing, if necessary, a Notice of Appeal with the Tax Court of Canada.
2.Mina Pirquitas, LLC (“MPLLC”) entered into a fiscal stability agreement (the “Fiscal Agreement”) with the Federal Government of Argentina in 1998 for production from the Pirquitas mine. In December 2007, the National Customs Authority of Argentina (Dirección Nacional de Aduanas) levied an export duty of approximately 10% from concentrate for projects with fiscal stability agreements pre-dating 2002 and the Federal Government has asserted that the Pirquitas mine is subject to this duty. MPLLC has challenged the legality of the export duty applied to silver concentrate and the matter is currently under review by the Federal Court (Jujuy) in Argentina. The Federal Court (Jujuy) granted an injunction in the MPLLC’s favor effective September 29, 2010 that prohibited the Federal Government from withholding the 10% export duty on silver concentrate (the “Injunction”), pending the decision of the courts with respect to the MPLLC’s challenge of the legality of the application of the export duty. The Injunction was appealed by the Federal Government but upheld by each of the Federal Court of Appeal (Salta) on December 5, 2012 and the Federal Supreme Court of Argentina on September 17, 2013. The Federal Government also appealed the refund MPLLC claimed for the export duties paid before the Injunction, as well as matters of procedure related to the uncertainty of the amount reclaimed; however, on May 3, 2013, such appeal was dismissed by the Federal Court of Appeal (Salta). In September 2014, the Federal Tax Authority in Argentina filed an application with the Federal Court (Jujuy) to lift the Injunction and requiring payment of the export duty and payment of applied interest charges. MPLLC filed a response to such application on October 14, 2014 and a decision is pending.
In accordance with the Injunction, MPLLC has not been paying export duties on silver concentrate but the Borrower continues to accrue export duties in its consolidated financial statements. At March 31, 2015, the Borrower has accrued a liability totaling $59.2 million for export duties with no accrual for interest charges, and has recorded a corresponding increase in cost of sales in the relevant period. The application of interest charges is uncertain, but if applied from the date each duty was levied, such charges are estimated to be in the range of $4.3 million to $7.3 million as of March 31, 2015. The final amount of export duties and interest, if any, to be paid or refunded depends on a number of factors, including the outcome of litigation. Changes in the Borrower’s assessment of this matter could result in material adjustments to its consolidated statement of income (loss).







SCHEDULE 3.1(9)
REAL PROPERTY




1.Pirquitas Mine

The Borrower holds a 100% interest in the Pirquitas mine through its wholly-owned subsidiary, Mina Pirquitas, LLC, which has registered a branch in Argentina (Mina Pirquitas, LLC Sucursal Argentina). The Pirquitas mine is located in the Puna de Jujeña region of northwestern Argentina in the Province of Jujuy, approximately 355 kilometres northwest of the city of San Salvador de Jujuy. The mine consists of 50 semicontiguous mineral exploitation concessions covering a total area of 3,621 hectares. It also includes surface rights covering an area of approximately 7,463 hectares, which can be used for purposes such as housing, infrastructure facilities, processing plants, waste and tailing disposal sites, and other facilities to support mining operations.
2.Seabee Mine

The Borrower holds a 100% interest in the Seabee Gold Project through its wholly-owned subsidiary, SGO Mining Inc. (formerly Claude Resources Inc.) pursuant to the Seabee Surface Lease Agreement 2010 between the Government of Saskatchewan and Claude Resources Inc., as amended by the Addendum dated April 1, 2014, together with all rights and privileges appertaining thereto and all buildings, improvements and structures now or hereinafter constructed on placed upon such lands, thereunder or thereon. The Seabee Gold Project is located in the province of Saskatchewan and consists of the following mineral claims:






Disposition #
Type
1.
CBS 7058
Mineral Claim
2.
CBS 7076
Mineral Claim
3.
CBS 9347
Mineral Claim
4.
ML 5519
Mineral Lease
5.
ML 5520
Mineral Lease
6.
ML 5535
Mineral Lease
7.
ML 5536
Mineral Lease
8.
ML 5543
Mineral Lease
9.
ML 5551
Mineral Lease
10.
S- 97986
Mineral Claim
11.
S-101660
Mineral Claim
12.
S-101661
Mineral Claim
13.
S-102737
Mineral Claim
14.
S-102738
Mineral Claim
15.
S-102739
Mineral Claim
16.
S-105301
Mineral Claim
17.
S-106678
Mineral Claim
18.
S-106771
Mineral Claim
19.
S-106772
Mineral Claim



Disposition #
Type
20.
S-106773
Mineral Claim
21.
S-110855
Mineral Claim
22.
S-110856
Mineral Claim
23.
S- 99942
Mineral Claim
24.
S-100748
Mineral Claim
25.
S-111431
Mineral Claim
26.
S-111432
Mineral Claim
27.
S-111694
Mineral Claim
28.
MC00000028
Mineral Claim
29.
MC00000030
Mineral Claim
30.
MC00000069
Mineral Claim
31.
MC00000070
Mineral Claim
32.
S-113993
Mineral Claim
33.
S-113994
Mineral Claim
34.
MC00003517
Mineral Claim
35.
MC00003518
Mineral Claim
36.
MC00003532
Mineral Claim
37.
MC00003551
Mineral Claim
38.
MC00003552
Mineral Claim
39.
MC00003564
Mineral Claim
40.
MC00003571
Mineral Claim
41.
MC00003573
Mineral Claim
42.
MC00003593
Mineral Claim
43.
MC00003594
Mineral Claim
44.
MC00003631
Mineral Claim



45.
MC00003716
Mineral Claim
46.
MC00003717
Mineral Claim



SCHEDULE 3.1(10) PERMITTED LIEN REGISTRATIONS




Secured Party


Date Filed

Registration Number


Collateral Description


VIN

Term (Years)


Debtor(s)

Other Comments
1.    Canadian Imperial
July 6, 2015, as
666413I
All of the present and after-acquired personal
15
SSR Mining Inc.
Bank of Commerce,
ultimately341325J
property of the debtors, or any one or more of them
Silver Standard
as administrative
amended on May
202999K
and an uncrystallized floating charge on land.
Canada Holdings Inc.
Agent
13, 2020
203502K
Silver Standard US
255264K
Holdings Inc.
281880L
Silver Standard
Canadian Imperial
Bank of Commerce
214038M
Marigold Inc.
Intertrade Metals
Limited Partnership
Intertrade Metals
Corp.
Silver Standard
Ventures Inc.
Marigold Mining
Company
SGO Mining Inc.
Puna Operations Inc.
0694758 BC Ltd.








Secured Party


Date Filed

Registration Number


Collateral Description


VIN

Term (Years)


Debtor(s)

Other Comments
2.    Konica Minolta Business
April 30, 2015
576310I
All goods of the debtor financed by the secured party, wherever situated, consisting of four (4) Konica Minolta copiers, together with all parts and accessories relating thereto, all attachments, accessories and accessions thereto or thereon and all replacements, substitutions, additions and improvements of all or any part of the foregoing and all proceeds in any form derived therefrom.

Proceeds: all of the debtor's present and after acquired personal property which is derived, directly or indirectly, from any dealing with or disposition of the above-described collateral, including without limitation, all insurance and other payments payable as indemnity or compensation for loss or damage thereto, accounts, rents or other payments arising from the lease of the above-described collateral, goods, chattel paper, investment property, documents of title, instruments, money, cheques, deposits, securities and intangibles.
6
Silver Standard Resources Inc.








Secured Party


Date Filed

Registration Number


Collateral Description


VIN

Term (Years)


Debtor(s)

Other Comments
3.    Canadian Imperial Bank of Commerce, as administrative Agent

Canadian Imperial Bank of Commerce
July 6, 2015, as ultimately amended on January 25, 2019
20150706 1513
1862 2586

20170814 1436
1201 2218

20190125 1049
1590 8672

Reference File No. 707752125
All inventory equipment, account, motor vehicles and other.
15
SSR Mining Inc.
4. Canadian Imperial Bank of Commerce, as administrative Agent

Canadian Imperial Bank of Commerce
September 2,
2015, as
ultimately amended on May 25, 2021
20150902 0834
1862 6735

20170907 1534
1862 3970

20190125 1049
1590 8673

20210525 1302
1590 2802

Reference File No. 709564176
All inventory equipment, account, motor vehicles and other.
15
Silver Standard Canada Holdings Inc. Silver Standard US Holdings Inc.
Silver Standard Marigold Inc. Intertrade Metals Limited Partnership Intertrade Metals Corp.
Silver Standard Ventures Inc. Marigold Mining Company
SGO Mining Inc. Puna Operations Inc. 0694758 BC Ltd.
5.    Canadian Imperial Bank of Commerce, as administrative Agent

Canadian Imperial Bank of Commerce
June 9, 2016
301492343
General Property: All present and after acquired personal property of the Debtor.

Serial Property:
Motor Vehicle (57858)
Motor Vehicle (131272)
Motor Vehicle (131273)
Motor Vehicle (131184)
Motor Vehicle (114164) Motor Vehicle (DA04P0074) Motor Vehicle (114150)
See Collateral Description
15
SGO Mining Inc.







Secured Party


Date Filed

Registration Number


Collateral Description


VIN

Term (Years)


Debtor(s)

Other Comments
Motor Vehicle (114151) Motor Vehicle (LJB01221) Motor Vehicle (LJB1418) Motor Vehicle (48183)
Motor Vehicle (1557)
Motor Vehicle (2691)
Motor Vehicle (2690)
Motor Vehicle (2710) Motor Vehicle (9PP00115) Motor Vehicle (9PP7502) Motor Vehicle (T4140120) Motor Vehicle (L014D405)
Motor Vehicle (90699100956786)
Motor Vehicle (131283)
Motor Vehicle (131284)
Motor Vehicle (2859)
Motor Vehicle (081042)
Motor Vehicle (2442) Motor Vehicle (T1040264) Motor Vehicle (T1040269) Motor Vehicle (T4040302) Motor Vehicle (T3040295) Motor Vehicle (GXR00758) Motor Vehicle (6380)
Motor Vehicle (5584)
Motor Vehicle (111191)
Motor Vehicle (121249)
Motor Vehicle (131278)
Motor Vehicle (131293)
Motor Vehicle (091084)
Motor Vehicle (121205)
Motor Vehicle (101093)
Motor Vehicle (111161)
Motor Vehicle (121204) Motor Vehicle (HX5400705) Motor Vehicle (121233)
Motor Vehicle (151338) Motor Vehicle (CBC00311) Motor Vehicle (12002)
Motor Vehicle (MLC1791424) Motor Vehicle (IFI100E6267)







Secured Party


Date Filed

Registration Number


Collateral Description


VIN

Term (Years)


Debtor(s)

Other Comments
Motor Vehicle (IFI100E6268) Motor Vehicle (IFI1006159) Motor Vehicle (IFI1006164) Motor Vehicle (IFI1006178) Motor Vehicle (201202230052)
Motor Vehicle (4WOAS53697M411064) Motor Vehicle (4WOAS332457M118072) Motor Vehicle (9FG00931)
Motor Vehicle (843159)
Motor Vehicle (8431513)
Motor Vehicle (CAT00C27ADWB00543) Motor Vehicle (X08H330237)
Motor Vehicle (X08F240228)
Motor Vehicle (CAT00C27EWDB02233) Motor Vehicle (CAT00740CB1P00807) Motor Vehicle (CAT00740JB1P01882) Motor Vehicle (CAT0740BHT4R00651) Motor Vehicle (CAT0740BET4R00652) Motor Vehicle (CAT0740BTT4R00654) Motor Vehicle (63W01251)
Motor Vehicle (CAT0930HJDHC00630) Motor Vehicle (CAT0966GJAWY00262) Motor Vehicle (JMS06422)
Motor Vehicle (CAT0980HJJMS06425) Motor Vehicle (8CR03540)
Motor Vehicle (CATIT28GVDBT00558) Motor Vehicle (W7K01321)
Motor Vehicle (MXB00515) Motor Vehicle (FF350DX806109)
Motor Vehicle (1FF350DXKA0807073) Motor Vehicle (2ZK05810)
Motor Vehicle (DW648HT617261) Motor Vehicle (58550201)
Motor Vehicle (73954)
Motor Vehicle (USRM000379) Motor Vehicle (1834A1100U) Motor Vehicle (1835A1100U)








Secured Party


Date Filed

Registration Number


Collateral Description


VIN

Term (Years)


Debtor(s)

Other Comments
6.    Amalgamated Mining & Tunnelling Inc.
January 21, 2020
301997450
Motor Vehicle (TMG19URE0367) 2019 Make/Desc: Epiroc Boltec S Bolter
See Collateral Description
5
SGO Mining Inc.
7.        Epiroc Customer Center Part of Epiroc Canada Inc.
March 11, 2021
302141490
RIG Item 8999 4647 00, Boomer M2C, serial number TMG20URE0235, and all attachments, additions, accretions and accessories thereto, and any replacements thereof of substitutions therefore and any repairs made to any of the foregoing and all proceeds or the foregoing, wherever the merchandise is located and all proceeds thereof.

Value: 1,368,825$
See Collateral Description
1
SGO Mining Inc.

Northern Resource Trucking Limited Partnership
8.    Epiroc Customer Center Part of Epiroc Canada Inc.
March 11, 2021
302141496
RIG Item 8999 4962 00, Boomer M2C, serial number TMG20URE0477, and all attachments, additions, accretions and accessories thereto, and any replacements thereof of substitutions therefore and any accessions or repairs made to any or the foregoing and all proceeds or the foregoing, wherever the merchandise is located and all proceeds thereof

Value: 1,368,825$
See Collateral Description
1
SGO Mining Inc.

Northern Resource Trucking Limited Partnership








Secured Party


Date Filed

Registration Number


Collateral Description


VIN

Term (Years)


Debtor(s)

Other Comments
9.    Osisko Gold Royalties Ltd.
March 21, 2014
301159719
All of the debtor’s present and after-acquired personal property arising from or related to a royalty from or relative to the mineral dispositions enumerated below, including without limitation, all mineral claims and mining leases and any leasehold interest and any renewals, extensions or replacements thereof from time to time in whole or in part and other mineral tenures consisting of, included within or described as the Seabee Gold operation that the debtor may from time to time hold over or in respect thereof and in all successions thereof, whether created privately or through governmental action (collectively, the “Lands”), equal to three percent (3.0%) of the value of the net smelter returns under and pursuant to the net smelter returns royalty agreement dated on or about march 20, 2014 between the debtor and the secured party, as such net smelter returns royalty agreement may be amended, restated, modified or supplemented from time to time.

Lands are described below in Seabee Gold Operation – Mineral Dispositions 1(b).

Proceeds means all proceeds of every item or kind including but not limited to goods, chattel paper, investment property, securities, documents of title, instruments, money, intangibles, insurance payments, and any property or obligations received or derived directly or indirectly when such collateral or proceeds thereof are sold, collected, dealt with, exchanged or otherwise disposed of or that indemnifies or compensates for such property or proceeds destroyed or damaged, and proceeds of proceeds.
Infinite
Claude Resources Inc.








Secured Party


Date Filed

Registration Number


Collateral Description


VIN

Term (Years)


Debtor(s)

Other Comments
10. Osisko Gold Royalties Ltd.
March 21, 2014
301159723
All of the debtor’s present and after-acquired personal property arising from or out of or related to the mineral dispositions enumerated below, including without limitation all mineral claims and mining leases and any leasehold interest and any renewals, extensions or replacements thereof from time to time in whole or in part and other mineral tenures consisting of, included within or described as the Seabee gold operation that the debtor may from time to time hold over or in respect thereof and in all successions thereof, whether created privately or through governmental action (collectively, the “Lands”).

Lands being: CBS 7058, CBS 7076, CBS 9347, MC00000028, MC00000030, MC00000069, MC00000070, ML 5519, ML 5520, ML 5535, ML
5536, ML 5543, ML 5551, S-97986, S-100748, S-
101660, S-101661, S-102737, S-102738, S-102739, S-106678, S-106771, S- 106772, S-106773, S- 110855, S-110856, S-111431, S-111432, S-111694, S-113993, S-113994

Proceeds has the same meaning as above.
Infinite
Claude Resources Inc.
5.    Canadian Imperial Bank of Commerce, as administrative Agent

Canadian Imperial Bank of Commerce
June 25, 2015
1218300
1411494
1536859
All of the present and after-acquired personal property of the Debtor and an
uncrystallized floating charge on land.
15
SSR Mining Inc.





Seabee Gold Project – Mineral Dispositions
1.Recorded Interests

(a)a notice of royalty interest and net smelter returns royalty agreement granted by Claude Resources in favour of 8248567 Canada Limited (now secured by Osisko Gold Royalties Ltd.) dated March 20, 2014; and

(b)a notice of security interest and debenture granted by Claude Resources in favour of 8248567 Canada Limited (now secured by Osisko Gold Royalties Ltd.) dated March 20, 2014,

which were filed against the following mineral dispositions in the Disposition Files:

CBS 7058
CBS 7076
CBS 9347
MC00000028
MC00000030MC00000069MC00000070
ML 5519
ML 5520
ML 5535
ML 5536
ML5543
ML 5551
S-97986S-100748S-101660
S-101661S-102737S-102738S-102739
S-106678S-106771S-106772S-106773
S-110855S-118056S-111431S-111432
S-111694S-113993S-113994


2.Unrecorded Interests

(c)royalty agreement in favour of Red Mile No. 11 Limited Partnership in respect of the mineral dispositions ML 5519, ML 5520, S-102737, S-102738, S-102739, CBS 7058, CBS 7076, S-97986, S-101660, S-101661, S-101748, S-110856 (a
restaking of S-101689) and CBS 9347;



(d)net smelter returns royalty agreement in favour of Ryan Kalt in respect of mineral dispositions MC0003571, MC00003573, MC00003716, MC00003717 MC00003518, MC00003532, MC00003631, MC00003593 and MC00003594, dated March 4,
2016; and

(e)net smelter returns royalty agreement in favour of Strategic Staking & Exploration Inc. in respect of mineral dispositions MC0003571, MC00003573, MC00003716, MC00003717, MC00003518, MC00003532, MC00003631, MC00003593 and
MC00003594 dated March 4, 2016.



SCHEDULE 3.1(11) PENSION PLANS


Silver Standard Resources Inc.

Type of Benefit
Provider/Administrator
Extended Health Group Benefit Plan (Group Policy Nos. 164327 and 164328)
Basic Life Insurance
AD&D
Long Term Disability
The Great West Life Assurance Company
Health Care (prescription, paramedical, hospital)
Vision
Dental
Employee Assistance Program
FSEAP
Group Registered Retirement Savings Plan (Group Annuity Policy 62724-G)
Sun Life Assurance Company of Canada
Employee Share Purchase Plan
Solium

Marigold Mining Company

Type of Benefit
Provider/Administrator

Life Insurance
Assurant Employee Benefits (Union Security Insurance Company)

Long Term Disability Insurance
Assurant Employee Benefits (Union Security Insurance Company)

Short Term Disability Insurance
Assurant Employee Benefits (Union Security Insurance Company)
Health and Welfare (hospital, doctors’ visits, prescription, paramedical)
Cigna Health and Life Insurance Co.
Flexible Spending Account
Wageworks

401(k) Retirement & Savings Plan
The Standard
(Standard Retirement Services, Inc.)
Employee Assistance Program
Mines & Associates
Employee Share Purchase Plan
Solium





Mina Pirquitas, LLC

Type of Benefit
Provider/Administrator
Life Insurance Disability Insurance
Allianz Argentina Compañía de Seguros S.A.
Employee Share Purchase Plan
Solium

SGO Mining Inc.

Type of Benefit
Provider/Administrator
Extended Health Group Benefit Plan (Group Policy Nos. 93772- 001 and 93772-002)
Basic Life Insurance
AD&D
Long Term Disability
Short Term Disability (weekly indemnity)
Health Care (prescription, paramedical, hospital)
Optional life insurance, dependent life insurance, AD&D (employee paid)
Vision
Dental





Saskatchewan Blue Cross
Employee Assistance Program
Penney Murphy & Associates
Group Retirement Savings Plan No. 11821 (employee contribution only)
RBC
Employee Share Purchase Plan
Solium





SCHEDULE 3.1(16) ENVIRONMENTAL MATTERS

1.In December 1998, an environmental impact report (“EIR”) was completed in respect of the Pirquitas mine for Sunshine Argentina, Inc. (now known as Mina Pirquitas, LLC) (“Sunshine Argentina”). The EIR contained a description and evaluation of environmental conditions that existed at the time, as well as foreseeable potential effects that development of the Pirquitas mine could have on the surrounding environment. The discussion below is either paraphrased or taken directly from the EIR.

Remnants of historic mining activities at the Pirquitas mine included derelict buildings, mine structures as well as tin-silver jig tailings and tin placer tailings along the Río Pircas. Flotation tailings had been discharged into the Río Pircas and scattered piles of gold placer tailings were left about 150 metres above the current level of the Río Pircas on paleo-river terraces to the south of the central mine camp. These areas comprise some 107 hectares of surface disturbance that existed prior to Sunshine Argentina’s acquisition of the Pirquitas property, some of which are now associated with acid rock drainage into the Pircas River watershed.
Surface and ground waters are known to be acidic and metalliferous down gradient from the historic mines above the Río Pircas canyon at Tres Placas, which is located approximately 1.5 kilometres downstream from the Pirquitas mine open pit. In addition, acidic and metalliferous ground water is present in the abandoned underground workings and in some natural springs in the area, suggesting that natural oxidation of sulphide mineralization which is widespread in the rocks found on the property is also contributing to background surface water contamination.
Upon its acquisition of the Pirquitas mine, Sunshine Argentina noted that documents in the bankruptcy auction files did not mention environmental liabilities against the property, but did mention that Sunshine Argentina was “grandfathered” against environmental liabilities related to historic mining activities. Furthermore, the only condition the Argentina Ministry of Mines and Energy applied to its approval of Sunshine Argentina’s EIR, apart from the mandatory two-year update to the report, was the requirement that water quality monitoring be carried out.
In 2008, a second EIR was completed following start-up of mining activities and initiation of plant construction at the Pirquitas mine. While there were no observations or restrictions placed at that time, this study began a focus on the water management plan and on conceptual plans for mine waste stockpiles. A conceptual water treatment plant for neutralization of acid waters was anticipated with a treatment capacity estimated to be as much as 150 litres per second.
A party wishing to commence or modify any exploration or mining-related activity under Argentina’s mining laws, including property abandonment or mine closure activity, must prepare and submit an environmental impact assessment (“EIA”), which must include a description of the nature of the proposed work, its potential risk to the environment and the



measures that will be taken to mitigate that risk. The most recent update to the EIA for the Pirquitas mining operation included engineering studies for the design of water management structures and mine closure design. Such EIA update was approved in December 2014 and is valid for a period of two years.
Argentina currently has no specific mine closure legislation or requirements. However, it is expected that closure options will eventually have to be proposed that may include passive or active neutralization features to return water to baseline conditions (acidic at the time of baseline studies) with some monitoring requirements.
2.The Borrower’s mining, exploration and development activities are subject to various federal, provincial, state and municipal laws and regulations relating to the protection of the environment, including requirements for closure and reclamation of mining properties. The Borrower has certain reclamation obligations at certain mineral properties, including the Pirquitas and Chinchillas Projects in Argentina, the Marigold mine in Nevada, U.S.A., and the Seabee Project located in the Province of Saskatchewan, Canada. As at December 31, 2020:

a.The present value of the current closure and reclamation cost estimate, to be spent over a number of years, at the Pirquitas and Chinchillas Projects collectively is approximately $20.7 million.

b.At the Marigold mine, the Borrower engages in concurrent reclamation practices and is bonded for all permitted features, as part of the State of Nevada permitting process. Current bonding requirements are based on third party cost estimates to reclaim all permitted features at the Marigold mine, with the exception of a few features permitted as permanent, post-mining features. The Bureau of Land Management (“BLM”) and the State of Nevada both review and approve the bond estimate, and the BLM holds the financial instruments providing the bond backing. As at December 31, 2020, the Marigold mine has reclamation requirements totalling approximately$54.6 million.

c.At the Seabee Project, the Borrower has an approved closure plan and financial assurance held by the Province of Saskatchewan. The closure plan addresses all final reclamation requirements as well as the longer-term post-reclamation monitoring and maintenance phase. As required by the Borrower’s environmental permits, the closure plan is periodically updated. As at December 31, 2020, the Seabee Project had reclamation requirements totaling approximately $5.7 million.



SCHEDULE 3.1(17) EMPLOYEE MATTERS

The employees of Mina Pirquitas, LLC Sucursal Argentina (the Argentinian branch of Mina Pirquitas, LLC) are subject to a collective bargaining agreement.



SCHEDULE 3.1(21) BANK ACCOUNTS
SSRM
Guarantor Subsidiary
Name of Depository

Address

Phone
Account Type
Transitory Account (Y/N)

Account Number
SSR Mining Inc.
Commerce Place,
CIBC
400 Burrard St.
Vancouver, BC
888-488-0174
Restricted
Cash
N
CAD 00045-2223377
V6C 3A6
Commerce Place,
CIBC
400 Burrard St.
Vancouver, BC
604-665-1816
BankN
CAD 67-90313
USD 03-97717
V6C 3A6

Raymond James
2100 – 925 West Georgia St. Vancouver, BC
V6C 3L2

604-659-8090

Bank

N
CAD 1GA3G0A0 USD 1GA3G0B0
USD 1GA3GVB0
Scotia Capital
Scotiabank
1800 – 650 West Georgia St. Vancouver, BC
604-630-4011
BankN
CAD/USD 800-49455
V6V 4N9

Scotiabank
595 Burrard St., PO BOX 48700 Bentall Centre, Vancouver, BC V7X 1V6

1-437 828 4576

Bank

N
CAD 030200022810
USD 030201390414
CAD/USD 7161037
Standby L/C USD
510 Burrard St.
Scotiabank
Suite 4000
Vancouver, BC
604-718-1500
Deposit Box
N1455
V6C 3A8
510 Burrard St.
Scotiabank
Suite 4000
Vancouver, BC
604-718-1500
TD Notice pl
N
USD 78605416
V6C 3A8

Scotiabank
595 Burrard St., PO BOX 48700 Bentall Centre, Vancouver, BC V7X 1V6

1-437 828 4576
Bank (Operating Acc.)

N
USD 959680105511
CAD 959680063118
CAD 959680075019
595 Burrard St., PO BOX
Bank
Scotiabank
48700 Bentall Centre,
1-437 828 4576
(RevenueN
USD 030200786519
SGO Mining
Vancouver, BC V7X 1V6
Acc.)
Inc.
Suite 700 – 409 Granville St.
Scotiabank
Vancouver, BC
1-888-855-1234
TD Notice pl
N
USD 78605719
V6C 1T2

Raymond James
2100 – 925 West Georgia St. Vancouver, BC
V6C 3L2

604-659-8090

Bank

N
USD 2Y6-310B/VB CAD 2Y6-3140A/VA
Silver Standard Canada Holdings Ltd.

Scotiabank
595 Burrard St., PO BOX 48700 Bentall Centre, Vancouver, BC V7X 1V6

1-437 828 4576

Bank

N

USD 03020 14204 10

Silver Standard Marigold Inc.

Scotiabank Houston
711 Louisiana Street
Suite 1400 Houston, TX 77002

713-752-0900

Bank

Y

USD 1011235



SSRM
Guarantor Subsidiary
Name of Depository

Address

Phone
Account Type
Transitory Account (Y/N)

Account Number

Silver Standard US Holdings Inc.

Scotiabank Houston
711 Louisiana Street
Suite 1400 Houston, TX 77002

713-752-0900

Bank

Y

USD 1011332
Wells Fargo
420 Montgomery
San Francisco, CA 94104
206-292-3210
Bank
Y
USD 4943610212
Silver Standard CDA Finance

Scotiabank
595 Burrard St., PO BOX 48700 Bentall Centre, Vancouver, BC V7X 1V6

1-437 828 4576

Bank

N
USD 03020 07857 17

Intertrade Metals Limited Partnership

Scotiabank
595 Burrard St., PO BOX 48700 Bentall Centre, Vancouver, BC V7X 1V6

1-437 828 4576

Bank

N

USD 03020 13040 11
Raymond James
2100 – 925 West Georgia St. Vancouver, BC
V6C 3L2

604-659-8090

Bank

N
USD 1H4BB0B0 CAD 1H4BB0A0

Premier Mining

Scotiabank
595 Burrard St., PO BOX 48700 Bentall Centre, Vancouver, BC V7X 1V6

1-437 828 4576

Bank

N

USD 03020 13042 16




Marigold Mining Company
Wells Fargo
420 Montgomery
San Francisco, CA 94104
206-292-3210
Bank
N
USD 4023916836
Wells Fargo
420 Montgomery
San Francisco, CA 94104
206-292-3210
Bank
N
USD 4121986541
Wells Fargo
420 Montgomery
San Francisco, CA 94104
206-292-3210
Bank
N
USD 4121986558
Wells Fargo
420 Montgomery
San Francisco, CA 94104
206-292-3210
Bank
N
USD 1BA60648
0694758 B.C.
Ltd

Scotiabank
595 Burrard St., PO BOX 48700 Bentall Centre, Vancouver, BC V7X 1V6

1-437 828 4576

Bank

N

USD 03020 38546 12
Puna Operations Inc.

Scotiabank
595 Burrard St., PO BOX 48700 Bentall Centre, Vancouver, BC V7X 1V6

1-437-828-4576

Bank

N

USD 03020 14671 15



SCHEDULE 3.1(26) MARIGOLD PROJECT REAL PROPERTY
Owned Real Property
Fee ownership in the following surface lands:
1.Approximately 161.33 acres within the SE1/4 § 22, T.34N., R.43E. and identified as Humboldt County Assessor’s parcel number 007-401-25 for 2013-14 and 3443-22-400-001 for 2014-15.

2.Approximately 640 acres within § 9, T.33N., R.43E. and identified as Humboldt County Assessor’s parcel number 007-461-09 for 2013-14 and 3443-09-100-001 for 2014-15 (surface only).1

3.Approximately 640 acres within § 17, T.33N., R.43E. and identified as Humboldt County Assessor's parcel number 007-461-14 for 2013-14 and 3443-17-100-001 for 2014-15 (surface only).2

4.Approximately 41.15 acres within Lot 12 § 33, T.34N., R.43E. and identified as Humboldt County Assessor’s parcel number 007-404-06 for 2013-14 and 3443-33-400-003 for 2014-15.

In addition to fee ownership in such surface lands described above, Marigold Mining Company has obtained the properties described below:
5.The following property was obtained by Marigold Mining Company pursuant to a Grant, Bargain and Sale Deed (with reservation of royalty), dated August 25, 2014, from Newmont USA Limited (“Newmont”):

d.Parcel One: the N1/2 of § 21, T.33N., R.43E. M.D.B.&M, containing 311.45 acres more or less; and

e.Parcel Two: the W1/2SW1/4, SW1/4NW1/4, W1/2NW1/4NW1/4 and the W1/2E1/2NW1/4NW1/4 of § 29, T.33N., R.43E., M.D.B.&M (excluding any portion on which an existing open pit is situated as of August 25, 2014), containing 129.36 acres more or less.

6.The following property was obtained by Marigold Mining Company pursuant to certain Grant, Bargain and Sale Deeds, dated September 24, 2014, between Arizona West Coast Corporation, a Nevada corporation (Grantor) to Marigold Mining Company, a Nevada corporation (Grantee), recorded October 1, 2014 (at Document Nos. 2014-03192, 2014-03193, 2014-03194, 2014-03195, 2014-03196 and 2014-03197, each in Humboldt County, NV):

f.Approximately 10.00 acres within § 33, T.34N., R.43E., M.D.B.&M. and identified as Lot 1 of that certain Parcel Map for L Bar Nevada, LLC recorded in the Office of the Humboldt County Recorder on November 7, 2008 under File No. 2008-9356, and further identified as Humboldt County Assessor’s parcel number 007-404-13 for 2013-14 and 3443-33-200- 006 for 2014-15;


image_13.jpg
1 Minerals are leased under the SFP Minerals Lease.
2 Minerals are leased under the SFP Minerals Lease.



g.Approximately 10.00 acres within § 33, T.34N., R.43E., M.D.B.&M. and identified as Lot 2 of that certain Parcel Map for L Bar Nevada, LLC recorded in the Office of the Humboldt County Recorder on November 7, 2008 under File No. 2008-9356, and further identified as Humboldt County Assessor’s parcel number 007-404-12 for 2013-14 and 3443-33-200- 005 for 2014-15;

h.Approximately 10.00 acres within § 33, T.34N., R.43E., M.D.B.&M. and identified as Lot 3 of that certain Parcel Map for L Bar Nevada, LLC recorded in the Office of the Humboldt County Recorder on November 7, 2008 under File No. 2008-9356, and further identified as Humboldt County Assessor’s parcel number 007-404-11 for 2013-14 and 3443-33-200- 004 for 2014-15;

i.Approximately 10.00 acres within § 33, T.34N., R.43E., M.D.B.&M. and identified as Lot 4 of that certain Parcel Map for L Bar Nevada, LLC recorded in the Office of the Humboldt County Recorder on November 7, 2008 under File No. 2008-9356, and further identified as Humboldt County Assessor’s parcel number 007-404-10 for 2013-14 and 3443-33-200- 003 for 2014-15;

j.Approximately 41.15 acres within § 33, T.34N., R.43E., M.D.B.&M. and identified as Lot 15 of that certain Division into Larger Parcels Map for L Bar Nevada, LLC recorded in the Office of the Humboldt County Recorder on May 26, 2006 under File No. 2006-3372, and further identified as Humboldt County Assessor’s parcel number 007-404-09 for 2013-14 and 3443-33-200-008 for 2014-15; and

k.Approximately 40.00 acres within § 33, T.34N., R.43E., M.D.B.&M. and identified as Lot 11 of that certain Division into Larger Parcels Map for L Bar Nevada, LLC recorded in the Office of the Humboldt County Recorder on May 26, 2006 under File No. 2006-3372, and further identified as Humboldt County Assessor’s parcel number 007-404-05 for 2013-14 and 3443-33-300-004 for 2014-15.

7.The following property was obtained by Marigold Mining Company pursuant to a Grant, Bargain and Sale Deed, executed effective September 24, 2015, from Newmont, a Delaware corporation (Grantor), to Marigold Mining Company, a Nevada corporation (Grantee), recorded October 8, 2015 (at Document No. 2015-03351 in Humboldt County, NV):

l.The S2 of § 21, T.33N., R.43E., M.D.B.&M. containing approximately 308.73 acres more or less and referred to as Assessor’s Parcel Number is 3343-21-100-002, a parcel map of which has been recorded on June 16, 2014, file number 2014-1838;

m.The E2, E2W2, E2E2NW4NW4 of § 29, T.33N., R.43E., M.D.B.&M. containing
approximately 504.34 acres more or less and referred to as Assessor’s Parcel Number is 3343-29-100-001, a parcel map of which has been recorded on June 16, 2014, file number 2014-1838;

n.All of § 5, T.32N., R.43E., M.D.B.&M. containing approximately 686.8 acres more or less and referred to as Assessor’s Parcel Number 3243-05-100-001; and

o.All of § 1, T.32N., R.42E., M.D.B.&M. containing approximately 628.6 acres more or less and referred to as Assessor’s Parcel Number 3242-01-100-001.





8.The following property was obtained by Marigold Mining Company pursuant to a Grant, Bargain and Sale Deed, executed as of June 7, 2018, from Doby George, LLC, a Nevada limited liability company (Grantor), to Marigold Mining Company, a Nevada corporation (Grantee), recorded June 13, 2018 (at Document No. 2018-03641 in Humboldt County, NV):

p.The SW¼SE¼ of § 16, T.33N., R.43E., M.D.B.&M. containing approximately 40.0 acres more or less and referred to as Assessor’s Parcel Number 007-0461-39; and

q.The E½NW¼ of § 30, T.33N., R.43E., M.D.B.&M. containing approximately 80.0 acres more or less and referred to as Assessor’s Parcel Number 007-0461-41.

9.The following property was obtained by Marigold Mining Company pursuant to a Special Warranty Deed, executed effective as of January 30, 2019, from Western Exploration LLC, a Nevada limited liability company (Grantor), to Marigold Mining Company, a Nevada corporation (Grantee), recorded January 30, 2019 (at Document No. 2019-00492 in Humboldt County, NV):

r.The NE¼NE¼ of § 12, T.32N., R.42E., M.D.B.&M. containing approximately 40.0 acres more or less and referred to as Assessor’s Parcel Number 07-0481-13; and

s.The E½SW¼; SW¼SE¼; SE¼NW¼ of § 6, T.32N., R.43E., M.D.B.&M. containing approximately 160.0 acres more or less and referred to as Assessor’s Parcel Number 07- 0491-02.

10.The following property was obtained by Marigold Mining Company pursuant to a Grant, Bargain and Sale Deed, executed as of June 3, 2019, from Newmont, a Delaware corporation (Grantor), to Marigold Mining Company, a Nevada corporation (Grantee), recorded June 6, 2019 (at Document No. 2019-02789 in Humboldt County, NV and Document #: 290377 in Lander County, NV):

t.All of § 7, T.32N., R.43E., M.D.B.&M containing approximately 640.0 acres more or less and referred to as Assessor’s Parcel Number 07049107;

u.All of § 9, T.32N., R.43E., M.D.B.&M containing approximately 640.0 acres more or less referred to as Assessor’s Parcel Number 07049109;

v.All of § 17, T.32N., R.43E., M.D.B.&M containing approximately 640.0 acres more or less referred to as Assessor’s Parcel Number 07049114 (containing approximately 480.0 acres more or less in Humboldt County, NV) and Assessor’s Parcel Number 01021002 (containing approximately 160.0 acres more or less in Lander County, NV);

w.The E2, N2NW4, E2SW4, SE4NW4 of § 19, T.32N., R.43E., M.D.B.&M referred to as
Assessor’s Parcel Number 01023003;

x.The W2SW4SW4 of § 19, T.32N., R.43E., M.D.B.&M referred to as Assessor’s Parcel Number 01023001;

y.All of § 21, T.32N., R.43E., M.D.B.&M containing approximately 640.0 acres more or less referred to as Assessor’s Parcel Number 01021006;

z.All of § 29, T.32N., R.43E., M.D.B.&M containing approximately 640.0 acres more or less referred to as Assessor’s Parcel Number 01021012;



aa.All of § 11, T.32N., R.42E., M.D.B.&M containing approximately 640.0 acres more or less referred to as Assessor’s Parcel Number 07048111;

ab.All of § 13, T.32N., R.42E., M.D.B.&M containing approximately 640.0 acres more or less referred to as Assessor’s Parcel Number 07048119 (containing approximately 480 acres in Humboldt County, NV) and Assessor’s Parcel Number 01020004 (containing approximately 160 acres in Lander County, NV);

ac.All of § 15, T.32N., R.42E., M.D.B.&M containing approximately 640.0 acres more or less referred to as Assessor’s Parcel Number 07048117 (containing approximately 480 acres in Humboldt County, NV) and Assessor’s Parcel Number 01020002 (containing approximately 160 acres in Lander County, NV);

ad.The S½, NE¼, E½NW¼, NW¼NW¼ of § 25, T.32N., R.42E., M.D.B.&M containing approximately 36.26 acres more or less identified as Lot 1 and referred to as Assessor’s Parcel Number 01020010; and

ae.Newmont’s right, title and interest in that certain mineral property located in Lander County, Nevada and described as follows: All of § 3, T.31N., R.42E., M.D.B.&M containing approximately 640.0 acres more or less.

11.The W2, NW4NE4 of § 33, T.32N., R.42E., M.D.B.&M containing approximately 360.0 acres more or less referred to as Assessor’s Parcel Number 01020012 was obtained by Marigold Mining Company pursuant to a Quitclaim Deed made effective June 3, 2019 between Newmont, a Delaware corporation (Grantor), and Marigold Mining Company, a Nevada corporation (Grantee), recorded June 6, 2019 (at Document No. 2019-02798 in Humboldt County, NV and Document #: 290387 in Lander County, NV) and a Quitclaim Deed and Assignment and Assumption of Venture Participating Interest made effective as of June 26, 2019 by and between Fairmile Gold Mining Inc., a Nevada corporation (Grantor) and Marigold Mining Company, a Nevada corporation (Grantee), recorded July 2, 2019 (at Document No. 2019-03139 in Humboldt County, NV and Document #: 290633 in Lander County, NV).

12.Lot 3 lying within § 33, T.32N., R.42E. containing approximately 46.26 acres more or less referred to as Assessor’s Parcel Number 07-0403-03 was obtained by Marigold Mining Company pursuant to a Grant, Bargain, Sale Deed made effective April 14, 2020 between Russel D. McMullen (Grantor) and Marigold Mining Company (Grantee), recorded April 14, 2020 (at Document No. 2020-01412 in Humboldt County, NV).

Owned Unpatented Mining Claims
The holder of record title to the following 788 unpatented mining claims:

BLM Serial Number
Claim Name
NMC371561
APRI # 1
NMC371562
APRI # 2
NMC371563
APRI # 3
NMC371564
APRI # 4
NMC371565
APRI # 5
NMC371566
APRI # 6
NMC371567
APRI # 7
NMC371568
APRI # 8



BLM Serial Number
Claim Name
NMC371569
APRI # 9
NMC371570
APRI # 10
NMC371571
APRI # 11
NMC371572
APRI # 12
NMC371573
APRI # 13
NMC519580
APRI # 14
NMC552229
APRI # 15
NMC361136
VAL #237
NMC361137
VAL #238
NMC361138
VAL #239
NMC361139
VAL #240
NMC361140
VAL #241
NMC361141
VAL #242
NMC361142
VAL #243
NMC361143
VAL #244
NMC361144
VAL #245
NMC361145
VAL #246
NMC361146
VAL #247
NMC361147
VAL #248
NMC361148
VAL #249
NMC361149
VAL #250
NMC361150
VAL #251
NMC361151
VAL #252
NMC361152
VAL #253
NMC361153
VAL #254
NMC361154
VAL #255
NMC361155
VAL #256
NMC361156
VAL #257
NMC361157
VAL #258
NMC361158
VAL #259
NMC361159
VAL #260
NMC361160
VAL #261
NMC361161
VAL #262
NMC600391
VAL #1013
NMC600392
VAL #1014
NMC600393
VAL #1015
NMC600394
VAL #1016
NMC600395
VAL #1017
NMC600396
VAL #1018
NMC600397
VAL #1019
NMC600398
VAL #1020
NMC600399
VAL #1021
NMC600400
VAL #1022
NMC600401
VAL #1023



NMC600402
VAL #1024
NMC371574
TYLER # 1
NMC371575
TYLER # 2
NMC371576
TYLER # 3
BLM Serial Number
Claim Name
NMC371577
TYLER # 4
NMC371578
TYLER # 5
NMC371579
TYLER # 6
NMC371580
TYLER # 7
NMC371581
TYLER # 8
NMC371582
TYLER # 9
NMC371583
TYLER # 10
NMC371584
TYLER # 11
NMC371585
TYLER # 12
NMC371586
TYLER # 13
NMC371587
TYLER # 14
NMC371588
TYLER # 15
NMC371589
TYLER # 16
NMC371590
TYLER # 17
NMC371591
TYLER # 18
NMC371592
TYLER # 19
NMC371593
TYLER # 20
NMC371594
TYLER # 21
NMC371595
TYLER # 22
NMC371596
TYLER # 23
NMC371597
TYLER # 24
NMC371598
TYLER # 25
NMC371599
TYLER # 26
NMC371600
TYLER # 27
NMC371601
TYLER # 28
NMC371602
TYLER # 29
NMC371603
TYLER # 30
NMC371604
TYLER # 31
NMC371605
TYLER # 32
NMC371606
TYLER # 33
NMC371607
TYLER # 34
NMC371608
TYLER # 35
NMC371609
TYLER # 36
NMC454876
REMARY #237
NMC454877
REMARY #238
NMC454878
REMARY #239
NMC454879
REMARY #240
NMC454880
REMARY #241
NMC454881
REMARY #242
NMC454882
REMARY #243



NMC454883
REMARY #244
NMC454884
REMARY #245
NMC454885
REMARY #246
NMC454886
REMARY #247
NMC454887
REMARY #248
NMC454888
REMARY #249
NMC454889
REMARY #250
NMC454890
REMARY #251
BLM Serial Number
Claim Name
NMC454891
REMARY #252
NMC454892
REMARY #253
NMC454893
REMARY #254
NMC454894
REMARY #255
NMC454895
REMARY #256
NMC454896
REMARY #257
NMC454897
REMARY #258
NMC454898
REMARY #259
NMC454899
REMARY #260
NMC454900
REMARY #261
NMC454901
REMARY #262
NMC454902
REMARY #263
NMC454903
REMARY #264
NMC454904
REMARY #265
NMC454905
REMARY #266
NMC454906
REMARY #267
NMC454907
REMARY #268
NMC454908
REMARY #269
NMC454909
REMARY #270
NMC454910
REMARY #271
NMC454911
REMARY #272
NMC552228
REMARY FRACTION
NMC359040
MARY # 73
NMC359041
MARY # 74
NMC359042
MARY # 75
NMC359043
MARY # 76
NMC359044
MARY # 77
NMC359045
MARY # 78
NMC359046
MARY # 79
NMC359047
MARY # 80
NMC359048
MARY # 81
NMC359049
MARY # 82
NMC359050
MARY # 83
NMC359051
MARY # 84
NMC359052
MARY # 85
NMC359053
MARY # 86



NMC359054
MARY # 87
NMC359055
MARY # 88
NMC359056
MARY # 89
NMC359057
MARY # 90
NMC400277
HS #123
NMC400278
HS #124
NMC400279
HS #125
NMC400280
HS #126
NMC400281
HS #127
NMC400282
HS #128
NMC400283
HS #129
NMC400284
HS #130
BLM Serial Number
Claim Name
NMC400285
HS #131
NMC400286
HS #132
NMC400287
HS #133
NMC400288
HS #134
NMC400289
HS #134A
NMC358968
MARY# 1
NMC358969
MARY# 2
NMC358970
MARY# 3
NMC358971
MARY# 4
NMC358972
MARY# 5
NMC358973
MARY# 6
NMC358974
MARY# 7
NMC358975
MARY# 8
NMC358976
MARY# 9
NMC358977
MARY # 10
NMC358978
MARY # 11
NMC358979
MARY # 12
NMC358980
MARY # 13
NMC358981
MARY # 14
NMC358982
MARY # 15
NMC358983
MARY # 16
NMC358984
MARY # 17
NMC358985
MARY # 18
NMC358986
MARY # 19
NMC358987
MARY # 20
NMC358988
MARY # 21
NMC358889
MARY # 22
NMC358990
MARY # 23
NMC358991
MARY # 24
NMC358992
MARY # 25
NMC358993
MARY # 26
NMC358994
MARY # 27



NMC358995
MARY # 28
NMC358996
MARY # 29
NMC358997
MARY # 30
NMC358998
MARY # 31
NMC358999
MARY # 32
NMC359000
MARY # 33
NMC359001
MARY # 34
NMC359002
MARY # 35
NMC359003
MARY # 36
NMC371610
BONZ # 1
NMC371612
BONZ # 3
NMC371614
BONZ # 5
NMC371616
BONZ # 7
NMC371618
BONZ # 9
NMC371619
BONZ # 10
NMC371620
BONZ # 11
BLM Serial Number
Claim Name
NMC371621
BONZ # 12
NMC371622
BONZ # 13
NMC371623
BONZ # 14
NMC371624
BONZ # 15
NMC371625
BONZ # 16
NMC371626
BONZ # 17
NMC371627
BONZ # 18
NMC371630
BONZ # 21
NMC371631
BONZ # 22
NMC371632
BONZ # 23
NMC371633
BONZ # 24
NMC371634
BONZ # 25
NMC371635
BONZ # 26
NMC371636
BONZ # 27
NMC371637
BONZ # 28
NMC371638
BONZ # 29
NMC371639
BONZ # 30
NMC451485
BONZ # 33
NMC451486
BONZ # 34
NMC451487
BONZ # 35
NMC451488
BONZ # 36
NMC487422
REBONZ # 2
NMC487423
REBONZ # 4
NMC487424
REBONZ # 6
NMC487425
REBONZ # 8
NMC487426
REBONZ # 19
NMC487427
REBONZ # 20
NMC487428
REBONZ # 31



NMC524363
REBONZ # 32
NMC1112641
GINGER #1
NMC1112642
GINGER #2
NMC1112643
GINGER #3
NMC1112644
GINGER #4
NMC1112645
GINGER #5
NMC1112646
GINGER #6
NMC1112647
GINGER #7
NMC1112648
GINGER #8
NMC1112649
GINGER #9
NMC1112650
GINGER #10
NMC1112651
GINGER #11
NMC1112652
GINGER #12
NMC1112653
GINGER #13
NMC1112654
GINGER #14
NMC1112655
GINGER #15
NMC1112656
GINGER #16
NMC1112657
GINGER #17
NMC1112658
GINGER #18
NMC1112659
GINGER #19
BLM Serial Number
Claim Name
NMC1112660
GINGER #20
NMC1112661
GINGER #21
NMC1112662
GINGER #22
NMC1112663
GINGER #23
NMC1112664
GINGER #24
NMC1112665
GINGER #25
NMC1112666
GINGER #26
NMC1112667
GINGER #27
NMC1112668
GINGER #28
NMC1112669
GINGER #29
NMC1112670
GINGER #30
NMC1112671
GINGER #31
NMC1112672
GINGER #32
NMC1112673
GINGER #33
NMC1112674
GINGER #34
NMC1112675
GINGER #35
NMC1112676
GINGER #36
NMC1112677
GINGER #37
NMC1112678
GINGER #38
NMC1112679
GINGER #39
NMC1112680
GINGER #40
NMC1112681
GINGER #41
NMC1112682
GINGER #42
NMC1112683
GINGER #43



NMC1112684
GINGER #44
NMC1112685
GINGER #45
NMC1112686
GINGER #46
NMC362237
LCL # 1
NMC362238
LCL # 2
NMC362239
LCL # 3
NMC362240
LCL # 4
NMC362241
LCL # 5
NMC362242
LCL # 6
NMC362243
LCL # 7
NMC362244
LCL # 8
NMC362245
LCL # 9
NMC362246
LCL #10
NMC362247
LCL #11
NMC362248
LCL #12
NMC362249
LCL #13
NMC362250
LCL #14
NMC362251
LCL #15
NMC362252
LCL #16
NMC362253
LCL #17
NMC362254
LCL #18
NMC362255
LCL #19
NMC362256
LCL #20
NMC362257
LCL #21
BLM Serial Number
Claim Name
NMC362258
LCL #22
NMC362259
LCL #23
NMC362260
LCL #24
NMC362261
LCL #25
NMC362262
LCL #26
NMC362263
LCL #27
NMC362264
LCL #28
NMC362265
LCL #29
NMC362266
LCL #30
NMC362267
LCL #31
NMC362268
LCL #32
NMC362269
LCL #33
NMC362270
LCL #34
NMC362271
LCL #35
NMC362272
LCL #36
NMC684371
EJM 1
NMC684372
EJM 2
NMC684373
EJM 3
NMC684374
EJM 4
NMC684375
EJM 5



NMC684376
EJM 6
NMC684377
EJM 7
NMC684378
EJM 8
NMC684379
EJM 9
NMC684380
EJM 10
NMC684381
EJM 11
NMC684382
EJM 12
NMC408889
AP # 1
NMC408890
AP # 2
NMC408891
AP # 3
NMC408892
AP # 4
NMC408893
AP # 5
NMC408894
AP # 6
NMC408895
AP # 7
NMC408896
AP # 8
NMC408897
AP # 9
NMC408898
AP # 10
NMC408899
AP # 11
NMC408900
AP # 12
NMC408901
AP # 13
NMC408902
AP # 14
NMC408903
AP # 15
NMC408904
AP # 16
NMC408905
AP # 17
NMC408906
AP # 18
NMC632168
AP 200
NMC632169
AP 201
NMC632170
AP 202
BLM Serial Number
Claim Name
NMC632172
AP 204
NMC632173
AP 205
NMC663238
AP 207
NMC670367
AP #9A
NMC670368
AP #10A
NMC689220
AP 1R
NMC689221
AP 3R
NMC689222
AP 202R
NMC689223
AP 204R
NMC689224
AP 205R
NMC454061
APTC # 1
NMC454062
APTC # 2
NMC454063
APTC # 3
NMC454064
APTC # 4
NMC454065
APTC # 5
NMC454066
APTC # 6



NMC454067
APTC # 7
NMC454068
APTC # 8
NMC454069
APTC # 9
NMC454070
APTC # 10
NMC454071
APTC # 11
NMC454072
APTC # 12
NMC454073
APTC # 13
NMC454074
APTC # 14
NMC454075
APTC # 15
NMC454076
APTC # 16
NMC454077
APTC # 17
NMC454078
APTC # 18
NMC454079
APTC # 19
NMC454080
APTC # 20
NMC454081
APTC # 21
NMC454082
APTC # 22
NMC454083
APTC # 23
NMC454084
APTC # 24
NMC454085
APTC # 25
NMC454086
APTC # 26
NMC454087
APTC # 27
NMC454088
APTC # 28
NMC454089
APTC # 29
NMC454090
APTC # 30
NMC454091
APTC # 31
NMC454092
APTC # 32
NMC454093
APTC # 33
NMC454094
APTC # 34
NMC454095
APTC # 35
NMC454096
APTC # 36
NMC918807
PEG 1
NMC918808
PEG 2
BLM Serial Number
Claim Name
NMC918809
PEG 3
NMC918810
PEG 4
NMC918811
PEG 5
NMC918812
PEG 6
NMC918813
PEG 7
NMC918814
PEG 8
NMC918815
PEG 9
NMC918816
PEG 10
NMC918817
PEG 11
NMC918818
PEG 12
NMC918819
PEG 13
NMC918820
PEG 14



NMC918821
PEG 15
NMC918822
PEG 16
NMC918823
PEG 17
NMC918824
PEG 18
NMC918825
PEG 19
NMC918826
PEG 20
NMC216402
TCL # 1
NMC216403
TCL # 2
NMC216404
TCL # 3
NMC216405
TCL # 4
NMC216406
TCL # 5
NMC216407
TCL # 6
NMC216408
TCL # 7
NMC216409
TCL # 8
NMC216410
TCL # 9
NMC216411
TCL # 10
NMC216412
TCL # 11
NMC216413
TCL # 12
NMC216414
TCL # 13
NMC216415
TCL # 14
NMC216416
TCL # 15
NMC216417
TCL # 16
NMC216418
TCL # 17
NMC216419
TCL # 18
NMC216420
TCL # 19
NMC216421
TCL # 20
NMC216422
TCL # 21
NMC216423
TCL # 22
NMC216424
TCL # 23
NMC216425
TCL # 24
NMC216426
TCL # 25
NMC216427
TCL # 26
NMC216428
TCL # 27
NMC216429
TCL # 28
NMC216430
TCL # 29
NMC216431
TCL # 30
BLM Serial Number
Claim Name
NMC216432
TCL # 31
NMC216433
TCL # 32
NMC216434
TCL # 33
NMC216435
TCL # 34
NMC643209
BARB # 1
NMC643210
BARB # 2
NMC643211
BARB # 3
NMC643212
BARB # 4



NMC408907
AP # 37
NMC408908
AP # 38
NMC408909
AP # 39
NMC408910
AP # 40
NMC408911
AP # 41
NMC408912
AP # 42
NMC408913
AP # 43
NMC408914
AP # 44
NMC408915
AP # 45
NMC408916
AP # 46
NMC408917
AP # 47
NMC408918
AP # 48
NMC408919
AP # 49
NMC408920
AP # 50
NMC408921
AP # 51
NMC408922
AP # 52
NMC408923
AP # 53
NMC408924
AP # 54
NMC933184
CALF 1
NMC933185
CALF 2
NMC933186
CALF 3
NMC933187
CALF 4
NMC933188
CALF 5
NMC933189
CALF 6
NMC933190
CALF 7
NMC933191
CALF 8
NMC933192
CALF 9
NMC933193
CALF 10
NMC933194
CALF 11
NMC933195
CALF 12
NMC933196
CALF 13
NMC933197
CALF 14
NMC933198
CALF 15
NMC933199
CALF 16
NMC933200
CALF 17
NMC933201
CALF 18
NMC952352
CALF 19
NMC952353
CALF 20
NMC952354
CALF 21
NMC952355
CALF 22
BLM Serial Number
Claim Name
NMC952356
CALF 23
NMC952357
CALF 24
NMC952358
CALF 25
NMC952359
CALF 26



NMC952360
CALF 27
NMC952361
CALF 28
NMC952362
CALF 29
NMC952363
CALF 30
NMC952364
CALF 31
NMC952365
CALF 32
NMC952366
CALF 33
NMC952367
CALF 34
NMC952368
CALF 35
NMC952369
CALF 36
NMC398105
FOR # 1
NMC398106
FOR # 2
NMC398107
FOR # 3
NMC398108
FOR # 4
NMC398109
FOR # 5
NMC398110
FOR # 6
NMC398111
FOR # 7
NMC398112
FOR # 8
NMC556959
RCL #173
NMC556960
RCL #174
NMC556961
RCL #175
NMC556962
RCL #176
NMC556963
RCL #177
NMC663239
FORTOO 1
NMC663240
FORTOO 2
NMC663241
FORTOO 3
NMC663242
FORTOO 4
NMC663243
FORTOO 5
NMC663244
FORTOO 6
NMC663245
FORTOO 7
NMC663248
FORTOO 10
NMC663249
FORTOO 11
NMC663250
FORTOO 12
NMC663251
FORTOO 13
NMC663252
FORTOO 14
NMC663253
FORTOO 15
NMC672352
FORTOO NO 16
NMC672353
FORTOO NO 17
NMC812860
FORTOO 18
NMC812861
FORTOO 19
NMC409749
KAREN # 4
NMC409750
KAREN # 6
NMC409751
KAREN # 8
NMC409752
KAREN # 10
BLM Serial Number
Claim Name



NMC479550
KAREN # 1
NMC479551
KAREN # 3
NMC479552
KAREN # 5
NMC479553
KAREN # 7
NMC479569
FOR # 9
NMC479570
FOR # 10
NMC479571
FOR # 11
NMC479572
FOR # 12
NMC409744
PEG #2
NMC409745PEG#4
NMC409746PEG#6
NMC409747PEG#8
NMC409748PEG#10
NMC479554PEG#1
NMC479555PEG#3
NMC479556PEG#5
NMC479557PEG#7
NMC479558PEG#9
NMC639278
WP 1
NMC639279
WP 2
NMC639280
WP 3
NMC639281
WP 4
NMC639282
HGS #37
NMC639283
HGS #38
NMC639284
HGS #39
NMC639285
HGS #40
NMC639286
HGS #41
NMC639287
HGS #42
NMC639288
HGS #43
NMC639289
HGS #44
NMC639290
HGS #45
NMC639291
HGS #46
NMC639292
HGS #47
NMC639293
HGS #48
NMC639294
HGS #49
NMC639295
HGS #50
NMC639296
HGS #51
NMC639297
HGS #52
NMC639298
HGS #53
NMC639299
HGS #54
NMC639300
HGS #55
NMC639301
HGS #56
NMC639318
HGS #284
NMC639319
HGS #285
NMC639320
HGS #286



NMC639321
HGS #288
NMC639322
HGS #289
NMC639323
HGS #290
BLM Serial Number
Claim Name
NMC639324
HGS #292
NMC639325
HGS #293
NMC639326
HGS #294
NMC639327
HGS #296
NMC1001050
NP 1
NMC1001051
NP 2
NMC1001052
NP 3
NMC1001053
NP 4
NMC1001054
NP 5
NMC1001055
NP 6
NMC1001056
NP 7
NMC1001057
NP 8
NMC1001058
NP 9
NMC1001059
NP 10
NMC1001060
NP 11
NMC1001061
NP 12
NMC1001062
NP 13
NMC1001063
NP 14
NMC1001064
NP 15
NMC1001065
NP 16
NMC1001066
NP 17
NMC976967
FAIR 1
NMC976968
FAIR 2
NMC728801
FM 97
NMC728802
FM 98
NMC728803
FM 99
NMC728804
FM 100
NMC728805
FM 101
NMC728806
FM 102
NMC728807
FM 103
NMC728808
FM 104
NMC728809
FM 105
NMC728810
FM 106
NMC728811
FM 107
NMC728812
FM 108
NMC541227
PF # 19
NMC541228
PF # 20
NMC541229
PF # 21
NMC541230
PF # 22
NMC541231
PF # 23
NMC541232
PF # 24



NMC541233
PF # 25
NMC541234
PF # 26
NMC541235
PF # 27
NMC541236
PF # 28
NMC541237
PF # 29
NMC541238
PF # 30
NMC541239
PF # 31
BLM Serial Number
Claim Name
NMC541240
PF # 32
NMC541241
PF # 33
NMC541242
PF # 34
NMC541243
PF # 35
NMC541244
PF # 36
NMC541245
PF # 37
NMC541246
PF # 38
NMC541247
PF # 39
NMC541248
PF # 40
NMC541249
PF # 41
NMC541250
PF # 42
NMC541251
PF # 43
NMC541252
PF # 44
NMC541253
PF # 45
NMC541254
PF # 46
NMC541255
PF # 47
NMC415697
HGS # 305
NMC415698
HGS # 306
NMC415702
HGS # 310
NMC415703
HGS # 311
NMC541209
PF # 1
NMC541210
PF # 2
NMC541211
PF # 3
NMC541212
PF # 4
NMC541213
PF # 5
NMC541214
PF # 6
NMC541215
PF # 7
NMC541216
PF # 8
NMC541217
PF # 9
NMC541218
PF # 10
NMC541219
PF # 11
NMC541220
PF # 12
NMC541221
PF # 13
NMC541222
PF # 14
NMC541223
PF # 15
NMC541224
PF # 16
NMC541225
PF # 17



NMC541226
PF # 18
NMC639207
CAPE #1
NMC639208
CAPE #2
NMC639209
CAPE #3
NMC639210
CAPE #4
NMC639211
CAPE #5
NMC639212
CAPE #6
NMC639213
CAPE #7
NMC639214
CAPE #8
NMC639215
CAPE #9
NMC639216
CAPE #10
BLM Serial Number
Claim Name
NMC639217
CAPE #11
NMC639218
CAPE #12
NMC639219
CAPE #13
NMC639220
CAPE #14
NMC639221
CAPE #15
NMC639222
CAPE #16
NMC639223
CAPE #17
NMC639224
CAPE #18
NMC639225
CAPE #19
NMC639226
CAPE #20
NMC639227
CAPE #21
NMC639228
CAPE #22
NMC639229
CAPE #23
NMC639230
CAPE #24
NMC639231
CAPE #25
NMC639232
CAPE #26
NMC639233
CAPE #27
NMC639234
CAPE #28
NMC639235
CAPE #29
NMC639236
CAPE #30
NMC639237
CAPE #31
NMC639238
CAPE #32
NMC639239
CAPE #33
NMC639240
CAPE #34
NMC639241
CAPE #35
NMC639242
CAPE #36
NMC639243
CAPE #37
NMC639244
CAPE #38
NMC639245
CAPE #39
NMC639246
CAPE #40
NMC639247
CAPE #41
NMC639248
CAPE #42
NMC639249
CAPE #43



NMC639250
CAPE #44
NMC639251
CAPE #45
NMC639252
CAPE #46
NMC639253
CAPE #47
NMC639254
CAPE #48
NMC639255
CAPE #49
NMC639256
CAPE #50
NMC639257
CAPE #51
NMC639258
CAPE #52
NMC639259
CAPE #53
NMC639260
CAPE #54
NMC639261
CAPE #55
NMC639262
CAPE #56
NMC639263
CAPE #57
NMC639264
CAPE #58
BLM Serial Number
Claim Name
NMC639265
CAPE #59
NMC639266
CAPE #78
NMC639267
CAPE #79
NMC639268
CAPE #80
NMC639271
CAPE #83
NMC639272
CAPE #84
NMC639273
CAPE #85
NMC639274
CAPE #86
NMC639275
CAPE #87
NMC639276
CAPE #88
NMC639277
CAPE #89
NMC639365
MAG #47
NMC639366
MAG #48
NMC639367
MAG #49
NMC639368
MAG #50
NMC639369
MAG #51
NMC639370
MAG #52
NMC639371
MAG #53
NMC639372
MAG #54
NMC639373
MAG #55
NMC639374
MAG #56
NMC639375
MAG #57
NMC639376
MAG #58
NMC639377
MAG #59
NMC639378
MAG #60
NMC639379
MAG #61
NMC639380
MAG #62
NMC639381
MAG #63
NMC639382
MAG #64



NMC1192488
BERNAL 1
NMC1192489
BERNAL 2
NMC1192490
BERNAL 3
NMC1192491
BERNAL 4
NMC1192492
BERNAL 5
NMC1192493
BERNAL 6
NMC1192494
BERNAL 7
NMC1192495
BERNAL 8
NMC1192496
HATCHER 1
NMC1192497
HATCHER 2
NMC1192498
HATCHER 3
NMC1192499
KUHN 1
NMC1192500
KUHN 2
NMC1192501
KUHN 3
NMC1192502
KUHN 4
NMC1192503
KUHN 5
NMC1192504
KUHN 6
NMC1192505
KUHN 7
NMC1192506
KUHN 8



BLM Serial Number
Claim Name
NMC1192507
KUHN 9
NMC1192508
KUHN 10
NMC1192509
KUHN 11
NMC1192510
KUHN 12
NMC1192511
KUHN 13
NMC1192512
KUHN 14
NMC1192513
KUHN 15
NMC1192514
KUHN 16
NMC1192515
KUHN 17
NMC1192516
KUHN 18
NMC1192517
TBJ 8A
NMC1192518
TBJ 9A

Leased Unpatented Mining Claims
1.Decker Lease

The Decker Lease provides for the lease of the following 170 unpatented mining claims generally located in § 24, T.33N., R.42E. and §§ 6, 18, 19, 20 and 30, T.33N., R.43E., Humboldt County, Nevada (noting that the E1/2NW1/4 of § 30, T.33N., R.43E. is owned by Marigold Mining Company. See item 9(b) above under the heading “Owned Real Property”):
af.Red and Kit Unpatented Mining Claims (161 claims)




BLM Serial Number
Claim Name
NMC48409
RED # 21
NMC48410
RED # 22
NMC48411
RED # 23
NMC48412
RED # 24
NMC48415
RED # 27
NMC48416
RED # 28
NMC48417
RED # 29
NMC48418
RED # 30
NMC48419
RED # 31
NMC48420
RED # 32
NMC48421
RED # 33
NMC48422
RED # 34
NMC48423
RED # 35
NMC48424
RED # 36
NMC48425
RED # 37
NMC48426
RED # 38
NMC56187
RED # 39
NMC56188
RED # 40
NMC56189
RED # 41
NMC56190
RED # 42
NMC56191
RED # 43
NMC56192
RED # 44
NMC56193
RED # 45
NMC56194
RED # 46



BLM Serial Number
Claim Name
NMC56195
RED # 47
NMC56196
RED # 48
NMC56197
RED # 49
NMC56198
RED # 50
NMC56199
RED # 52
NMC56200
RED # 53
NMC56201
RED # 54
NMC56202
RED # 55
NMC56203
RED # 56
NMC56204
RED # 57
NMC56205
RED # 58
NMC56206
RED # 59
NMC56207
RED # 60
NMC56208
RED # 61
NMC56209
RED # 62
NMC56210
RED # 63
NMC56211
RED # 64
NMC56212
RED # 65
NMC56213
RED # 66
NMC56214
RED # 67
NMC56215
RED # 68
NMC56216
RED # 69
NMC271665
RED #201
NMC271666
RED #202
NMC271667
RED #203
NMC271668
RED #204
NMC271669
RED #205
NMC271670
RED #206
NMC271671
RED #207
NMC271672
RED #208
NMC271673
RED #209
NMC271674
RED #210
NMC271675
RED #211
NMC271676
RED #212
NMC271677
RED #213
NMC271678
RED #214
NMC271679
RED #215
NMC271680
RED #216
NMC271681
RED #217
NMC271682
RED #218
NMC271683
RED #219
NMC271684
RED #220
NMC271685
RED #221
NMC271686
RED #222



NMC271687
RED #223
NMC271688
RFD #224
NMC271689
RED #601
NMC271690
RED #602
BLM Serial Number
Claim Name
NMC271691
RED #603
NMC271692
RED #604
NMC271693
RED #605
NMC271694
RED #606
NMC271695
RED #607
NMC271696
RED #608
NMC271697
RED #609
NMC271698
RED #610
NMC271699
RED #611
NMC271700
RED #612
NMC271701
RED #613
NMC271702
RED #614
NMC271703
RED #615
NMC271704
RED #616
NMC271705
RED #617
NMC271706
RED #618
NMC271707
RED #619
NMC271708
RED #620
NMC271709
RED #621
NMC271710
RED #622
NMC271711
RED #623
NMC271712
RED #624
NMC271713
RED #625
NMC271714
RED #626
NMC271715
RED #627
NMC271716
RED #628
NMC365642
KIT # 1
NMC365643
KIT # 2
NMC365644
KIT # 3
NMC365645
KIT # 4
NMC365646
KIT # 5
NMC365647
KIT # 6
NMC365648
KIT # 7
NMC365649
KIT # 8
NMC365650
KIT # 9
NMC365651
KIT # 10
NMC365652
KIT # 11
NMC365653
KIT # 12
NMC365654
KIT # 13
NMC365655
KIT # 14



NMC365656
KIT # 15
NMC365657
KIT # 16
NMC365658
KIT # 17
NMC365659
KIT # 18
NMC365660
KIT # 19
NMC365661
KIT # 20
NMC365662
KIT # 21
NMC365663
KIT # 22



BLM Serial Number
Claim Name
NMC365664
KIT # 23
NMC365665
KIT # 24
NMC365666
KIT # 25
NMC365667
KIT # 26
NMC365668
KIT # 27
NMC365669
KIT # 28
NMC365670
KIT # 29
NMC365671
KIT # 30
NMC365672
KIT # 31
NMC365673
KIT # 32
NMC365674
KIT # 33
NMC365675
KIT # 34
NMC365676
KIT # 35
NMC365677
KIT # 36
NMC678030
RED 1801A
NMC678031
RED 1802A
NMC678032
RED 1803A
NMC678033
RED 1804A
NMC678034
RED 1805A
NMC678035
RED 1806A
NMC678036
RED 1807A
NMC678037
RED 1808A
NMC678038
RED 1809A
NMC678039
RED 1810A
NMC678040
RED 1811A
NMC678041
RED 1812A
NMC678042
RED 1813A
NMC678043
RED 1814A
NMC678044
RED 1815A
NMC678045
RED 1816A
NMC678046
RED 1817A
NMC678047
RED 1818A
NMC678055
RED 1826A
NMC678056
RED 1827A
NMC678057
RED 1828A
NMC678058
RED 1829A
NMC678059
RED 1830A
NMC678060
RED 1831A
NMC678061
RED 1832A
NMC678062
RED 1833A
NMC678063
RED 1834A

ag.Red #23A Unpatented Mining Claim

BLM Serial Number
Claim Name
NMC552226
RED # 23A



ah.Red #24A Unpatented Mining Claim

BLM Serial Number
Claim Name
NMC552227
RED # 24A

ai.Nured Unpatented Mining Claims (7 claims)

BLM Serial Number
Claim Name
NMC871541
NURED 1819
NMC871542
NURED 1820
NMC871543
NURED 1821
NMC871544
NURED 1822
NMC871545
NURED 1823
NMC871546
NURED 1824
NMC871547
NURED 1825

2.Vek and Andrus Lease

The Vek and Andrus Lease provides for the lease of the following 205 unpatented mining claims and unpatented millsite claims generally located in § 36, T.33N., R.42E.; § 6, T.32N., R.43E.; § 8, T.33N., R.43E.; and §§ 30 and 32, T.34N., R.44E., Humboldt County, Nevada:
aj.COT and VAL Unpatented Mining Claims (134 claims)




BLM Serial Number
Claim Name
NMC271972
COT # 1
NMC271973
COT # 2
NMC271974
COT # 3
NMC271975
COT # 4
NMC271976
COT # 5
NMC271977
COT # 6
NMC271978
COT # 7
NMC271979
COT # 8
NMC271980
COT # 9
NMC271981
COT # 10
NMC271982
COT # 11
NMC271983
COT # 12
NMC271984
COT # 13
NMC271985
COT # 14
NMC271986
COT # 15
NMC271987
COT # 16
NMC271988
COT # 17
NMC271989
COT # 18
NMC271990
COT # 19
NMC271991
COT # 20
NMC271992
COT # 21
NMC271993
COT # 22
NMC271994
COT # 23
NMC271995
COT # 24
NMC271996
COT # 25



BLM Serial Number
Claim Name
NMC271997
COT # 26
NMC271998
COT # 27
NMC271999
COT # 28
NMC272000
COT # 29
NMC272001
COT # 30
NMC272002
COT # 31
NMC272003
COT # 32
NMC272004
COT # 33
NMC272005
COT # 34
NMC272006
COT # 35
NMC272007
COT # 36
NMC275733
COT # 38
NMC275750
COT # 55
NMC275751
COT # 56
NMC275752
COT # 57
NMC275753
COT # 58
NMC275755
COT # 60
NMC275757
COT # 62
NMC275759
COT # 64
NMC275760
COT # 65
NMC275761
COT # 66
NMC275762
COT # 67
NMC275763
COT # 68
NMC275764
COT # 69
NMC275765
COT # 70
NMC275766
COT # 71
NMC275767
COT # 72
NMC342068
COT #73
NMC342069
COT #74
NMC342070
COT #75
NMC342071
COT #76
NMC297554
VAL # 1
NMC297555
VAL # 2
NMC297556
VAL # 3
NMC297557
VAL # 4
NMC297558
VAL # 5
NMC297559
VAL # 6
NMC297560
VAL # 7
NMC297561
VAL # 8
NMC297562
VAL # 9
NMC297563
VAL # 10
NMC297564
VAL # 11
NMC297565
VAL # 12
NMC297566
VAL # 13



NMC297567
VAL # 14
NMC297568
VAL # 15
NMC297569
VAL # 16
NMC297570
VAL # 17
BLM Serial Number
Claim Name
NMC297571
VAL # 18
NMC347463
VAL # 19
NMC347464
VAL # 20
NMC347465
VAL # 21
NMC347466
VAL # 22
NMC347467
VAL # 23
NMC347468
VAL # 24
NMC347469
VAL # 25
NMC347470
VAL # 26
NMC347471
VAL # 27
NMC347472
VAL # 28
NMC347473
VAL # 29
NMC347474
VAL # 30
NMC347475
VAL # 31
NMC297572
VAL # 37
NMC297573
VAL # 38
NMC297574
VAL # 39
NMC297575
VAL # 40
NMC297576
VAL # 41
NMC297577
VAL # 42
NMC297578
VAL # 43
NMC297579
VAL # 44
NMC297580
VAL # 45
NMC297581
VAL # 46
NMC297582
VAL # 47
NMC297583
VAL # 48
NMC297584
VAL # 49
NMC297585
VAL # 50
NMC297586
VAL # 51
NMC297587
VAL # 52
NMC297588
VAL # 53
NMC297589
VAL # 54
NMC297590
VAL # 55
NMC297591
VAL # 56
NMC297592
VAL # 57
NMC297593
VAL # 58
NMC297594
VAL # 59
NMC297595
VAL # 60
NMC297596
VAL # 61
NMC297597
VAL # 62



NMC297598
VAL # 63
NMC297599
VAL # 64
NMC297600
VAL # 65
NMC297601
VAL # 66
NMC297602
VAL # 67
NMC297603
VAL # 68
NMC297604
VAL # 69
NMC297605
VAL # 70



BLM Serial Number
Claim Name
NMC297606
VAL # 71
NMC297607
VAL # 72
NMC361164
COT FRAC # 1
NMC361165
COT FRAC # 2
NMC361166
COT FRAC # 3
NMC361167
COT FRAC # 4
NMC361168
COT FRAC # 5
NMC361169
COT FRAC # 6
NMC361170
COT FRAC # 7
NMC361171
COT FRAC # 8
NMC361172
COT FRAC # 9
NMC371559
COT # 75A
NMC371560
COT # 76A

ak.RECOT Unpatented Mining Claims and GMMCMS Unpatented Millsite Claims (71 claims) (* denotes millsite claims)




BLM Serial Number
Claim Name
NMC822614
RECOT 37
NMC822615
RECOT 39
NMC822616
RECOT 40
NMC822617
RECOT 41
NMC822618
RECOT 42
NMC822619
RECOT 43
NMC822620
RECOT 45
NMC822621
RECOT 47
NMC822622
RECOT 50
NMC822623
RECOT 51
NMC822624
RECOT 52
NMC822625
RECOT 53
NMC822626
RECOT 54
NMC822627
RECOT 59
NMC822628
RECOT 61
NMC822629
RECOT 63
NMC822630
RECOT 63B
NMC822560 *
GMMCMS 1
NMC822561 *
GMMCMS 2
NMC822562 *
GMMCMS 3
NMC822563 *
GMMCMS 4
NMC822564 *
GMMCMS 5
NMC822565 *
GMMCMS 6
NMC822566 *
GMMCMS 7
NMC822567 *
GMMCMS 8
NMC822568 *
GMMCMS 9
NMC822569 *
GMMCMS 10
NMC822570 *
GMMCMS 11
NMC822571 *
GMMCMS 12
NMC822572 *
GMMCMS 13



BLM Serial Number
Claim Name
NMC822573 *
GMMCMS 14
NMC822574 *
GMMCMS 15
NMC822575 *
GMMCMS 16
NMC822576 *
GMMCMS 17
NMC822577 *
GMMCMS 18
NMC822578 *
GMMCMS 19
NMC822579 *
GMMCMS 20
NMC822580 *
GMMCMS 21
NMC822581 *
GMMCMS 22
NMC822582 *
GMMCMS 23
NMC822583 *
GMMCMS 24
NMC822584 *
GMMCMS 25
NMC822585 *
GMMCMS 26
NMC822586 *
GMMCMS 27
NMC822587 *
GMMCMS 28
NMC822588 *
GMMCMS 29
NMC822589 *
GMMCMS 30
NMC822590 *
GMMCMS 31
NMC822591 *
GMMCMS 32
NMC822592 *
GMMCMS 33
NMC822593 *
GMMCMS 34
NMC822594 *
GMMCMS 35
NMC822595 *
GMMCMS 36
NMC822596 *
GMMCMS 37
NMC822597 *
GMMCMS 38
NMC822598 *
GMMCMS 39
NMC822599 *
GMMCMS 40
NMC822600 *
GMMCMS 41
NMC822601 *
GMMCMS 42
NMC822602 *
GMMCMS 43
NMC822603 *
GMMCMS 44
NMC822604 *
GMMCMS 45
NMC822605 *
GMMCMS 46
NMC822606 *
GMMCMS 47
NMC822607 *
GMMCMS 48
NMC822608 *
GMMCMS 49
NMC822609 *
GMMCMS 50
NMC822610 *
GMMCMS 51
NMC822611 *
GMMCMS 52
NMC822612 *
GMMCMS 53
NMC822613 *
GMMCMS 54



3.Euro-Nevada Lease

The Euro-Nevada Lease provides for the lease of the following 36 unpatented mining claims generally located in § 10, T.33N., R.43E., Humboldt County, Nevada:

BLM Serial Number
Claim Name
NMC373649
SAR# 37
NMC373650
SAR# 38
NMC373651
SAR# 39
NMC373652
SAR# 40
NMC373653
SAR# 41
NMC373654
SAR# 42
NMC373655
SAR# 43
NMC373656
SAR# 44
NMC373657
SAR# 45
NMC373658
SAR# 46
NMC373659
SAR# 47
NMC373660
SAR# 48
NMC373661
SAR# 49
NMC373662
SAR# 50
NMC373663
SAR# 51
NMC373664
SAR# 52
NMC373665
SAR# 53
NMC373666
SAR# 54
NMC373667
SAR# 55
NMC373668
SAR# 56
NMC373669
SAR# 57
NMC373670
SAR# 58
NMC373671
SAR# 59
NMC373672
SAR# 60
NMC373673
SAR# 61
NMC373674
SAR# 62
NMC373675
SAR# 63
NMC373676
SAR# 64
NMC373677
SAR# 65
NMC373678
SAR# 66
NMC373679
SAR# 67
NMC373680
SAR# 68
NMC373681
SAR# 69
NMC373682
SAR# 70
NMC373683
SAR# 71
NMC373684
SAR# 72

4.Nevada North Lease

The Nevada North Lease provides for the lease of the following 48 unpatented mining claims generally located in §§ 6 (S2NE4, N2SE4, SE4SE4) and 8, T.32N., R.43E., Humboldt County, Nevada:




BLM Serial Number
Claim Name
NMC409224
BC- 1



BLM Serial Number
Claim Name
NMC409225
BC- 2
NMC409226
BC- 3
NMC409227
BC- 4
NMC409228
BC- 5
NMC409229
BC- 6
NMC409230
BC- 7
NMC409231
BC- 8
NMC409232
BC- 9
NMC409233
BC-10
NMC409234
BC-11
NMC409235
BC-12
NMC409236
BC-13
NMC409237
BC-14
NMC409238
BC-15
NMC409239
BC-16
NMC409240
BC-17
NMC409241
BC-18
NMC409242
BC-19
NMC409243
BC-20
NMC409244
BC-21
NMC409245
BC-22
NMC409246
BC-23
NMC409247
BC-24
NMC409248
BC-25
NMC409249
BC-26
NMC409250
BC-27
NMC409251
BC-28
NMC409252
BC-29
NMC409253
BC-30
NMC409254
BC-31
NMC409255
BC-32
NMC409256
BC-33
NMC409257
BC-34
NMC409258
BC-35
NMC409259
BC-36
NMC409260
BC-37
NMC409261
BC-38
NMC409262
BC-39
NMC409263
BC-40
NMC409264
BC-41
NMC409265
BC-42
NMC409266
BC-43
NMC409267
BC-44
NMC409268
BC-45
NMC409269
BC-46
NMC409270
BC-47
NMC409271
BC-48



5.Franco-Nevada Lease

The Franco-Nevada Lease provides for the lease of the following 82 unpatented mining claims generally located in §§ 28 and 32, T33.N., R.43E., Humboldt County, Nevada:




BLM Serial Number
Claim Name
NMC379514
N - 1
NMC379515
N - 2
NMC379516
N - 3
NMC379517
N - 4
NMC379518
N - 5
NMC379519
N - 6
NMC379520
N - 7
NMC379521
N - 8
NMC379522
N - 9
NMC379523
N - 10
NMC379524
N - 11
NMC379525
N - 12
NMC379526
N - 13
NMC379527
N - 14
NMC379528
N - 15
NMC379529
N - 16
NMC379530
N - 17
NMC379531
N - 18
NMC379532
N - 19
NMC379533
N - 20
NMC379534
N - 21
NMC379535
N - 22
NMC379536
N - 23
NMC379537
N - 24
NMC379538
N - 25
NMC379539
N - 26
NMC379540
N - 27
NMC379541
N - 28
NMC379542
N - 29
NMC379543
N - 30
NMC379544
N - 31
NMC379545
N - 32
NMC379546
N - 33
NMC379547
N - 34
NMC379548
N - 35
NMC379549
N - 36
NMC379550
N - 37
NMC379551
N - 38
NMC379552
N - 39
NMC379553
N - 40
NMC379554
N - 41
NMC379555
N - 42
NMC379556
N - 43



BLM Serial Number
Claim Name
NMC379557
N - 44
NMC379558
N - 45
NMC379559
N - 46
NMC379560
N - 47
NMC379561
N - 48
NMC379562
N - 49
NMC379563
N - 50
NMC379564
N - 51
NMC379565
N - 52
NMC379566
N - 53
NMC379567
N - 54
NMC379568
N - 55
NMC379569
N - 56
NMC379570
N - 57
NMC379571
N - 58
NMC379572
N - 59
NMC379573
N - 60
NMC379574
N - 61
NMC379575
N - 62
NMC379576
N - 63
NMC379577
N - 64
NMC379578
N - 65
NMC379579
N - 66
NMC379580
N - 67
NMC379581
N - 68
NMC379582
N - 69
NMC379583
N - 70
NMC379584
N - 71
NMC379585
N - 72
NMC623992
N - 109
NMC623993
N - 110
NMC623994
N - 111
NMC623995
N - 112
NMC676435
N - 20A
NMC676436
N - 22A
NMC676437
N - 28A
NMC676438
N - 29A
NMC676439
N - 30A
NMC676440
N - 31A

6.New Nevada 2006 Lease

The New Nevada 2006 Lease provides for the lease of the following 112 unpatented mining claims generally located in §§ 20, 30 and 32, T32.N., R.42E., and § 6, T31.N., R.42E., Humboldt County, Nevada:




BLM Serial Number
Claim Name
NMC750721
CHU 17
NMC750722
CHU 18



BLM Serial Number
Claim Name
NMC750723
CHU 19
NMC750724
CHU 20
NMC750725
CHU 21
NMC750726
CHU 22
NMC750727
CHU 23
NMC750728
CHU 24
NMC750729
CHU 25
NMC750730
CHU 26
NMC750731
CHU 27
NMC750732
CHU 28
NMC750733
CHU 29
NMC750734
CHU 30
NMC750735
CHU 31
NMC750736
CHU 32
NMC752847
MB 82
NMC752848
MB 83
NMC752849
MB 84
NMC752850
MB 85
NMC752851
MB 86
NMC752852
MB 87
NMC752853
MB 88
NMC752854
MB 89
NMC752855
MB 90
NMC752856
MB 91
NMC752857
MB 92
NMC752858
MB 93
NMC752859
MB 94
NMC752860
MB 95
NMC752861
MB 96
NMC752862
MB 97
NMC752863
MB 98
NMC752864
MB 99
NMC752865
MB 100
NMC752866
MB 101
NMC752867
MB 102
NMC752868
MB 103
NMC752869
MB 104
NMC752870
MB 105
NMC752871
MB 106
NMC752872
MB 107
NMC752873
MB 108
NMC752874
MB 109
NMC752875
MB 110
NMC752876
MB 111



NMC752877
MB 112
NMC752878
MB 113
NMC752879
MB 114
NMC752880
MB 115
BLM Serial Number
Claim Name
NMC752881
MB 116
NMC752882
MB 117
NMC780924
LOU 1
NMC780925
LOU 2
NMC780926
LOU 3
NMC780927
LOU 4
NMC780928
LOU 5
NMC780929
LOU 6
NMC780930
LOU 7
NMC780931
LOU 8
NMC780932
LOU 9
NMC780933
LOU 10
NMC780934
LOU 11
NMC780935
LOU 12
NMC780936
LOU 13
NMC780937
LOU 14
NMC780938
LOU 15
NMC780939
LOU 16
NMC780940
LOU 17
NMC780941
LOU 18
NMC780942
LOU 19
NMC780943
LOU 20
NMC780944
LOU 21
NMC780945
LOU 22
NMC780946
LOU 23
NMC780947
LOU 24
NMC780948
LOU 25
NMC780949
LOU 26
NMC780950
LOU 27
NMC780951
LOU 28
NMC780952
LOU 29
NMC780953
LOU 30
NMC780954
LOU 31
NMC780955
LOU 32
NMC780956
LOU 33
NMC780957
LOU 34
NMC780958
LOU 35
NMC780959
LOU 36
NMC821539
BISON # 1
NMC821540
BISON # 2



NMC821541
BISON # 3
NMC821542
BISON # 4
NMC821543
BISON # 5
NMC821544
BISON # 6
NMC821545
BISON # 7
NMC821546
BISON # 8
NMC821547
BISON # 9
NMC821548
BISON # 10
BLM Serial Number
Claim Name
NMC821549
BISON # 11
NMC821550
BISON # 12
NMC821551
BISON # 13
NMC821552
BISON # 14
NMC821553
BISON # 15
NMC821554
BISON # 16
NMC821555
BISON # 17
NMC821556
BISON # 18
NMC821557
BISON # 19
NMC821558
BISON # 20
NMC821559
BISON # 21
NMC821560
BISON # 22
NMC821561
BISON # 23
NMC821562
BISON # 24

7.Waseco Option Agreement

Option Agreement between Waseco Resources US Inc. and Marigold Mining Company, dated effective July 1, 2020, provides an option to acquire the Amended and Restated Mining Lease, among Waseco Resources US Inc., Aquarian Mining Exploration Inc. and William Fyvie Holdings Ltd, dated July 1, 2020, covering the following unpatented mining claims located in Township 32 North, Range 43 East, Section 20, MDBM, Lander County, Nevada:




New BLM Serial Number
Legacy BLM Serial Number
Claim Name
NV101356430
NMC937844
SBD 1
NV101356431
NMC937845
SBD 2
NV101356432
NMC937846
SBD 3
NV101356433
NMC937847
SBD 4
NV101356434
NMC937848
SBD 5
NV101356435
NMC937849
SBD 6
NV101356436
NMC937850
SBD 7
NV101356437
NMC937851
SBD 8
NV101356438
NMC937852
SBD 9
NV101356439
NMC937853
SBD 11
NV101356440
NMC937854
SBD 12
NV101356441
NMC937855
SBD 13
NV101356442
NMC937856
SBD 14
NV101356443
NMC937857
SBD 15
NV101356444
NMC937858
SBD 16
NV101356445
NMC937859
SBD 17
NV101356446
NMC937860
SBD 18
NV101356447
NMC937861
SBD 19
NV101356448
NMC937862
SBD 20
NV101356449
NMC937863
SBD 21
NV101356450
NMC937864
SBD 22
NV101356451
NMC937865
SBD 23
NV101356452
NMC937866
SBD 24



New BLM Serial Number
Legacy BLM Serial Number
Claim Name
NV101357443
NMC937867
SBD 25
NV101357444
NMC937868
SBD 26
NV101357445
NMC937869
SBD 27
NV101357446
NMC937870
SBD 28
NV101357447
NMC937871
SBD 29
NV101357448
NMC937872
SBD 30


Leased Real Property
1.image_14a.jpgSFP Minerals Lease3

al.Approximately 649.00 acres within the All of § 5, T.33N., R.43E., M.D.B.&M., and identified as Humboldt County Assessor’s parcel number 007-461-02 for 2013-14 and 3343-05-100-001 for 2014-15;

am.Approximately 640.00 acres within the All of § 9, T.33N., R.43E., M.D.B.&M., and identified as Humboldt County Assessor’s parcel number 007-461-09 for 2013-14 and 3343-09-100-001 for 2014-15;

an.Approximately 649.00 acres within the All of § 17, T.33N., R.43E., M.D.B.&M., and identified as Humboldt County Assessor’s parcel number 007-461-14 for 2013-14 and 3343-17-100-001 for 2014-15; and

ao.Approximately 631.00 acres within the All of § 31, T.33N., R.43E., M.D.B.&M., and identified as Humboldt County Assessor’s parcel number 007-461-31 for 2013-14 and 3343-31-100-001 for 2014-15.

2.SPLC Lease and SPLC Sublease (New Nevada Lands, LLC, as lessor, and Newmont, as lessee and sublessor)

ap.Approximately 640.00 acres within the All of § 29, T.34N., R.43E., M.D.B.&M., and identified as Humboldt County Assessor’s parcel number 007-401-29 for 2013-14 and 3443-29-100-001 for 2014-15; and

aq.Approximately 640.00 acres within the All of § 33,4 T.34N., R.43E., M.D.B.&M., and identified as Humboldt County Assessor’s parcel numbers 007-403-01 through 007-403-05, 007-403-07 through 007-403-10, 007-404-01, 007-404-03 through 007-404-13 for 2013-14
and 3443-33-100-001 through 3443-33-100-005, 3443-33-200-001 through 3443-33-200-008,
3443-33-300-001 through 3443-33-300-004, 3443-33-400-001 through 3443-33-400-003 for
2014-15;



image_13.jpg
3 For §§ 9 and 17 (items 1.a. and b.), the SFP Minerals Lease covers mineral rights only. Marigold Mining Company owns the surface rights in these sections. See items 2 and 3 above under the heading “Owned Real Property”.
4 For § 33, the SPLC Lease and SPLC Sublease are for minerals only. Marigold Mining Company owns surface rights in § 33. See item 4 above under the heading “Owned Real Property”.



3.SPLC Sublease (now lease with Franco-Nevada U.S. Corporation, as lessor)

ar.Approximately 653.60 acres within the All of § 1, T.33N., R.42E., M.D.B.&M., and identified as Humboldt County Assessor’s parcel number 007-451-06 for 2013-14 and 3342-01-100-001 for 2014-15;

as.Approximately 640.00 acres within the All of § 13, T.34N., R.42E., M.D.B.&M., and identified as Humboldt County Assessor’s parcel number 007-451-18 for 2013-14 and 3342-13-100-001 for 2014-15;

at.Approximately 640.00 acres within the All of § 25, T.34N., R.42E., M.D.B.&M., and identified as Humboldt County Assessor’s parcel number 007-451-30 for 2013-14 and 3342-25-100-001 for 2014-15;

au.Approximately 625.80 acres within the All of § 7, T.33N., R.43E., M.D.B.&M., and identified as Humboldt County Assessor’s parcel number 007-461-07 for 2013-14 and 3343-07-100-001 for 2014-15;

av.Approximately 620.00 acres within the All of § 19, T.34N., R.43E., M.D.B.&M., and identified as Humboldt County Assessor’s parcel number 007-401-21 for 2013-14 and 3443-19-100-001 for 2014-15; and

aw.Approximately 625.38 acres within the All of § 31, T.34N., R.43E., M.D.B.&M., and identified as Humboldt County Assessor’s parcel number 007-401-36 for 2013-14 and 3443-31-100-001 for 2014-15.

4.2018 UNR Lease

Approximately 628.00 acres within the All of § 19, T.33N., R.43E., M.D.B.&M., and identified as Humboldt County Assessor’s parcel number 007-461-19 for 2013-14 and 3343-19-100-001 for 2014-15.
5.New Nevada 2012 Lease

Mineral interests owned by New Nevada Resources, LLC, and surface estate owned by New Nevada Lands, LLC, and leased under the New Nevada 2012 Lease.
T.33N., R.43E., M.D.B.&M.
§ 33, All (Approximately 640.00 acres, surface estate owned by New Nevada Lands, LLC)
6.New Nevada 2014 Lease

Mineral interests owned by New Nevada Resources, LLC, and certain surface estate owned by New Nevada Lands, LLC, and leased under the New Nevada 2014 Lease.
T.31N., R.42E., M.D.B.&M.
§ 5, All of that portion of section lying within the boundaries of Lander County (Approximately 441.00 acres)
§ 5, All of that portion of section lying within the boundaries of Humboldt County (Approximately 337.50 acres)

T.32N., R.42E., M.D.B.&M.
§ 9, All (Approximately 640 acres)



§ 21, All of that portion of section lying within the boundaries of Lander County (Approximately 240.00 acres)
§ 21, All of that portion of section lying within the boundaries of Humboldt County (Approximately 400 acres)
§ 23, E/2, E/2 W/2, NW/4 NW/4 (Approximately 520 acres)
§ 27, SE/4, N/2 NE/4 (Approximately 240 acres)
§ 27, W/2, S/2 NE/4 (Approximately 400 acres)
§ 29, All (Approximately 640 acres)
§ 31, All (Approximately 610 acres)
T.33N., R.42E., M.D.B.&M.
§ 11, All (Approximately 640.00 acres, surface estate owned by New Nevada Lands, LLC)
§ 23, All (Approximately 640.00 acres, surface estate owned by KH Investors, LLC)
§ 35, All (Approximately 640.00 acres, surface estate owned by Finance All, LLC)





SCHEDULE 3.1(27)

MARIGOLD PROJECT LEASES


Marigold Project Leases that are Material Leasehold Interests
1.The Decker Lease.
2.The Vek and Andrus Lease.
3.The SFP Minerals Lease.
4.The UNR Lease.

Other Marigold Project Leases
5.Euro-Nevada Lease
6.Nevada North Lease
7.Franco-Nevada Lease
8.New Nevada 2006 Lease
9.Waseco Option Agreement
10.SPLC Lease and Sublease (New Nevada Lands, LLC, as lessor, and Nevada Gold Mines, as lessee and sublessor)
11.SPLC Sublease (Franco-Nevada U.S. Corporation, as lessor)
12.New Nevada 2012 Lease
13.New Nevada 2014 Lease



SCHEDULE 3.1(28) MARIGOLD PROJECT AUTHORIZATIONS



Permit Name
Permit Number
Plan of Operations
N26-88-005P
Reclamation Permit and Bond
0108
Water Pollution Control Permit (including Petroleum Contaminated Soils Permit)
NEV0088040
Stormwater General Discharge Permit
NVR300000
Title V Air Quality Operating Permit
AP1041-2967
Class II Air Quality Operating Permit
AP1041-3666
Mercury Operating Permit to Construct: Phase II (air)
AP1041-2254
EPA/RCRA ID
NVD986766954
Industrial Artificial Pond Permit
39502
Jurisdictional Waters of the U.S. Determination
N/A (no jurisdictional waters)
Class III Landfill Waiver
SW1764
Hazardous Materials Permit (State of Nevada)
97207
BATF License
9-NV-013-20-3D-00359
Potable Water Permit
HU-1103-NTNC

Septic Permit
GNEVOSDS09-L-00161 GNEVOSDS09-L-02521 GNEVOSDS09-S03411



Radio Licenses
WNPA726 WNUV910 WPMF419 WQVA510 WQVA548 WQVA551
DOT Hazardous Materials Registration
061818550 430AC
Liquefied Petroleum Gas – Class 5 License
5-3482-01
Trout Creek Dam Permit (including Dam/Impoundment Permit)
J-666



Water Rights
83256 (Permanent Change App 3691)
2324 (Certificate 584) Permits 76425, S01, S02, S03
Permits 86582, 86583, 87235-87242, 88986, 89972T, 89707T, 90118T
Applications 865842, 865852, 808492,
32822,V018982, 22162



Waiver DW-169
County Conditional Use Permit
UH-20-12
MSHA ID
26-02081

Notes:
1.As of the date hereof, permit is in the renewal process.
2.As of the date hereof, permit is pending with the State of Nevada.




SCHEDULE 3.1(32) EXISTING ROYALTY AGREEMENTS

EXISTING ROYALTY AGREEMENT
MINIMUM ANNUAL ROYALTY/ADVANCE ROYALTY
PRODUCTION ROYALTY
1. The Decker Lease
Minimum annual royalty of
$60,000, payable in $5,000 monthly installments for the remainder of the term of the Decker Lease.
Gross production royalty on ores mined from the Claims (as defined in the Decker Lease) and the University Lands (as defined in the Decker Lease) and processed based on the price of gold as follows:
debt1a.jpg

*Note: The “University Lands” refers to the lands subject to the 2018 UNR Lease.
2. The Vek and Andrus Lease
$160,000 on each anniversary (after, and including, the fifth anniversary) of the Vek and Andrus Lease.

The amount of advance royalties shall be subject to adjustment in an amount equal to the change in the Producer Price Index for Industrial Commodities (1967=100%)
If and when the lessee commences production of metals and minerals, the lessee shall pay the lessor a production royalty of 5% of the net mint or smelter returns (as defined in the Vek and Andrus Lease) upon all metals, ores, minerals and mineral substances (or concentrates produced therefrom by lessee) produced, sold and shipped from the Subject Property (as defined in the Vek and Andrus Lease), until the lessor has received
$1,500,000 from all payments (advance and production), and a production royalty of 3% thereafter. The current production royalty under the Vek and Andrus Lease is 3% of the net mint or smelter returns.




EXISTING ROYALTY AGREEMENT
MINIMUM ANNUAL ROYALTY/ADVANCE ROYALTY
PRODUCTION ROYALTY
3. The SFP
Minerals Lease
Lessee shall pay lessor an advance royalty payment annually on the anniversary date and on each succeeding anniversary date of $20/acre for the Leased Premises (as defined in the SFP Minerals Lease) that are subject to the SFP Minerals Lease.
In the event lessee removes Minerals (as defined in the SFP Minerals Lease) from the Leased Premises, lessee shall pay to lessor production royalty equal to 5% of the Net Returns (as defined in the SFP Minerals Lease) of the Minerals mined and removed.
4. The 2018 UNR
Lease
Lessee agrees to pay to the lessor an advance royalty payment of: $200,000 payable on August 1, 2018; $200,000
for 2019 through 2024 (inclusive), payable annually on January 1; and $100,000 from 2025 onwards, payable annually on January 1, provided that if before the end of any Lease Year (as defined in the 2018 UNR Lease) Marigold Mining Company ceases production on the Property (as defined in the 2018 UNR Lease), but Marigold Mining Company continues to explore for or develop Minerals (as defined in the 2018 UNR Lease) or use the Property for access, such payments in the succeeding Lease Year(s) shall be reduced to $25,000 while the 2018 UNR Lease is in effect. The advance royalty payments are subject to annual adjustment based on changes in the Consumer’s Price Index (CPI).
A production royalty equal to 5.0% of the Net Smelter Returns (as defined in the 2018 UNR Lease) from the production or sale of Minerals (as defined in the 2018 UNR Lease) from the Property.

*Note: The lands subject to the 2018 UNR Lease are also subject to a royalty under the Decker Lease.






EXISTING ROYALTY AGREEMENT
MINIMUM ANNUAL ROYALTY/ADVANCE ROYALTY
PRODUCTION ROYALTY
5. Purchase and assignment agreement made as of December 1,
1988 (the “Freeport Royalty Agreement”) between Freeport- McMoran Gold Company, a Delaware corporation (predecessor in interest to Royal Gold, Inc. (“Royal Gold”)), and Rayrock Mines, Inc., a Nevada Corporation (predecessor in interest to Marigold Mining Company)
There is no minimum royalty or advance payment.
A Net Smelter Return Royalty equal to 2% of Net Smelter Returns (as defined in the Freeport Royalty Agreement), payable sixty
(60) days from the end of each calendar quarter year during which Minerals Products (as defined in the Freeport Royalty Agreement) produced from ore mined from the Mining Property (as defined in the Freeport Royalty Agreement) is sold.

The Net Smelter Return Royalty shall only be payable after 150,000 troy ounces of gold have been produced and sold from ores mined from the Mining Property.

Mining Property” as defined in the Freeport Royalty Agreement is made up of: (i) the lands subject to the Decker Lease; and (ii) the lands subject to the 2018 UNR Lease.

The Net Smelter Return Royalty is due and payable to Royal Gold.
6. The Euro- Nevada Lease
There is no minimum royalty or advance payment.
A production royalty equal to 5% of the net mint or smelter returns (as defined in the Euro- Nevada Lease) upon all metals, ores, minerals and mineral substances (or concentrates produced therefrom by lessee), produced sold and shipped or otherwise disposed of from the Subject Property (as defined in the Euro- Nevada Lease).
7. The SPLC Lease and the SPLC Sublease
Lessee shall pay lessor an advance royalty payment annually on the anniversary date and on each succeeding anniversary date of $20/acre for the Leased Premises (as defined in the SPLC Sublease).
In the event lessee removes Minerals (as defined in the SPLC Sublease) from the Leased Premises (as defined in the SPLC Sublease), lessee shall pay to lessor a production royalty equal to 5% of the Net Returns (as defined in the SPLC Sublease) of the Minerals mined and removed.






EXISTING ROYALTY AGREEMENT
MINIMUM ANNUAL ROYALTY/ADVANCE ROYALTY
PRODUCTION ROYALTY
8. Royalty agreement effective August 25, 2014 between Marigold Mining Company and Newmont (as predecessor in interest to Maverick Metals Inc.) (the “Maverick Royalty Agreement”)
There is no minimum royalty or advance payment.
A production royalty equal to 2.0% of Net Smelter Returns (as defined in the Maverick Royalty Agreement) from the sale or other disposition of all Minerals (as defined in the Maverick Royalty Agreement) produced from the Properties (as defined in the Maverick Royalty Agreement).

Properties” as defined in the Maverick Royalty Agreement is made up of the property, acquired from Newmont, listed as item 6 of the “Owned Real Property” set out in Schedule 3.1(26).
9. The New Nevada 2012 Lease
Annual payment of $1/acre of the Leased Premises (as defined in the New Nevada 2012 Lease), which, beginning on the fifth anniversary date of the New Nevada 2012 Lease, shall be increased by 5% or the percentage increase in the CPI deflator of the Gross National Product for the calendar year immediately preceding the anniversary date of the New Nevada 2012 Lease, whichever is greater.
A production royalty equal to 3.5% of the net mint or smelter returns upon all Leased Substances (as defined in the New Nevada 2012 Lease) (or concentrates produced therefrom) produced, sold and shipped from the Leased Premises (as defined in the New Nevada 2012 Lease).







EXISTING ROYALTY AGREEMENT
MINIMUM ANNUAL ROYALTY/ADVANCE ROYALTY
PRODUCTION ROYALTY
10. The New
Nevada 2014 Lease
Beginning on the twentieth anniversary date of the New Nevada 2014 Lease, annual payment of $3/acre of the Leased Premises (as defined in the New Nevada 2014 Lease) that remain subject to the New Nevada 2014 Lease. Certain advance minimum royalty payments are due on the first through the nineteenth anniversary dates of the New Nevada 2014 Lease, but are not based on the acreage of Leased Premises.
A production royalty equal to 2.125% of the net mint or smelter returns upon all Leased Substances (as defined in the New Nevada 2014 Lease) (or concentrates produced therefrom) produced, sold and shipped from the Leased Premises; provided, however, as to any industrial minerals that are produced, sold and shipped from any portion of the Leased Premises pursuant to any sublease granted previously or hereafter by lessee and for which a production royalty is payable to lessee based on the volume or weight of industrial minerals that are produced from the Lease Premises, lessee shall pay 50% of the amount of the production royalty received by lessee for those industrial minerals and no further additional production royalty shall be payable under the New Nevada 2014 Lease for those industrial minerals.
11. The Nevada North Lease
Annual payment equal to 57% of the following advance royalty payment amounts, based on the Average Gold Price (as defined in the Nevada North Lease) per ounce:debt2.jpg
Production royalty of the following, based on the Gold Price (as defined in the Nevada North Lease) per ounce, subject to lessee’s option to reduce the production royalty to 2% of the Net Returns (as defined in the Nevada North Lease) for US$1 million; provided that such option shall only be exercisable by lessee in the event the Congress of the United States during the term of the Nevada North Lease imposes any type of production royalty on production or sale of Leased Substances (as defined in the Nevada North Lease):
Gold Price per ounce
Royalty Percentage of Net Returns
$275 or less
3%
Greater than
$275 but less than $375
4%
$375 or greater
5%







EXISTING ROYALTY AGREEMENT
MINIMUM ANNUAL ROYALTY/ADVANCE ROYALTY
PRODUCTION ROYALTY
12. Franco-Nevada Lease
There is no minimum royalty or advance payment.
Production royalty of 3% of the Net Smelter Returns (as defined in the Franco-Nevada Lease) from the sale of Mineral Substances (as defined in the Franco-Nevada Lease) from the Property (as defined in the Franco-Nevada Lease).
13. NSR agreement entered into on June 8, 2018 between Marigold Mining Company and Doby George, LLC (the “Doby George Royalty Agreement”)
There is no minimum royalty or advance payment.
Production royalty of 3% of the Net Smelter Returns (as defined in the Doby George Royalty Agreement) from the sale of Precious Metals (as defined in the Doby George Royalty Agreement) from the Property (as defined in the Doby George Royalty Agreement).

Property” as defined in the Doby George Royalty Agreement is made up of the property listed as item 9(b) of the “Owned Real Property” set out in Schedule 3.1(26).
14. NSR agreement entered into on January 30, 2019 between Doby George, LLC and Western Royalty Holding LLC, as assigned by Doby George, LLC to Western Exploration LLC (“WEX”) and subsequently assigned by WEX to Marigold Mining Company pursuant to an assignment of NSR agreement made effective as of January 30, 2019 (the “WEX Royalty Agreement”)
There is no minimum royalty or advance payment.
Production royalty of the following, in accordance with the sliding scale set forth below and payable only on recoverable gold ounces produced and sold from the Property (as defined in the WEX Royalty Agreement) that are in excess of the first 275,000 ounces of gold produced and sold from the Property:debt3.jpg

Property” as defined in the WEX Royalty Agreement is made up of the property listed as item 10(b) of the “Owned Real Property” set out in Schedule 3.1(26).






EXISTING ROYALTY AGREEMENT
MINIMUM ANNUAL ROYALTY/ADVANCE ROYALTY
PRODUCTION ROYALTY
15. Net smelter returns royalty agreement made and entered into effective as of June 3, 2019 by and between Marigold Mining Company and Newmont (the “Newmont TC Royalty Agreement”)
There is no minimum royalty or advance payment.
A production royalty equal to 0.5% of Net Smelter Returns (as defined in the Newmont TC Royalty Agreement) from the sale or other disposition of all Minerals (as defined in the Newmont TC Royalty Agreement) produced from the Properties (as defined in the Newmont TC Royalty Agreement).

Properties” as defined in the Newmont TC Royalty Agreement is made up of: the property acquired from Newmont, listed as item 11 of the “Owned Real Property” set out in Schedule 3.1(26); certain unpatented mining claims acquired from Newmont, listed under “Owned Unpatented Mining Claims” in Schedule 3.1(26); certain leased unpatented mining claims acquired from Newmont, listed under items 4 (Nevada North Lease) and 6 (New Nevada 2006 Lease) of the “Leased Unpatented Mining Claims” in Schedule 3.1(26); and certain leased property, acquired from Newmont, listed under item 6 of the “Lease Real Property” in Schedule 3.1(26).
16. Net smelter returns royalty agreement (Venture Real Property) made and entered into effective as of June 3, 2019 by and between Marigold Mining Company and Newmont (the “Newmont BV Royalty Agreement”)
There is no minimum royalty or advance payment.
A production royalty equal to 0.5% of Net Smelter Returns (as defined in the Newmont BV Royalty Agreement) from the sale or other disposition of a 70% interest in all Minerals (as defined in the Newmont BV Royalty Agreement) produced from the Properties (as defined in the Newmont BV Royalty Agreement).

Properties” as defined in the Newmont BV Royalty Agreement is made up of: the property acquired from Newmont and Fairmile Gold Mining Inc. (“Fairmile”), listed as item 12 of the “Owned Real Property” set out in Schedule 3.1(26); and certain unpatented mining claims acquired from Newmont and Fairmile, listed under “Owned Unpatented Mining Claims” in Schedule 3.1(26).







EXISTING ROYALTY AGREEMENT
MINIMUM ANNUAL ROYALTY/ADVANCE ROYALTY
PRODUCTION ROYALTY
17. New Nevada
2006 Lease
$50,000 annually on June 1 during the term of the New Nevada 2006 Lease.
Production royalty of the following percentages of net smelter returns (as defined in the New Nevada 2006 Lease) from the sale of gold from the Property (as defined in the New Nevada 2006 Lease)debt4.jpg

Also includes sliding scale production royalty of 3% to 6.5% of net smelter returns (as defined in the New Nevada 2006 Lease) from the sale of silver from the Property (as defined in the New Nevada 2006 Lease) and production royalty of 3% of net smelter returns (as defined in the New Nevada 2006 Lease) from the sale of other Minerals (as defined in the New Nevada 2006 Lease) from the Property (as defined in the New Nevada 2006 Lease).






EXISTING ROYALTY AGREEMENT
MINIMUM ANNUAL ROYALTY/ADVANCE ROYALTY
PRODUCTION ROYALTY
18. Net smelter
There is no minimum royalty
A production royalty equal to 3.0% of net
return royalty dated
or advance payment.
smelter returns (as defined in the IAMGOLD
as of August 30,
Royalty Agreement) from the sale of minerals
1994 between
from the Claims (as defined in the IAMGOLD
Fairmile and
Royalty Agreement).
Repadre Capital
Corporation
(predecessor in
interest to
IAMGOLD
Corporation
(“IAMGOLD”)),
as amended by an
amendment to net
smelter royalty
dated and effective
May 3, 2006 by and
between Fairmile
and IAMGOLD
(collectively, the
IAMGOLD
Royalty
Agreement”)
19. Various,
There is no minimum royalty
Royalties of: (a) 2.4% gross royalty on
including
or advance payment.
production from Precious Metals Properties
Agreement, dated
(as defined in the NMP-WX Agreement) and
August 1, 1994, by
8% of the royalty of 8% of the net profits from
and between
production from Non-Precious Metal
Nevada Mine
Properties (as defined in the NMP-WX
Properties, Inc.,
Agreement) to International Royalty
Priority Minerals
Corporation; and (b) 0.6% gross royalty on
Limited and WFD
production from Precious Metals Properties
Limited (the
(as defined in the NMP-WX Agreement) and
NMP-WX
8% of the royalty of 2% of the net profits from
Agreement”)
production from Non-Precious Metal
Properties (as defined in the NMP-WX
Agreement) to International Royalty
Corporation










Mine Safety and Health Administration Violations

SCHEDULE 3.1(34) MINE SAFETY

The following is a summary of citations issued by the U.S. Labor Department’s Mine Safety and Health Administration under Section 104(a) of the Federal Mine Safety and Health Act of 1977 for violations of health or safety standards for the period of June 1, 2020 to May 31, 2021:


Citation / Order No.

Case No.

Date Issued
“Significant & Substantial” Violation (Y/N)

C / O Status

Proposed Penalty ($)

Amount Paid to Date
9611069
'--
03/30/21
N
Not Assessed Yet
$0
$0
9611126
'--
03/30/21
N
Not Assessed Yet
$0
$0
9611124
534017
03/25/21
N
Closed
$125
$125
9611123
534017
03/24/21
N
Closed
$125
$125
9501172
524690
09/16/20
N
Closed
$123
$123
9501173
524690
09/16/20
N
Closed
$123
$123
9501913
524690
09/16/20
N
Closed
$123
$123
9501170
524690
09/15/20
N
Closed
$123
$123
9501171
524690
09/15/20
N
Closed
$123
$123
9501751
524690
09/15/20
N
Closed
$199
$199








Reportable Injuries

Contractor ID
Incident Date
Degree of Injury
Classification
Occupation - Activity
Total Experience
Mine Experience
Job Experience
Employee5/14/21
Days away from work only
Handling of materials
Coal/ore shovel operator, Shoveler, Power shoveler
20.085.001.46




Contractor ID
Incident Date
Degree of Injury
Classification
Occupation - Activity
Total Experience
Mine Experience
Job Experience
Contractor
-P001
2/21/21
No days away from work, no restricted activity
Machinery
Maintenance man, Mechanic, Repair/Serviceman, Boilermaker, Fueler, Tire tech, Field service tech
9.001.371.52
Employee12/19/20
No days away from work, no restricted activity
Machinery
Maintenance man, Mechanic, Repair/Serviceman, Boilermaker, Fueler, Tire tech, Field service tech
20.0616.0620.06
Employee9/12/20
Days away from work only
Powered Haulage
Haul/Off road/Coal/Ore/Pit/Quarry/Rock/Rubber tire truck driver, Transportation truck driver
8.234.104.10
Employee6/17/20
Days away from work only
Slip or fall of person
Bulldozer operator, Universal operator, Heavy equipment operator, Operating engineer
6.156.156.15