UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
November 24, 2015 |
000-52641 |
Date of Report (Date of earliest event reported) |
Commission File Number |
INFRASTRUCTURE MATERIALS CORP.
(Exact name of registrant as specified in its charter)
Delaware |
98-0492752 |
(State or other jurisdiction of incorporation or |
(I.R.S. Employer Identification Number)
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organization) |
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1135 Terminal Way, Suite 106
Reno, NV 89502
USA
(Address of Principal Executive Offices) (Zip Code)
775-322-4448
(Registrants telephone
number, including area code)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Item 1.01 |
Entry into a Material Definitive
Agreement |
Infrastructure Materials Corp. (the Company) announced on
December 1, 2015 that its wholly owned subsidiary, Silver Reserve Corp. (SRC),
entered into an option agreement (the Option Agreement) with Gold Resource
Corporation (Gold Resource) (NYSE MKT: GORO) effective as of November 24,
2015, pursuant to which SRC granted Gold Resource an exclusive option (the
Option) to purchase 100% of SRCs interest in the Clay Peters Project (the
Project).
Upon full execution of the Agreement, as consideration for the
grant of the Option, Gold Resource is required to pay SRC cash consideration of
approximately $121,000 and stock consideration consisting of the number of
shares of Gold Resource Stock common stock that is equal to $200,000. The Option
Agreement has a three year term, during which Gold Resource may exercise the
Option for additional cash consideration of approximately $270,000 and
additional stock consideration consisting of the number of shares of Gold
Resource common stock that is equal to $1,000,000. In the event that Gold
Resource elects to exercise the Option, SRC is entitled to a 2% net smelter
return royalty upon gross proceeds realized from commercial production on the
Project.
The foregoing description of the Option Agreement does not
purport to be complete. For additional information please see Exhibit 10.1
attached hereto.
Item 9.01 |
Financial Statements and
Exhibits |
(a) |
Financial Statements of Business
Acquired. |
Not applicable.
(b) |
Pro Forma Financial
Information. |
Not applicable.
(c) |
Shell Company Transaction. |
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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INFRASTRUCTURE MATERIALS CORP. |
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December 1, 2015 |
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/s/
Mason Douglas |
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Name: |
Mason Douglas |
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Title: |
President and CEO |
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Exhibit 10.1
OPTION AGREEMENT
THIS OPTION AGREEMENT (this Agreement) is dated
effective November 24, 2015 (Effective Date)
BETWEEN:
GOLD RESOURCE CORPORATION, a Colorado
corporation (Optionee); |
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-AND-
SILVER RESERVE CORP., a Delaware corporation
(SRC or Owner), a wholly-owned subsidiary of
Infrastructure Materials Corp. (IFAM) a Delaware corporation.
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WHEREAS:
A. |
SRC holds certain unpatented and patented mining claims
comprising areas commonly referred to as the Clay Peters property and
the Copper Chief property located in Mineral County, Nevada, as more
particularly described in Schedule A hereto and as further defined
herein in Article 1 (together referred to herein as the
Property); and |
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B. |
SRC has agreed to extend to Optionee an option to
purchase SRCs rights, title and interest in and to the Property as herein
provided. |
NOW THEREFORE, for good and valuable consideration, the receipt
and sufficiency whereof is hereby acknowledged by the parties, the parties agree
as follows:
ARTICLE 1
DEFINITIONS
1.1 |
For the purposes of this Agreement, in addition to the
terms defined elsewhere in this Agreement, the following words and phrases
shall have the following meanings: |
Acquired Interest has the
meaning ascribed thereto in Article 10;
Acquiring Party has the
meaning ascribed thereto in Article 10;
Affiliate means any person
(including an individual), partnership, joint venture, corporation, or other
form of enterprise which directly controls, is controlled by or is under common
control with a party to this Agreement, and for the purposes hereof:
(a)
control means possession, direct or indirectly, of the power to direct or
cause direction of management and policies through ownership of voting
securities, contract, voting trust or otherwise, and
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(b) in
the absence of evidence to the contrary, ownership of fifty percent (50%) or
more of the voting securities of a corporation will constitute control;
Agreement means this Option
Agreement and every schedule attached hereto, all as may be amended in writing
by the parties hereto from time to time;
Area of Interest means the
geographic area consisting of the unpatented and patented claims historically
comprising the Clay Peters property and Copper Chief property as more
particularly described in Schedule B hereto plus a one mile distance from
the outermost perimeter of the claim area as shown in Schedule B;
Burdened Claims means those
Mining Claims which are subject to the Third Party Royalty, as defined herein;
Business Day means a day other
than a Saturday, Sunday or any day on which chartered banks in the City of
Denver, Colorado, U.S.A., are not open for business during normal banking hours;
Environmental Laws means any
and all federal, state, municipal, national or local laws, statutes,
regulations, treaties, orders, judgments, decrees, ordinances or official
directives having application in the relevant jurisdiction and having
application to the Property;
Exchange Act means the
Securities Exchange Act of 1934, as amended;
GORO Shares means the common
stock of Gold Resource Corporation, a corporation existing under the laws of the
State of Colorado, which is listed on the NYSE MKT securities exchange (NYSE
MKT) and traded under the symbol, GORO;
Governmental Authority means
and includes, without limitation, any national, federal government, province,
state, municipality or other political subdivision of any of the foregoing, any
entity exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government;
Governmental Regulations means
all directives, laws, orders, ordinances, regulations and statutes of any
federal, state or local agency, court or office;
Mining Claims means the
unpatented and patented mining claims held by SRC and described in Schedule
A;
NSR Agreement means the
agreement governing the NSR Royalty in the form of Schedule C hereto;
NSR Royalty has the meaning
set forth in section 4.1;
Person means an individual, a
limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization and a government or any department or
agency thereof;
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Property means the Mining
Claims together with the appurtenant surface rights, mineral rights, and permits
held by SRC on the Effective Date of this Agreement, and includes any renewal
thereof and any form of successor or substitute title thereto.
SEC means the Securities and
Exchange Commission of the United States.
Securities Act means the
Securities Act of 1933, as amended;
Stock Consideration means the
portion of the consideration payable to SRC as part of the transactions
contemplated herein that consists of shares of common stock of Gold Resource
Corporation (also referred to as the GORO Shares);
Third Party Royalty means the
existing 2% NSR royalty in favor of an unrelated third party reserved on the
patented claims as of the Effective Date of this Agreement;
Third Party Royalty Purchase
Price means the amount payable to holder of the Third Party Royalty in
order to purchase such Third Party Royalty.
Unburdened Claims means those
claims within the group of claims comprising the Property that are not subject
to the Third Party Royalty or any other existing NSR royalty in favor of a third
party and are not the Burdened Claims as described above;
As used in this Agreement, unless the
context otherwise requires, the following rules apply:
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(c) |
the use of words in the singular or plural, or with a
particular gender, shall not limit the scope or exclude the application of
any provision of this Agreement to such Person or Persons or circumstances
as the context otherwise permits; |
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(d) |
unless otherwise specified, time periods within, or
following which any payment is to be made or act is to be done shall be
calculated by excluding the day on which the period commences and
including the day on which the period ends and by extending the period to
the next Business Day, if the last day of the period is not a Business
Day; |
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(e) |
reference to legislation or to a provision of legislation
includes a modification or re-enactment of it, a legislative provision
substituted for it and a regulation or statutory instrument issued under
it; |
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(f) |
headings in this Agreement are for convenience only and
shall not affect its interpretation; and |
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(g) |
references to include, includes or including and
the like shall be construed, in each case, as if followed by the words
but without limitation. |
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ARTICLE 2
REPRESENTATIONS AND WARRANTIES
2.1 |
SRC and, where indicated below, IFAM represent and
warrant to Optionee that: |
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(a) |
SRC the beneficial owner of the Property; |
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(b) |
SRC is duly organized, validly existing and in good
standing as a Delaware corporation registered to do business in the State
of Nevada and is lawfully qualified to hold the beneficial interest in the
Property; |
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(c) |
SRC has full power and authority to carry on its business
and to enter into this Agreement and any agreement or instrument referred
to or contemplated by this Agreement, subject to the consent of the TSX
Venture Exchange (to be obtained by IFAM, if necessary) which may be a
condition to the transactions contemplated in this Agreement; |
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(d) |
it has duly obtained all necessary corporate
authorizations for the execution, delivery and performance of this
Agreement and such execution, delivery and performance and the
consummation of the transactions herein contemplated will not contravene
any applicable laws and will not conflict with or result in any breach of
any covenants or agreements contained in, or constitute a default under,
or result in the creation of any encumbrance, lien or charge under the
provisions of its constating documents or any shareholders or directors
resolution or any indenture, agreement or other instrument whatsoever to
which it is a party or by which it is bound or to which it may be
subject; |
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(e) |
SRC is not a party to any actions, suits or proceedings
which could materially affect its ability to meet its obligations under
this Agreement; |
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(f) |
the Mining Claims are accurately described in Schedule
A, to the knowledge of SRC based upon its reasonable review of mining
registry records, have been duly and validly located, recorded and issued
and are in good standing with respect to all filings, fees, taxes,
assessments, work commitments or other conditions on the date hereof and
except for the Burdened Claims, to the knowledge of SRC based upon its
reasonable review of mining registry records, the Mining Claims are not
subject to any agreements or rights of third parties, and are free and
clear of all liens, charges and encumbrances whatsoever; |
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(g) |
SRC has no knowledge of, and has not received any notice
of, any material claim or judicial or administrative proceeding, pending
or threatened against, or which may affect, the Property, or operations
thereon, relating to, or alleging any violation of any Environmental Laws;
it is not aware of any facts which could give rise to any such claim or
judicial or administrative proceeding; and to the best of its knowledge,
none of the Property or operations thereon is the subject of any
investigation, evaluation, audit or review by any Governmental Authority
to determine whether any violation of any Environmental Laws has
occurred or is occurring or whether any remedial action is needed in connection
with a release of any contaminant into the environment, except for compliance
investigations conducted in the normal course by any Governmental Authority; |
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(h) |
to the best of SRCs knowledge, other than such
information that has been provided by SRC to the Optionee, no hazardous or
toxic waste or substance is or has been stored on the Property, nor has it
disposed of any hazardous or toxic waste from the Property, in either case
in a manner contrary to any Environmental Laws, and to the best of its
knowledge there are no contaminants on the Property other than in
compliance with Environmental Laws; |
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(i) |
to the best of SRCs knowledge, other than such
information that has been provided by SRC to the Optionee, there is no
contingent or other liability relating to the restoration or
rehabilitation of land, water or any other part of the environment (except
for those derived from normal exploration activities) or non- compliance
with Environmental Laws; |
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(j) |
there are no adverse claims or challenges against or to
its ownership or title to the Property of which it has notice, nor to the
best of its knowledge is there any basis therefor; |
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(k) |
to the best of its knowledge, there are no pending or
threatened actions, suits, claims or proceedings regarding the Property or
any portion thereof; |
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(l) |
this Agreement will have been approved by all requisite
corporate action on the part of SRC and IFAM on or before the date that it
executes this Agreement; |
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(m) |
the securities comprising the Stock Consideration have
not been registered under the Securities Act but are offered in reliance
on specific exemptions from the registration requirements of United States
federal and state securities laws and the Optionee is relying in part upon
the truth and accuracy of, and SRCs and IFAMs compliance with, the
representations, warranties, agreements, acknowledgments and
understandings of each of SRC and IFAM set forth herein in order to
determine the availability of such exemptions and the eligibility of SRC
and IFAM to receive the Stock Consideration; |
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(n) |
SRC and IFAM are acquiring the Stock Consideration for
investment purposes, each for its own account and not with a view towards,
or for resale in connection with, the resale or distribution thereof in a
manner that would violate the Securities Act and further does not
presently have any agreement or understanding, directly or indirectly,
with any Person to distribute any of the Stock Consideration; |
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(o) |
SRC and IFAM have reviewed the SEC Reports (as defined
below), including Optionees most recent annual report on Form 10-K filed
with the SEC and any other reports or documents filed by the Optionee with
the SEC since the filing of the Form 10-K has been given access to full
and complete information regarding the Optionee, and has utilized such access to its satisfaction
for the purpose of obtaining such information as it has reasonably requested;
and, particularly, it has been given reasonable opportunity to ask questions of,
and receive answers from, representatives of the Optionee concerning the terms
and conditions of the offering and to obtain any additional information, to the
extent reasonably available; |
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(p) |
in reaching a decision to accept the Stock Consideration,
SRC and IFAM each has such knowledge and experience in financial and
business matters that it is capable of reading and interpreting financial
statements and evaluating the merits and risk of an investment in the
securities and has the net worth to undertake such risks; |
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(q) |
SRC and IFAM each has obtained, to the extent it deems
necessary, its own professional advice with respect to the risks inherent
in the investment in the securities, and the suitability of an investment
in the securities comprising the Stock Consideration in light of its
financial condition and investment need; |
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(r) |
SRC and IFAM each acknowledges that (i) the acquisition
of the Stock Consideration is a long-term investment to be held in
accordance with applicable securities laws; (ii) it must bear the economic
risk of investment because the shares have not been registered under the
Securities Act or under the securities laws of any state and, therefore,
the shares cannot be resold unless they are subsequently registered under
said laws or exemptions from such registrations are available; and (iii)
the transferability of the securities is restricted and requires
compliance with Rule 144 promulgated under the Securities Act or the
availability of a different exemption from the registration under the
Securities Act and a legend will be placed on the certificate(s)
representing the GORO Shares referring to the applicable restrictions on
transferability; |
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(s) |
it certifies, under penalties of perjury, that it is NOT
subject to the backup withholding provisions of Section 3406(a)(i)(C) of
the Internal Revenue Code; and |
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(t) |
it represents and warrants that it is a Delaware
corporation with a principal office in Reno, Nevada and made the decision
to accept the Stock Consideration in Reno,
Nevada. |
2.2 |
Optionee represents and warrants to SRC
that: |
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(a) |
it and its subsidiaries are validly existing and in good
standing in the jurisdictions of their incorporation and all jurisdictions
in which they do business; |
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(b) |
it has full power and authority to carry on its business
and to enter into this Agreement and any agreement or instrument referred
to or contemplated by this Agreement; |
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(c) |
it has duly obtained all necessary corporate
authorizations for the execution, delivery and performance of this
Agreement and such execution, delivery and performance and the consummation of the transactions herein
contemplated will not contravene any applicable laws and will not conflict with
or result in any breach of any covenants or agreements contained in, or
constitute a default under, or result in the creation of any encumbrance, lien
or charge under the provisions of its constating documents or any shareholders
or directors resolution or any indenture, agreement or other instrument
whatsoever to which it is a party or by which it is bound or to which it may be
subject; |
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(d) |
no consent from any third party is necessary to
authorize, approve or permit Optionee to consummate the transactions
contemplated by this Agreement, including but not limited to the issuance
of the GORO Shares; |
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(e) |
it is not a party to any actions, suits or proceedings
which could materially affect its ability to meet its obligations under
this Agreement; |
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(f) |
this Agreement will have been approved by all requisite
corporate action on or before the date that it executes this
Agreement; |
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(g) |
as of the date hereof, it has filed all required forms,
reports and documents required to be filed by it with the SEC under the
Securities Act and the Exchange Act (SEC Reports) for the past 3
years, each of which has complied as to form in all material respects with
all applicable requirements of the Securities Act, and the Exchange Act,
each as in effect on the dates such forms, reports and documents were
filed. The audited consolidated financial statements of Optionee included
in the SEC Reports were prepared in accordance with generally accepted
accounting principles and present fairly the consolidated financial
position of Optionee and its consolidated subsidiaries as of the dates
thereof and their consolidated results of operations and changes in
financial position for the periods then ended; |
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(h) |
as of the Effective Date, Optionees issued and
outstanding capital consists of 54,179,369 shares of duly authorized and
validly issued common stock, which shares are fully paid and
non-assessable and have been issued in compliance with federal and state
securities laws, and no shares of preferred stock are outstanding, and
except as disclosed in the SEC Reports, there are no authorized or
outstanding warrants, pre-emptive rights, rights of first refusal or other
rights to purchase, or equity or debt securities convertible into or
exchangeable or exercisable for, any capital stock of Optionee or any of
its subsidiaries; and |
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(i) |
it has all necessary power and authority to issue and
deliver the GORO Shares and the GORO Shares have been duly authorized,
and, when delivered to SRC, the GORO Shares will be duly and validly
issued, fully paid and non-assessable and will be issued in compliance
with United States federal and state securities
laws. |
2.3 |
The representations and warranties herein set out will
survive the execution of this Agreement unless or until this Agreement is
otherwise terminated in accordance with the provisions of this
Agreement. |
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ARTICLE 3
GRANT OF OPTION
3.1 |
For and in consideration of the Option Fee payable to
SRC, as set forth herein, SRC does hereby grant to Optionee the exclusive
right and option to purchase SRCs 100% interest in the Property in
accordance with the terms and conditions set forth herein (the
Option). |
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3.2 |
Upon execution of this Agreement, Optionee shall pay to
SRC the following consideration (the Option Fee) by the issuance
of common stock (as described below) and certified cheque, bank draft,
wire transfer or other form of payment satisfactory to SRC (for the cash
portion), as applicable. SRC may, by prior notice to Optionee, direct that
(1) the cash portion of the Option Fee be paid directly to IFAM and (2)
the Stock Consideration portion of the Option Fee be issued to IFAM. The
Option Fee shall consist of the following: |
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(a) |
US$100,000.00 allocated to the claims comprising the Clay
Peters property; |
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(b) |
US$21,506.10 allocated to the claims comprising the
Copper Chief property; and |
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(c) |
such number of GORO Shares equal to US$200,000.00 as
determined by reference to the closing price of GORO Shares on the NYSE
MKT on the Effective Date of this Agreement. |
3.3 |
The Option shall remain in effect for thirty-six (36)
months from the Effective Date of this Agreement (Option Term)
unless earlier exercised or terminated in accordance with the terms and
conditions set forth herein. At any time prior to the expiration of the
Option Term, Optionee may in its sole discretion exercise its exclusive
right to purchase the Property by giving written notice thereof to SRC
(Exercise Notice). The date of said Exercise Notice shall be the
Exercise Date. |
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3.4 |
Upon receipt by SRC of the Exercise Notice, the parties
shall determine a mutually agreeable date for closing the purchase of the
Property (Closing), but in no event shall the Closing occur more
than 15 days after the Exercise Date. At the
Closing: |
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(a) |
Optionee shall pay to SRC, or upon prior notice to
Optionee SRC may direct Optionee to pay to IFAM, the Exercise
Price consisting of (1) US$270,000 by certified cheque, bank draft,
wire transfer or other form of payment satisfactory to SRC and (2) issue
such number of GORO Shares equal to US$1,000,000 as determined by
reference to the closing price of GORO Shares on the NYSE MKT on the date
of Closing, provided however, that in the event the GORO Shares are not
listed for trading on the NYSE MKT or any similar national securities
exchange as of the date of Closing, Optionee shall, in lieu of the
issuance of GORO shares, pay US$1,000,000 in cash to SRC; and |
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(b) |
SRC shall transfer all of its right, title and interest
in the Property, subject to a NSR Royalty reserved in favor of SRC and as
described in Article 4 below, to Optionee or Optionees subsidiary and
deliver a deed of sale, assignment of SRCs right to repurchase the Third Party Royalty, and such
other documentation as required and in a form acceptable to Optionee. Effective
at the time of Closing, all of SRCs right, title and interest in and to the
Property, subject to the NSR Royalty in favor of SRC and the Third Party
Royalty, shall vest and shall be deemed for all purposes hereof to have vested
in Optionee, and SRC shall hold any interest in and to the Property for the
benefit of Optionee, pending registration of all necessary instruments and
documents with appropriate Governmental Authorities to effect the transfer of
the interest to Optionee or its subsidiary as directed by Optionee. |
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ARTICLE 4
ROYALTY
4.1 |
Upon Optionees due exercise of the Option and following
the Closing, in accordance with Section 3.4 above, SRC shall retain and be
entitled to receive a royalty interest in the Property of a 2% NSR Royalty
on all Unburdened Claims and a 1% NSR Royalty on all Burdened Claims,
respectively, to be calculated, paid and otherwise governed in accordance
with the NSR Agreement attached hereto as Schedule C. In that
regard, the parties shall enter into, and in any event shall be deemed to
have entered into, the NSR Agreement set forth in Schedule
C. |
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4.2 |
Subject to the following, at Closing or any time
thereafter until the fourth anniversary of the date of Commencement of
commercial production as defined in the Net Smelter Return Royalty
Agreement attached hereto as Schedule C, Optionee shall, upon
written notice to SRC, have the exclusive right to purchase one-half of
SRCs royalty interests in the Property (including any Acquired Interest
as defined in Article 10) as follows: (a) 1% NSR Royalty on all Unburdened
Claims within the Area of Interest for a lump sum payment of US$1,250,000
and (b) 0.5% NSR Royalty on the Burdened Claims within the Area of
Interest for a lump sum payment of US$500,000. SRC further grants to
Optionee a right of first refusal to acquire part or all of SRCs NSR
Royalty interests in the Property in the event of an intended sale or
other disposition of such royalty interest to a third party within 60 days
following Optionees receipt of notice from SRC of intended sale or
disposition. This provision shall expressly survive
Closing. |
ARTICLE 5
COVENANTS
5.1 |
SRC covenants and agrees that during the term of this
Agreement: |
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(a) |
it shall refrain from alienating or promising to alienate
any right derived from the Mining Claims, or from creating any lien on the
Mining Claims or to grant to any third parties any right or interest with
regard to the Mining Claims that could adversely affect or prevent exercise of the rights granted to
Optionee pursuant hereto, without the prior written consent of the Optionee; |
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(b) |
it will immediately notify Optionee of any claim,
complaint or suit of which they may learn, which could restrict or
adversely affect or limit the rights granted to Optionee pursuant
hereto; |
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(c) |
it shall hold Optionee harmless of any threatened or
actual impairment of the Optionees rights under this Agreement arising
out of or in connection with activities by SRC |
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(d) |
it shall indemnify Optionee, its affiliates and its
directors, officers, agents and employees, for any liability or loss
arising out of (i) any misrepresentation or breach of warranty on the part
of SRC under this Agreement, (ii) any breach of covenant or other
agreement on the part of SRC under this Agreement, or (iii) any third
party claims with respect to occurrences or events that occurred on or
prior to the Effective Date and arise directly from the conduct of SRC,
its employees or the Property; |
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(e) |
it shall continue to make available to Optionee for
review and copying, all data in Optionees possession relating to the
Property; |
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(f) |
before issuing any press release relating to the
transactions contemplated under this Agreement or the Property, SRC will
provide a copy of the proposed release to Optionee at least three business
days prior to dissemination; |
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(g) |
it shall permit Optionee to enter the Property for the
purpose of visual inspection, evaluation, exploration and other work
during the Option Term; and |
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(h) |
it shall fully cooperate with Optionee in its fulfillment
of the covenants set forth in this Article 5, including any applications
for any governmental licences, permits and approvals or notices required
to be filed with the Bureau of Land Management, the State of Nevada, or
any other Governmental Authority. |
5.2 |
In the event SRCs assignment of its right to repurchase
the Third Party Royalty to Optionee is deemed invalid, SRC further
covenants and agrees that upon written notice from Optionee, and payment
by Optionee of the Third Party Royalty Purchase Price to SRC, SRC will
exercise such right to repurchase the Third Party Royalty and subsequently
transfer all such rights, title and interest in the royalty to Optionee
for no further consideration. This covenant shall expressly survive the
Closing. |
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5.3 |
Optionee covenants and agrees that, during the term of
this Agreement: |
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(a) |
it shall promptly comply with all Governmental
Regulations relating to the condition, use or occupancy of the Property by
Optionee; |
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(b) |
it shall maintain the Mining Claims in good standing,
including paying all maintenance fees, taxes and/or assessments, as due
and providing evidence of such payment to SRC no less than thirty (30) days prior to the
due date of such payments; |
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(c) |
it shall pay any subsequent maintenance fees, taxes
and/or assessments related to any Acquired Interest as defined in Article
10; |
|
|
|
|
(d) |
it shall be responsible for all reclamation fees and
costs associated with any new disturbances or work conducted by Optionee
on the Property as required in accordance with federal, state or local
law; |
|
|
|
|
(e) |
it shall pay any existing NSR royalties related to the
Property that become due, including but not limited to the Third-Party
Royalty; |
|
|
|
|
(f) |
it shall, prior to conducting or allowing any work on the
Property, obtain and carry a comprehensive policy of general liability
insurance and shall provide a certificate of insurance to SRC indicating
that the Property is included, such coverage to be in an amount of not
less than $1,000,000 per occurrence and $2,000,000 in the aggregate. In
addition to the foregoing, Optionee shall carry workers compensation
insurance as required by law. |
|
|
|
|
(g) |
it will immediately notify SRC of any claim, complaint or
suit of which it may learn, which could restrict or adversely affect or
limit the rights of SRC in the Property; |
|
|
|
|
(h) |
upon reasonable advanced notice, it shall permit SRC to
enter the Property for the purpose of inspection during the Option
Term; |
|
|
|
|
(i) |
it shall send to SRC at least once every six months all
exploration data generated by Optionee during the Option Term, including
but not limited to drill results, assays, core logs and drill pad
locations, ; |
|
|
|
|
(j) |
before issuing any press release relating to the
transactions contemplated under this Agreement or the Property, Optionee
will provide a copy of the proposed release to SRC at least three business
days prior to dissemination and shall further give SRC not less than ten
(10) business days to review underlying data prior to making any public
announcement,; |
|
|
|
|
(k) |
it shall indemnify SRC, its affiliates, directors,
officers, agents and employees, for any liability or loss arising out of
(i) any misrepresentation or breach of warranty on the part of Optionee
under this Agreement, (ii) any breach of covenant or other agreement on
the part of Optionee under this Agreement and (iii) any third party claims
arising from Optionees operations on the Property. |
|
|
|
|
(l) |
it shall comply with all applicable requirements of the
Securities Act, and the Exchange Act and all other applicable federal,
state, and local laws, rules and regulations, including but not limited to
its obligation to file all such reports required by the SEC and necessary
to maintain adequate current public information in accordance with Rule
144, and shall further take any and all reasonable and necessary steps to maintain the listing of GORO
Shares on any stock exchanges where such securities are listed for trading as of
the Effective Date, including but not limited to the NYSE MKT; |
11
|
(m) |
it shall fully cooperate with SRC in its fulfillment of
the covenants set forth in this Article 5, including any applications for
any governmental licences, permits and approvals or notices required to be
filed with the Bureau of Land Management, the State of Nevada, or any
other Governmental Authority; and |
|
|
|
|
(n) |
it shall promptly cooperate with any reasonable request
from SRC or IFAM with respect to seeking removal of the restrictive legend
on the GORO Shares at such time as a valid exemption under the securities
laws is available. |
ARTICLE 6
CONDITIONS
6.1 |
Notwithstanding the foregoing or any other provision in
this Agreement, the obligations of Optionee to close on the purchase of
the Property shall be contingent upon the satisfaction, in Optionees
reasonable discretion, of the following conditions (any or all of which
may be waived by Optionee, at its option, in whole or in part to the
extent permitted by applicable law): |
|
(a) |
no material adverse change in the condition of the
Property has occurred since the delivery of the Exercise Notice by
Optionee to SRC; |
|
|
|
|
(b) |
all of SRCs representations and warranties contained
herein shall be true and correct in all material respects on the date of
Closing (except for representations and warranties that speak as of a
specific date); |
|
|
|
|
(c) |
SRC shall have executed and delivered to the Optionee all
documents to be delivered in accordance with the terms of this Agreement
and such other documents and instruments as Optionee may reasonably
request and which can be obtained with reasonable commercial efforts in
order to consummate the transactions contemplated by this Agreement;
and |
|
|
|
|
(d) |
No material breach by SRC shall exist under this
Agreement and SRC shall be ready, willing and able to close under the
terms of this Agreement. |
6.2 |
Notwithstanding the foregoing or any other provision in
this Agreement, the obligations of SRC to close on the purchase of the
Property shall be contingent upon the satisfaction, in SRCs reasonable
discretion, of the following conditions (any or all of which may be waived
by SRC, at its option, in whole or in part to the extent permitted by
applicable law): |
|
(a) |
all of Optionees representations and warranties
contained herein shall be true and correct in all material respects on the
date of Closing (except for representations and warranties that speak as
of a specific date); |
12
|
(b) |
Optionee shall have executed and delivered to the SRC all
documents to be delivered in accordance with the terms of this Agreement
and such other documents and instruments as SRC may reasonably request and
which can be obtained with reasonable commercial efforts in order to
consummate the transactions contemplated by this Agreement; |
|
|
|
|
(c) |
no material breach by Optionee shall exist under this
Agreement and Optionee shall be ready, willing and able to close under the
terms of this Agreement; and |
|
|
|
|
(d) |
no injunction, restraining order, action or order of any
nature by a Governmental Authority, including a stop order suspending the
qualification or exemption from qualification of any of the Stock
Consideration in any jurisdiction, shall have been issued and no
proceeding for that purpose shall have been commenced or, to the knowledge
of Optionee after reasonable inquiry, be pending or contemplated as of the
date of Closing. |
ARTICLE 7
TERM; DEFAULT
7.1 |
This Agreement shall terminate upon the earlier of (i)
the expiration of the Option Term; (ii) effective as of the date at which
Optionee, at its sole discretion at any time during the Option Term,
delivers written notice of termination thereof to SRC (iii) or a
termination by SRC pursuant to Section 7.2 below. In the event of early
termination of this Agreement in accordance with this Article 7, SRC shall
be entitled to retain the Option Fee, and this Agreement shall become null
and void and neither party hereto shall have any other liability,
obligation or duty herein under or pursuant to this Agreement other than
Optionees reclamation obligations and except as expressly otherwise
provided herein. |
|
|
7.2 |
If, during the Option Term, Optionee is in a material
breach of any term or condition contained herein resulting in a material
adverse effect to SRCs rights hereunder (an Event of Default), SRC may
terminate this Agreement following: |
|
(a) |
Written notice to Optionee containing the particulars of
the Event of Default (a Notice of Default); and |
|
|
|
|
(b) |
The failure of Optionee to cure such Event of Default
within thirty (30) days after receipt of the Notice of
Default. |
ARTICLE 8
CONFIDENTIAL INFORMATION
8.1 |
No information furnished by a party (Disclosing
Party) to the other party (Receiving Party) in connection
with the transactions contemplated herein, will be disclosed
or published by the Receiving Party without the written consent of
the Disclosing Party, but such consent in respect of the reporting of factual
data will not be unreasonably withheld, and will not be withheld in respect of
information required to be publicly disclosed pursuant to applicable securities,
taxation or corporation laws. This provision shall not apply to information
which becomes part of the public domain provided that it does not become part of
the public domain by the actions of a party hereto in contravention of its
obligation to keep such information confidential. |
13
8.2 |
Nothing in this section shall prevent a party from
disclosing information to a third party for purposes of corporate
reorganization, financing, review of materials, data and results by a
consultant and like matters provided that such third party agrees to be
bound by these provisions of confidentiality. |
|
|
8.3 |
Draft press releases in this regard are deemed
Confidential Information hereunder and will be reviewed by both parties
prior to dissemination. |
ARTICLE 9
NOTICE
9.1 |
Any notice or other writing, required or permitted to be
given hereunder, including but not limited to the Exercise Notice, or for
the purposes hereof to either party shall be sufficiently given if
delivered personally, or if sent by prepaid registered mail or if by
facsimile or e-mail if confirmation of transmission to the recipient is
received: |
|
(a) |
In the case of notice to Optionee,
at: |
|
Gold Resource Corporation |
|
2886 Carriage Manor Point |
|
Colorado Springs, Colorado 80906 |
|
Attention: Jason Reid, President |
|
Fax: Redacted |
|
E-mail: Redacted |
|
(b) |
In the case of notice to SRC,
at: |
|
Silver Reserve Corp. |
|
1135 Terminal Way, Suite 106 |
|
Reno, Nevada 89502 |
|
Attention: Mason Douglas, President |
|
Fax: Redacted |
|
E-mail: Redacted with a copy to Redacted
|
14
or at such other address or addresses as the parties to whom
such writing is to be given shall have last notified the party giving the same
in the manner provided in this Section 9.1. Any notice delivered to the party to
whom it is addressed as heretofore provided shall be deemed to have been given
and received on the day it is so delivered at such address, provided that if
such day is not a Business Day, then the notice shall be deemed to have been
given and received on the Business Day next following such day.
ARTICLE 10
PROPERTY MODIFICATIONS
During the term of this Agreement, unless otherwise agreed to
by the parties, if any party or its Affiliate (the Acquiring Party)
acquires, directly or indirectly, any right to or interest in, or any right to
receive proceeds of production from, any mining license, lease, grant,
concession, claim, permit, patent, or other form of mineral tenure located
wholly or partly within the Area of Interest (the Acquired Interest),
the Acquired Interest shall be included in and shall form part of the Property
and be subject to this Agreement as if it were originally included in the
definition of Property in section 1.1 hereof and such mining claims therein
shall be considered Unburdened Claims for purposes of this Agreement. In such
event, the Acquiring Party shall bear the acquisition costs related to the
Acquired Interest.
ARTICLE 11
MISCELLANEOUS
11.1 |
This Agreement will supersede and replace any other
agreement or arrangement, whether oral or written, heretofore existing
between the parties in respect of the subject matter of this
Agreement. |
|
|
11.2 |
SRC may assign its rights and obligations under this
Agreement to a third party with the consent of Optionee, which consent
shall not be unreasonably withheld. Further, SRC may transfer or assign
any and all of its rights and obligations under this Agreement to IFAM or
any wholly-owned subsidiary or affiliate of IFAM. |
|
|
11.3 |
The Schedules attached to this Agreement shall be deemed
to be incorporated in, and to form part of, this Agreement. |
|
|
11.4 |
If any provision of this Agreement is held to be invalid
or unenforceable, then such provision will be fully severable from this
Agreement, and the remaining provisions of this Agreement will remain in
full force and effect and will not be affected thereby. In lieu of such
invalid or unenforceable provision, there shall be added automatically as
a part of this Agreement a provision as similar in terms to such invalid
or unenforceable provision as may be reasonably possible and valid and
enforceable. |
15
11.5 |
All obligations assumed by the parties shall be
temporarily suspended and the Agreement shall be extended for up to 12
additional months when due to force majeure such as strike, war, riot,
acts of God or an act of Governmental Authorities, it is not possible to
perform the obligations established between the parties hereunder, and
such performance shall be resumed immediately upon the definitive of any
such situations. |
|
|
11.6 |
No consent or waiver expressed or implied by either party
in respect of any breach or default by the other in the performance of
such other of its obligations hereunder will be deemed or construed to be
a consent to or a waiver of any other breach or default. |
|
|
11.7 |
The parties will promptly execute or cause to be executed
all documents, deeds, conveyances and other instruments of further
assurance which may be reasonably necessary or advisable to carry out
fully the intent of this Agreement or to record wherever appropriate the
respective interests from time to time of the parties in the
Property. |
|
|
11.8 |
This Agreement and any other writing delivered pursuant
hereto may be executed in any number of counterparts with the same effect
as if all parties to this Agreement or such other writing had signed the
same document and all counterparts will be construed together and will
constitute one and the same instrument. |
|
|
11.9 |
Each party to this Agreement shall be responsible for all
of its own expenses, legal and other professional fees, disbursements, and
all other costs incurred in connection with the negotiation, preparation,
execution, and delivery of this Agreement and all documents and
instruments relating hereto and the consummation of the transactions
contemplated hereby. |
|
|
11.10 |
This Agreement will be governed and construed according
to the laws of the State of Nevada applicable therein and the parties
hereby attorn to the jurisdiction of the District Court of Nevada in
respect of all matters arising hereunder. |
|
|
11.11 |
This Agreement may not be assigned without the express
written consent of the other party, not to be unreasonably withheld, and
will enure to the benefit of and be binding upon the parties and their
respective successors and permitted assigns. |
[SIGNATURE PAGE FOLLOWS]
16
IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written.
|
OPTIONEE: |
|
|
|
GOLD RESOURCE CORPORATION
|
|
|
|
|
By: |
/s/
Jason Reid |
|
|
Jason Reid, CEO and President
|
|
|
|
|
OWNER: |
|
|
|
SILVER RESERVE CORP. |
|
|
|
|
By: |
/s/
Mason Douglas |
|
|
Mason Douglas, CEO and President
|
17
SCHEDULE A
Patented and unpatented mining claims comprising the Clay
Peters property and the Copper Chief property (Property) located in
Mineral County, Nevada.
Clay Peters Patented Claims
Claim Name |
Mineral Survey Number |
Mineral Patent Number |
Geo. F. (also known as George F.) |
2593 |
45651 |
Commodore |
2593 |
45651 |
Thrush |
2593 |
45651 |
Clay Peters Unpatented Claims
Serial Num |
Claim Name/
Number |
Claimant(s) |
Lead File |
Casetype |
Status |
Loc Dt |
Last Assmt
|
NMC1071459 |
CP 5 |
SILVER RESERVE CORP |
NMC1071455 |
LODE |
ACTIVE |
4/25/2012 |
2 0 1 6 |
NMC1071460 |
CP 6 |
SILVER RESERVE CORP |
NMC1071455 |
LODE |
ACTIVE |
4/25/2012 |
2 0 1 6 |
NMC1071463 |
CP 9 |
SILVER RESERVE CORP |
NMC1071455 |
LODE |
ACTIVE |
4/25/2012 |
2 0 1 6 |
NMC1071464 |
CP 10 |
SILVER RESERVE CORP |
NMC1071455 |
LODE |
ACTIVE |
4/25/2012 |
2 0 1 6 |
NMC1070163 |
CP 13 |
SILVER RESERVE CORP |
NMC1070161 |
LODE |
ACTIVE |
3/28/2012 |
2 0 1 6 |
NMC1070164 |
CP 14 |
SILVER RESERVE CORP |
NMC1070161 |
LODE |
ACTIVE |
3/28/2012 |
2 0 1 6 |
NMC871217 |
CP 17 |
SILVER RESERVE CORP |
NMC871090 |
LODE |
ACTIVE |
3/30/2004 |
2 0 1 6 |
NMC871218 |
CP 18 |
SILVER RESERVE CORP |
NMC871090 |
LODE |
ACTIVE |
3/30/2004 |
2 0 1 6 |
NMC871219 |
CP 19 |
SILVER RESERVE CORP |
NMC871090 |
LODE |
ACTIVE |
3/30/2004 |
2 0 1 6 |
NMC871220 |
CP 20 |
SILVER RESERVE CORP |
NMC871090 |
LODE |
ACTIVE |
3/30/2004 |
2 0 1 6 |
NMC871221 |
CP 21 |
SILVER RESERVE CORP |
NMC871090 |
LODE |
ACTIVE |
3/30/2004 |
2 0 1 6 |
NMC871222 |
CP 22 |
SILVER RESERVE CORP |
NMC871090 |
LODE |
ACTIVE |
3/30/2004 |
2 0 1 6 |
NMC871223 |
CP 23 |
SILVER RESERVE CORP |
NMC871090 |
LODE |
ACTIVE |
3/30/2004 |
2 0 1 6 |
NMC1038681 |
CP 24 |
SILVER RESERVE CORP |
NMC1038681 |
LODE |
ACTIVE |
1/11/2011 |
2 0 1 6 |
NMC1070166 |
CP 25 |
SILVER RESERVE CORP |
NMC1070161 |
LODE |
ACTIVE |
3/14/2012 |
2 0 1 6 |
NMC1070167 |
CP 26 |
SILVER RESERVE CORP |
NMC1070161 |
LODE |
ACTIVE |
3/14/2012 |
2 0 1 6 |
NMC871229 |
CP 29 |
SILVER RESERVE CORP |
NMC871090 |
LODE |
ACTIVE |
3/30/2004 |
2 0 1 6 |
NMC871230 |
CP 30 |
SILVER RESERVE CORP |
NMC871090 |
LODE |
ACTIVE |
3/30/2004 |
2 0 1 6 |
NMC871231 |
CP 31 |
SILVER RESERVE CORP |
NMC871090 |
LODE |
ACTIVE |
3/30/2004 |
2 0 1 6 |
NMC871232 |
CP 32 |
SILVER RESERVE CORP |
NMC871090 |
LODE |
ACTIVE |
3/30/2004 |
2 0 1 6 |
NMC871233 |
CP 33 |
SILVER RESERVE CORP |
NMC871090 |
LODE |
ACTIVE |
3/30/2004 |
2 0 1 6 |
NMC871234 |
CP 34 |
SILVER RESERVE CORP |
NMC871090 |
LODE |
ACTIVE |
3/30/2004 |
2 0 1 6 |
NMC871235 |
CP 35 |
SILVER RESERVE CORP |
NMC871090 |
LODE |
ACTIVE |
3/30/2004 |
2 0 1 6 |
NMC871236 |
CP 36 |
SILVER RESERVE CORP |
NMC871090 |
LODE |
ACTIVE |
3/30/2004 |
2 0 1 6 |
NMC871237 |
CP 37 |
SILVER RESERVE CORP |
NMC871090 |
LODE |
ACTIVE |
3/30/2004 |
2 0 1 6 |
NMC871238 |
CP 38 |
SILVER RESERVE CORP |
NMC871090 |
LODE |
ACTIVE |
3/30/2004 |
2 0 1 6 |
NMC871239 |
CP 39 |
SILVER RESERVE CORP |
NMC871090 |
LODE |
ACTIVE |
3/30/2004 |
2 0 1 6 |
NMC871240 |
CP 40 |
SILVER RESERVE CORP |
NMC871090 |
LODE |
ACTIVE |
3/30/2004 |
2 0 1 6 |
NMC1038682 |
CP 41 |
SILVER RESERVE CORP |
NMC1038681 |
LODE |
ACTIVE |
1/11/2011 |
2 0 1 6 |
NMC1038683 |
CP 42 |
SILVER RESERVE CORP |
NMC1038681 |
LODE |
ACTIVE |
1/11/2011 |
2 0 1 6 |
NMC1038684 |
CP 43 |
SILVER RESERVE CORP |
NMC1038681 |
LODE |
ACTIVE |
1/11/2011 |
2 0 1 6 |
NMC871244 |
CP 44 |
SILVER RESERVE CORP |
NMC871090 |
LODE |
ACTIVE |
3/30/2004 |
2 0 1 6 |
NMC964722 |
CP 45 |
SILVER RESERVE CORP |
NMC964624 |
LODE |
ACTIVE |
9/4/2007 |
2 0 1 6 |
NMC964723 |
CP 46 |
SILVER RESERVE CORP |
NMC964624 |
LODE |
ACTIVE |
9/4/2007 |
2 0 1 6 |
NMC964724 |
CP 47 |
SILVER RESERVE CORP |
NMC964624 |
LODE |
ACTIVE |
9/4/2007 |
2 0 1 6 |
NMC1070170 |
CP 48 |
SILVER RESERVE CORP |
NMC1070161 |
LODE |
ACTIVE |
3/28/2012 |
2 0 1 6 |
|
|
|
|
|
|
|
|
NMC1070171 |
CP 49 |
SILVER RESERVE CORP |
NMC1070161 |
LODE |
ACTIVE |
3/28/2012 |
2 0 1 6 |
NMC1070172 |
CP 50 |
SILVER RESERVE CORP |
NMC1070161 |
LODE |
ACTIVE |
3/14/2012 |
2 0 1 6 |
NMC1070173 |
CP 51 |
SILVER RESERVE CORP |
NMC1070161 |
LODE |
ACTIVE |
3/14/2012 |
2 0 1 6 |
NMC1070174 |
CP 52 |
SILVER RESERVE CORP |
NMC1070161 |
LODE |
ACTIVE |
3/14/2012 |
2 0 1 6 |
18
Clay Peters Property Unpatented Claims (cont)
Serial Num |
Claim Name/
Number |
Claimant(s) |
Lead File |
Casetype |
Status |
Loc Dt |
Last
Assmt |
NMC1070175 |
CP 53 |
SILVER RESERVE CORP |
NMC1070161 |
LODE |
ACTIVE |
3/27/2012 |
2 0 1 6 |
NMC1070176 |
CP 54 |
SILVER RESERVE CORP |
NMC1070161 |
LODE |
ACTIVE |
3/27/2012 |
2 0 1 6 |
NMC964732 |
CP 55 |
SILVER RESERVE CORP |
NMC964624 |
LODE |
ACTIVE |
9/4/2007 |
2 0 1 6 |
NMC964733 |
CP 56 |
SILVER RESERVE CORP |
NMC964624 |
LODE |
ACTIVE |
9/4/2007 |
2 0 1 6 |
NMC1070180 |
CP 60 |
SILVER RESERVE CORP |
NMC1070161 |
LODE |
ACTIVE |
3/25/2012 |
2 0 1 6 |
NMC1070181 |
CP 61 |
SILVER RESERVE CORP |
NMC1070161 |
LODE |
ACTIVE |
3/25/2012 |
2 0 1 6 |
NMC1070186 |
CP 66 |
SILVER RESERVE CORP |
NMC1070161 |
LODE |
ACTIVE |
3/25/2012 |
2 0 1 6 |
NMC1070187 |
CP 67 |
SILVER RESERVE CORP |
NMC1070161 |
LODE |
ACTIVE |
3/25/2012 |
2 0 1 6 |
NMC1070190 |
CP 70 |
SILVER RESERVE CORP |
NMC1070161 |
LODE |
ACTIVE |
3/28/2012 |
2 0 1 6 |
NMC1070191 |
CP 71 |
SILVER RESERVE CORP |
NMC1070161 |
LODE |
ACTIVE |
3/28/2012 |
2 0 1 6 |
NMC1070192 |
CP 72 |
SILVER RESERVE CORP |
NMC1070161 |
LODE |
ACTIVE |
3/28/2012 |
2 0 1 6 |
NMC1088297 |
CP 161 |
SILVER RESERVE CORP |
NMC1088297 |
LODE |
ACTIVE |
1/13/2013 |
2 0 1 6 |
NMC1088298 |
CP 162 |
SILVER RESERVE CORP |
NMC1088297 |
LODE |
ACTIVE |
1/13/2013 |
2 0 1 6 |
NMC1088299 |
CP 163 |
SILVER RESERVE CORP |
NMC1088297 |
LODE |
ACTIVE |
1/13/2013 |
2 0 1 6 |
NMC1085688 |
CP 165 |
SILVER RESERVE CORP |
NMC1085644 |
LODE |
ACTIVE |
11/20/2012 |
2 0 1 6 |
NMC1085689 |
CP 166 |
SILVER RESERVE CORP |
NMC1085644 |
LODE |
ACTIVE |
11/20/2012 |
2 0 1 6 |
NMC1085690 |
CP 171 |
SILVER RESERVE CORP |
NMC1085644 |
LODE |
ACTIVE |
11/20/2012 |
2 0 1 6 |
NMC1085691 |
CP 172 |
SILVER RESERVE CORP |
NMC1085644 |
LODE |
ACTIVE |
11/20/2012 |
2 0 1 6 |
NMC1085708 |
CP 189 |
SILVER RESERVE CORP |
NMC1085644 |
LODE |
ACTIVE |
11/19/2012 |
2 0 1 6 |
NMC1085709 |
CP 190 |
SILVER RESERVE CORP |
NMC1085644 |
LODE |
ACTIVE |
11/19/2012 |
2 0 1 6 |
Copper Chief Property Unpatented Claims
Serial Num |
Claim Name/
Number |
Claimant(s) |
Lead File |
Casetype |
Status |
Loc Dt |
Last Assmt
|
NMC1112344 |
CC 1 |
SILVER RESERVE CORP |
NMC1112344 |
LODE |
ACTIVE |
9/3/2015 |
2 0 1 6 |
NMC1112345 |
CC 2 |
SILVER RESERVE CORP |
NMC1112344 |
LODE |
ACTIVE |
9/3/2015 |
2 0 1 6 |
NMC1112346 |
CC 3 |
SILVER RESERVE CORP |
NMC1112344 |
LODE |
ACTIVE |
9/3/2015 |
2 0 1 6 |
NMC1112347 |
CC 4 |
SILVER RESERVE CORP |
NMC1112344 |
LODE |
ACTIVE |
9/3/2015 |
2 0 1 6 |
NMC1112348 |
CC 5 |
SILVER RESERVE CORP |
NMC1112344 |
LODE |
ACTIVE |
9/3/2015 |
2 0 1 6 |
NMC1112349 |
CC 6 |
SILVER RESERVE CORP |
NMC1112344 |
LODE |
ACTIVE |
9/3/2015 |
2 0 1 6 |
NMC1112350 |
CC 7 |
SILVER RESERVE CORP |
NMC1112344 |
LODE |
ACTIVE |
9/3/2015 |
2 0 1 6 |
NMC1112351 |
CC 8 |
SILVER RESERVE CORP |
NMC1112344 |
LODE |
ACTIVE |
9/3/2015 |
2 0 1 6 |
NMC1112352 |
CC 9 |
SILVER RESERVE CORP |
NMC1112344 |
LODE |
ACTIVE |
9/3/2015 |
2 0 1 6 |
NMC1112353 |
CC 10 |
SILVER RESERVE CORP |
NMC1112344 |
LODE |
ACTIVE |
9/3/2015 |
2 0 1 6 |
NMC1112354 |
CC 11 |
SILVER RESERVE CORP |
NMC1112344 |
LODE |
ACTIVE |
9/2/2015 |
2 0 1 6 |
NMC1112355 |
CC 12 |
SILVER RESERVE CORP |
NMC1112344 |
LODE |
ACTIVE |
9/2/2015 |
2 0 1 6 |
NMC1112356 |
CC 13 |
SILVER RESERVE CORP |
NMC1112344 |
LODE |
ACTIVE |
9/2/2015 |
2 0 1 6 |
NMC1112357 |
CC 14 |
SILVER RESERVE CORP |
NMC1112344 |
LODE |
ACTIVE |
9/2/2015 |
2 0 1 6 |
NMC1112358 |
CC 15 |
SILVER RESERVE CORP |
NMC1112344 |
LODE |
ACTIVE |
9/2/2015 |
2 0 1 6 |
NMC1112359 |
CC 16 |
SILVER RESERVE CORP |
NMC1112344 |
LODE |
ACTIVE |
9/2/2015 |
2 0 1 6 |
NMC1112360 |
CC 17 |
SILVER RESERVE CORP |
NMC1112344 |
LODE |
ACTIVE |
9/2/2015 |
2 0 1 6 |
NMC1112361 |
CC 18 |
SILVER RESERVE CORP |
NMC1112344 |
LODE |
ACTIVE |
9/2/2015 |
2 0 1 6 |
NMC1112362 |
CC 19 |
SILVER RESERVE CORP |
NMC1112344 |
LODE |
ACTIVE |
9/2/2015 |
2 0 1 6 |
NMC1112363 |
CC 20 |
SILVER RESERVE CORP |
NMC1112344 |
LODE |
ACTIVE |
9/2/2015 |
2 0 1 6 |
NMC1112364 |
CC 21 |
SILVER RESERVE CORP |
NMC1112344 |
LODE |
ACTIVE |
9/3/2015 |
2 0 1 6 |
NMC1112365 |
CC 22 |
SILVER RESERVE CORP |
NMC1112344 |
LODE |
ACTIVE |
9/3/2015 |
2 0 1 6 |
NMC1112366 |
CC 23 |
SILVER RESERVE CORP |
NMC1112344 |
LODE |
ACTIVE |
9/3/2015 |
2 0 1 6 |
NMC1112367 |
CC 24 |
SILVER RESERVE CORP |
NMC1112344 |
LODE |
ACTIVE |
9/3/2015 |
2 0 1 6 |
NMC1112368 |
CC 25 |
SILVER RESERVE CORP |
NMC1112344 |
LODE |
ACTIVE |
9/3/2015 |
2 0 1 6 |
NMC1112369 |
CC 26 |
SILVER RESERVE CORP |
NMC1112344 |
LODE |
ACTIVE |
9/2/2015 |
2 0 1 6 |
NMC1112370 |
CC 27 |
SILVER RESERVE CORP |
NMC1112344 |
LODE |
ACTIVE |
9/2/2015 |
2 0 1 6 |
NMC1112371 |
CC 28 |
SILVER RESERVE CORP |
NMC1112344 |
LODE |
ACTIVE |
9/2/2015 |
2 0 1 6 |
NMC1112372 |
CC 29 |
SILVER RESERVE CORP |
NMC1112344 |
LODE |
ACTIVE |
9/2/2015 |
2 0 1 6 |
19
SCHEDULE B
Claim map of patented and unpatented mining claims comprising
the Clay Peters property and the Copper Chief property located in Mineral
County, Nevada. Map shows (in yellow) the historic Clay Peters claim boundary
and (in green) the Copper Chief property for purposes of determining Area of
Interest.
20
SCHEDULE C
NET SMELTER RETURN ROYALTY AGREEMENT
This agreement (the NSR Agreement) is made as of
November 24, 2015.
Gold Resource Corporation (the Company) hereby grants
to/agrees to pay to Silver Reserve Corp. (the Royalty Holder), a
Production Royalty (as herein defined) on minerals produced and sold from the
Property, as more particularly defined in the Option Agreement, as defined
hereafter, on the terms and subject to the conditions herein specified in this
NSR Agreement.
WHEREAS, according to the Option Agreement dated November 24,
2015 (the Option Agreement), between the Company and the Royalty
Holder, the parties agreed that in certain circumstances the Royalty Holder
would be entitled to receive the Production Royalty in accordance with the terms
of this NSR Agreement;
NOW, THEREFORE, in consideration of the covenants and
conditions contained herein, and other valuable consideration, the parties to
this NSR Agreement agree as follow:
If the Company commences commercial production of Products that
are mined from the Property, the Company grants and will pay the Royalty Holder
a royalty equal to 2% of the Net Smelter Returns on the Unburdened Claims (as
defined in the Option Agreement) and 1% of the Net Smelter Returns on the
Burdened Claims (as defined in the Option Agreement) from all Products sold,
computed as herein provided (the Production Royalty). As used herein:
(a)
Commencement of commercial production means the date on which proceeds
from the sale of Products are recorded by the Company as revenues in accordance
with generally accepted accounting principles in the United States.
(b)
Minerals means all precious and base metals and all ores, concentrates,
precipitates, beneficiated products, and solutions containing any of the
aforementioned minerals, and all forms in which such minerals may occur, be
found, extracted or produced on or within the Property;
(c)
Products means all Minerals and materials of commercial value produced
or derived from the Property;
21
As used herein, Net Smelter Returns means the Gross
Proceeds less all Allowable Deductions.
(a) As
used herein, Gross Proceeds will have the following meaning:
The aggregate of revenue received by
the Company from arms lengths purchasers of all Products, plus the fair market
value of all products sold by the Company to persons not dealing at arms length
with the Company, plus the Companys share of proceeds from insurance on the
Products.
(b) As
used herein, Allowable Deductions means the following costs, charges
and expenses paid by the Company for or with respect to Products, after such
Products are shipped from the Property:
(i)
charges for treatment in the smelting and refining processes and other
beneficiation processes or procedures (including handling, processing, interest
and provision for settlement fees, costs of umpires, sampling, weighing,
assaying and representation fees, penalties, and other deductions made by the
processor or imposed by law and specifically excluding mining and milling
costs);
(ii)
actual costs of transportation (including loading, freight, insurance, security,
transaction taxes, handling, port, demurrage, delay, and forwarding expenses
incurred by reason of or in the course of such transportation) of Products from
the Property to the place of treatment and then to the place of sale; and
(iii)
costs or charges of any nature for or in connection with marketing or insurance,
storage, or representation at a smelter or refinery for Products;
provided that whether Products are
processed on or off the Property in a facility wholly or partially owned by the
Company or by an Affiliate of the Company, Allowable Deductions will not include
any costs that are in excess of those which would be incurred on an arms length
basis, or which would not be Allowable Deductions if those Products were
processed by an independent third party.
3. |
Calculation and Payment of Production
Royalty |
|
(a) |
With respect to each sale or other disposition of
Products by the Company, the Production Royalty will become due and
payable within 30 days of the end of the calendar quarter during which the
Company receives payment for Products sold. |
|
|
|
|
(b) |
All Production Royalty payments will be considered final
and in full satisfaction of all obligations of the Company with respect
thereto, unless the Royalty Holder gives the Company written notice
describing and setting forth a specific objection to the determination
thereof within 30 days after receipt by the Royalty Holder of a
Royalty Statement representing calculation of the Production
Royalty payment and including copies of all third party sales invoices
for Products during the respective calendar quarter. If the Royalty Holder
objects to a particular Royalty Statement as herein provided, the Royalty Holder
shall, for a period of 45 days after the Companys receipt of notice of such
objection, have the right, upon reasonable notice and at reasonable time, to
have the Companys accounts and records relating to the calculation of the
Production Royalty in question audited by a certified professional accountant
acceptable to the Royalty Holder and to the Company. If such audit determines
that there has been a deficiency or an excess in the payment made to the Royalty
Holder such deficiency or excess will be resolved by adjusting the next
Production Royalty payment or credit due hereunder. The Royalty Holder will pay
all costs of such audit unless a deficiency of 2% or more of the amount
determined by the Company to be due to the Royalty Holder is determined to
exist. The Company will pay the costs of such audit if a deficiency of 2% or
more of the amount due is determined to exist. All books and records used by the
Company to calculate the Production Royalty due hereunder will be kept in
accordance with generally accepted accounting principles consistently applied.
Failure on the part of the Royalty Holder to make claim on the Company for
adjustment to its Production Royalty payment in such 45-day period will
establish the correctness and preclude the filing of exceptions thereto or
making of claims for adjustment thereon, provided that nothing herein will limit
the time in which the Royalty Holder may commence a proceeding for fraud,
concealment or misrepresentation. The foregoing notwithstanding, the parties
further agree that any objection related to the payment of the Third Party
Royalty (as defined in the Option Agreement) that may be raised by such third
party shall be presented at such time and in such manner as specified in the
royalty agreement between the third party and the Royalty Holder. |
22
It is intended that all provisions of this NSR Agreement will
run with the Property and the respective interests of the Company and the
Royalty Holder therein and will be binding upon and inure to the benefit of the
Company and the Royalty Holder, respectively, and their respective successors
and assigns.
Upon request by the Royalty Holder, the Company will record
this NSR Agreement, or evidence of its existence, in the appropriate mining
registry, if allowable under applicable laws.
The timing, nature, manner and extent of any exploration,
development, mining, production and sale of Products, if any, will be at the
sole discretion of the Company. No implied covenants or conditions whatsoever
will be read into this NSR Agreement, including without limitation any covenants
or conditions relating to exploration, development, prospecting, mining,
production or sale of Products, except for the covenants of good faith and fair
dealing.
23
The Company will have the right to assign the Property, in
whole or in part and will have sole and absolute discretion concerning the sale,
assignment, transfer, conveyance, venturing, encumbrance or other disposition of
the Property, in whole or in part, on such terms and conditions as it determines
appropriate. The Company will require any transferee or assignee of any interest
in the Property to assume in writing the obligation to pay the Royalty Holder
the Production Royalty in accordance with the terms and conditions set forth
herein, and upon such assumption, the Company will be released from all
liability hereunder with respect to the transferred interest in the Property,
except for such liability as has accrued prior thereto. SRC may assign any and
all of its right, title, interest and obligation in the NSR Agreement to IFAM or
any wholly-owned subsidiary of IFAM without the consent of the Company.
8. |
Sale by Royalty Holder |
(a) If
the Royalty Holder desires to sell or assign all or a portion of the Production
Royalty (the Offered Interest), and receives a bona fide offer
(the Offer) from a party that is neither the Company nor an Affiliate
of the Company (a Third Party), whether negotiations leading to such
Offer were initiated by the Royalty Holder or by the Third Party, the Royalty
Holder may accept the Offer and effect such sale, provided that the Royalty
Holder first gives the Company a right of first refusal with respect to such
Offer in accordance with this section.
(b) if
the Royalty Holder intends to accept the Offer, such acceptance must be made
subject to the rights of the Company. The Royalty Holder will give notice (the
Sale Notice) to the Company of its intention to sell and of the
terms and conditions of the Offer, including the consideration being offered, if
applicable the cash equivalent of the consideration being offered, and the date
upon which it wishes to consummate the transaction (which date will be no
earlier than 60 days after the date of the Sale Notice). Thereafter, the Company
will have the right, by notice to the Royalty Holder within 45 days after
receipt of the Sale Notice, to elect to purchase the entirety of the Offered
Interest for cash consideration equal in value to the consideration to be paid
by the Third Party as set out in the Offer and in accordance with the other
terms and conditions of the Offer;
(c) if
the consideration to be paid for the Offered Interest by the Third Party as set
forth in the Offer is not entirely in cash, then details must be delivered by
the Royalty Holder to the Company with the Sale Notice evidencing that the
non-monetary consideration to be paid by the Third Party to the Royalty Holder
to acquire the Offered Interest is equal to or greater than the cash purchase
price set out in the Notice.
(d) the
Royalty Holder will transfer the Offered Interest to the Company upon receipt of
the consideration therefor upon the earlier of (i) a date to be mutually agreed
and (ii) 30 days after Royalty Holders receipt of the notice of election to
purchase. Notwithstanding the foregoing, if the Company has not elected to
purchase all of the Offered Interest on the terms set out in this section, the
Royalty Holder will have the right to transfer all of the Offered Interest to the Third Party on
the terms set forth in the Offer at any time within 120 days following the
expiration of the 45 day period in which the Company may elect to purchase the
Offered Interest; and
24
(e) if
the Royalty Holder fails to consummate the sale to a Third Party within the said
120-day period, the right of first refusal granted to the Company with respect
to such Offered Interest will be revived. Any subsequent proposal to sell such
Offered Interest will be conducted in accordance with all the procedures set
forth in this section.
(f) if
the Royalty Holder sells or transfers the Offered Interest to a Third Party, the
change or division in the ownership of the Production Royalty, however
accomplished, will not enlarge the obligations of or diminish the rights of the
Company. No change or division in the ownership of the Production Royalty will
be binding on the Company until ten days after the Company has received a copy
of the sale or assignment instrument duly recorded in the applicable recording
district evidencing the change or division in ownership.
The Company may, but will not be obligated to, treat, mill,
heap leach, sort, concentrate, refine, smelt, or otherwise process, beneficiate
or upgrade the ores, concentrates, and other mineral product produced from the
Property, at sites located on or off the Property, prior to sale, transfer, or
conveyance to a purchaser, user or other consumer. The Company will not be
liable for mineral values lost in processing under sound practices and
procedures, and no Production Royalty will be due on any such lost mineral
values.
This Agreement shall be governed by and construed in accordance
with the laws of the State of Nevada applicable therein.
All notices and other communications under this NSR Agreement
will be in writing and may be delivered personally or transmitted by e-mail or
facsimile as follows:
|
To the Royalty Holder: |
|
Silver Reserve Corp at: |
|
1135 Terminal Way, Suite 106 |
|
Reno, Nevada 89502 |
|
Attention: Mr. Mason Douglas, President |
|
Fax: Redacted" |
|
Email: Redacted" with a copy to |
|
Redacted" |
25
|
To the Company: |
|
|
|
|
Gold Resource Corporation. |
|
2886 Carriage Manor Point. |
|
Colorado Springs, Colorado 80906 |
|
Facsimile: |
Redacted" |
|
Attention: |
Jason Reid, President |
|
email: |
Redacted" |
or to such addresses as each Party may from time to time
specify by notice. Any notice will be deemed to have been given and received if
personally delivered, then on the day of personal service to the recipient
Party, if sent by facsimile transmission and successfully transmitted prior to
4:00 pm (of the time of the receiving Party) on the day of transmission
(provided such day is a Business Day), and if transmitted after 4:00 pm (of the
time of the receiving Party) on that Business Day then on the next Business Day
following the date of transmission. Notice given by email will be deemed to have
been given and received when the recipient acknowledges receipt.
This NSR Agreement may be executed in any number of
counterparts and by the different Parties hereto on separate counterparts, each
of which when so executed and delivered will be an original, but all such
counterparts together will constitute one and the same instrument.
|
COMPANY: |
|
|
|
GOLD RESOURCE CORPORATION |
|
|
|
|
By: |
/s/
Jason Reid |
|
|
Jason Reid, CEO and President |
|
|
|
|
ROYALTY HOLDER: |
|
|
|
SILVER RESERVE CORP. |
|
|
|
|
By: |
/s/
Mason Douglas |
|
|
Mason Douglas, CEO and President
|
26
Exhibit 99.1
FOR IMMEDIATE RELEASE
Infrastructure Materials Corp. Announces Option
Agreement
Reno, Nevada, December 1, 2015 - Infrastructure Materials Corp.
(OTC Pink: IFAM; TSXV: IFM) (the Company) is pleased to announce that its
wholly owned subsidiary, Silver Reserve Corp. (SRC), has entered into an
exclusive option agreement (the Option Agreement) with Gold Resource
Corporation (Gold Resource) (NYSE MKT: GORO), effective as of November 24,
2015, pursuant to which SRC granted Gold Resource an exclusive option (the
Option) to purchase 100% of SRCs interest in the Clay Peters Project.
Upon full execution of the Option Agreement, Gold Resource will
pay SRC cash consideration of approximately $121,000 and stock consideration of
$200,000 of Gold Resources common stock. The Option Agreement has a three-year
term during which Gold Resource may exercise the Option at any time for
additional cash consideration of $270,000, and additional stock consideration of
$1,000,000 in Gold Resource common stock. In the event that Gold Resource elects
to exercise the Option, SRC will retain a 2% net smelter return royalty upon
gross proceeds realized from commercial production on the Clay Peters
Project.
Management is very pleased with this development. Mason
Douglas, President and CEO of the Company stated, I believe that this agreement
is in the best interests of the Company. This arrangement serves to move the
Clay Peters Project forward and retains an interest in the project should
exploration efforts prove successful.
Infrastructure Materials Corp. is a Reno, Nevada based
exploration stage company that is directing its efforts to the exploration and
development, if warranted, of cement grade limestone deposits in strategic
locations in the United States and precious metal properties located in Nevada.
For further information please see our public filings at
www.sedar.com and www.sec.gov/edgar.shtml or contact
Mason Douglas, President and CEO |
Phone: 866-448-1073 |
Email: info@infrastructurematerialscorp.com |
or visit our website at www.cementforthefuture.com or
|
www.infrastructurematerialscorp.com |
Gold Resource Corporation (GORO) and its affiliates do not
accept responsibility for the adequacy or accuracy of this release.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
FORWARD-LOOKING STATEMENTS: This press release contains certain
forward-looking statements within the meaning of U.S. securities laws
Forward-looking statements are frequently characterized by words such as plan,
expect, project, intend, believe, anticipate, estimate and other
similar words or statements to the effect that certain events or conditions
may, have or will occur.
This press release also contains statements based upon
historical records pertaining to our mineral claims that have not been verified
by the Company. The term, resource is not a term that is recognized by SEC
guidelines and does not rise to the level of certainty required by SEC
guidelines. Forward-looking statements or references to historical records are
based on the material in our possession, opinions and estimates of management at
the date the statements are made, and are subject to a variety of risks and
uncertainties and other factors that could cause actual events or results to
differ materially from those stated or projected in this press release. The
Company undertakes no obligation to update forward-looking statements or
historical information unless specifically required by law. The reader is
cautioned not to place undue reliance on forward-looking statements.
2
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