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

Date of Report (Date of earliest event reported):    September 29, 2020


CONTANGO ORE, INC.
(Exact name of Registrant as specified in its charter)


Delaware 001-35770 27-3431051
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number)
Identification No.)
     
3700 Buffalo Speedway, Suite 925    
Houston, Texas   77098
(Address of principal executive offices)
  (Zip Code)

 
Registrant’s Telephone Number, including area code:  (713) 877-1311
 
                                 

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)


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

☐   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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, Par Value $0.01 per share
CTGO
OTCQB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 
Emerging growth company  ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 


Item 1.01.
Entry into a Material Definitive Agreement.

Purchase Agreement

On September 29, 2020, Contango ORE, Inc., a Delaware corporation (the “Company”), CORE Alaska, LLC (“CORE Alaska”), a Delaware limited liability company and a wholly-owned subsidiary of the Company, and Skip Sub, Inc., a Delaware corporation (“Skip Sub”) and an indirect wholly-owned subsidiary of Kinross Gold Corporation, a corporation formed under the laws of Ontario, Canada (“Kinross”), entered into a Purchase Agreement (the “Purchase Agreement”) pursuant to which CORE Alaska sold a thirty percent (30%) membership interest (the “JV Interest”) in Peak Gold, LLC, a Delaware limited liability company (the “Joint Venture Company”), to Skip Sub (the “CORE Transactions”). The CORE Transactions closed on September 30, 2020.

In consideration for the JV Interest, the Company received $32.4 million in cash and 809,744 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The 809,744 shares of Common Stock were acquired by Skip Sub from Royal Gold, Inc., a Delaware corporation (“Royal Gold”), as part of the Royal Gold Transactions (discussed below) and were subsequently cancelled by the Company. Of the $32.4 million cash consideration, $1.2 million constituted a prepayment to the Company as a reimbursement of its proportionate share of certain silver royalty payments that the Joint Venture Company may be obligated to pay to Royal Gold, with the understanding that Skip Sub will bear the entire impact of those royalty payments net to its interest in the Joint Venture Company.

The Purchase Agreement contains customary representations, warranties and covenants.

Concurrently with the Purchase Agreement, Skip Sub, in a separate transaction, acquired from Royal Gold (i) one hundred percent (100%) of the equity of Royal Alaska, LLC (“Royal Alaska”), a Delaware limited liability company, which held a forty percent (40%) interest in the Joint Venture Company and (ii) 809,744 shares of Common Stock held by Royal Gold (the “Royal Gold Transactions” and, together with the CORE Transactions, the “Transactions”).

After the consummation of the Transactions, CORE Alaska retains a thirty percent (30%) membership interest in the Joint Venture Company. Skip Sub now holds a seventy percent (70%) membership interest in the Joint Venture Company and serves as the manager and operator of the Joint Venture Company. Skip Sub and CORE Alaska entered into an Amended and Restated Limited Liability Company Agreement of the Joint Venture Company (the “A&R JV LLCA”) on October 1, 2020 to address the new ownership arrangements and to incorporate additional terms that will permit the Joint Venture Company to further develop and produce its properties.

The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants and agreements contained in the Purchase Agreement, and is subject to and qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed herewith as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.

The Purchase Agreement has been attached as an exhibit to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company or Kinross or any of their respective affiliates or businesses. The representations, warranties, covenants and agreements contained in the Purchase Agreement were made only for the purposes of such agreement and as of specified dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors and security holders are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, CORE Alaska, Kinross, Skip Sub or any of their respective affiliates or businesses.


Separation and Distribution Agreement

Prior to the Transactions, the Joint Venture Company, Contango Minerals Alaska, LLC, an Alaska limited liability company formed by the Joint Venture Company (“Contango Minerals”), the Company, CORE Alaska, Royal Gold and Royal Alaska entered into a Separation and Distribution Agreement, dated as of September 29, 2020 (the “Separation Agreement”). Pursuant to the Separation Agreement, the Joint Venture Company formed Contango Minerals, contributed approximately 170,000 acres of Alaska State mining claims to it, subject to the Option Agreement (defined below), and retained an additional 1% net smelter returns royalty interest on certain of the Alaska state mining claims that were contributed. After the formation and contribution to Contango Minerals, the Joint Venture Company made simultaneous distributions to Royal Alaska and CORE Alaska by (i) granting a new 28% net smelter returns silver royalty on all silver produced from a defined area within the Tetlin Lease (defined below) and transferring the additional 1% net smelter returns royalty described above to Royal Gold and (ii) assigning one hundred percent (100%) of the membership interests in Contango Minerals to CORE Alaska, which were in turn distributed to the Company, resulting in Contango Minerals becoming a wholly-owned subsidiary of the Company. The Separation Agreement contains customary representations, warranties and covenants.

The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants and agreements contained in the Separation Agreement, and is subject to and qualified in its entirety by reference to the full text of the Separation Agreement, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.

Option Agreement

In connection with the Separation Agreement, the Joint Venture Company and Contango Minerals entered into an Option Agreement, dated as of September 29, 2020 (the “Option Agreement”). Under the Option Agreement, Contango Minerals granted to the Joint Venture Company the option, subject to certain conditions contained in the Option Agreement, to purchase approximately 13,000 acres of the Alaska state mining claims, together with all extralateral rights, water and water rights, and easements and rights of way in connection therewith, that are held by Contango Minerals, and which were transferred to Contango Minerals pursuant to the Separation Agreement.

Subject to the conditions in the Option Agreement, the Joint Venture Company may exercise the option to purchase the Alaska state mining claims, in whole or in part, at an exercise price of $50,000. The Joint Venture Company’s option to purchase the Alaska state mining claims from the Company expires and is of no further force and effect upon the earlier of (i) eighteen months after the date of the Option Agreement, or (ii) the termination of the Option Agreement pursuant to its terms. The Option Agreement may be terminated (i) by the Joint Venture Company at any time upon written notice to Contango Minerals, (ii) if the Joint Venture Company fails to timely pay certain fees, including taxes and certain other fees necessary to maintain the Alaska state mining claims in good standing under applicable laws, or (iii) in the event the Alaska state mining claims are subject to a condemnation under eminent domain.

The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants and agreements contained in the Option Agreement, and is subject to and qualified in its entirety by reference to the full text of the Option Agreement, which is filed herewith as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.


Amended and Restated Limited Liability Company Agreement of the Joint Venture Company

As noted above, on October 1, 2020, CORE Alaska and Skip Sub entered into the A&R JV LLCA. The A&R JV LLCA supersedes and replaces in its entirety the prior Limited Liability Company Agreement of the Joint Venture Company, as amended. The A&R JV LLCA is the operating agreement for the Joint Venture Company and provides for understandings between the members with respect to matters regarding percentage ownership interests, governance, transfers of ownership interests and other operational matters.

As of October 1, 2020, and as stated in the A&R JV LLCA, the capital contributions and capital account balance of CORE Alaska was $39.6 million and the capital contributions and capital account balance of Skip Sub was $92.5 million. CORE Alaska and Skip Sub will be required, subject to the terms of the A&R JV LLCA, to make additional capital contributions to the Joint Venture Company for any approved programs budgets in accordance with their respective percentage membership interests.

After the consummation of the Transactions, Kinross, through Skip Sub, replaced Royal Gold as the Company’s joint venture partner and as Manager (defined below) of the Joint Venture Company. After consummation of the Transactions, CORE Alaska holds a thirty percent (30%) membership interest in the Joint Venture Company and Skip Sub holds a seventy percent (70%) membership interest in the Joint Venture Company. The A&R JV LLCA establishes a management committee (the “Management Committee”) to determine the overall policies, objectives, procedures, methods and actions of the Joint Venture Company. Initially, the Management Committee consists of one representative designated by CORE Alaska and two representatives designated by Skip Sub (each a “Representative”). The Representatives designated by each member of the Joint Venture Company shall vote as a group, and in accordance with their respective membership interests in the Joint Venture Company. Except in the case of certain key actions that require approval by unanimous vote of the Representatives, the affirmative vote of a majority of the interests in the Joint Venture Company shall be the action of the Management Committee.

Except for matters that require the approval of the Management Committee under the terms of the A&R JV LLCA, the manager of the Joint Venture Company (the “Manager”) has the power and authority to make any other decision for and on behalf of the Joint Venture Company. Specifically, the Manager will implement the decisions of the Management Committee and manage, direct and control the operation of the Joint Venture Company in accordance with approved programs and budgets. Skip Sub is appointed as the initial Manager with overall management responsibility for operations of the Joint Venture Company. Skip Sub may resign as Manager and can be removed as Manager under certain circumstances as provided in the A&R JV LLCA.

The programs and budgets for each calendar year are prepared by the Manager and must be approved by the Management Committee. On a quarterly basis, subject to provisions of the A&R JV LLCA, the members are required contribute funds to approved programs and budgets in proportion to their respective membership interests in the Joint Venture Company. If a member elects not to contribute to an approved program and budget or elects to contribute less than its share in proportion to its interest, then each member’s proportionate membership interest in the Joint Venture Company will be recalculated by dividing (i) the sum of (a) the value of its contribution to the current year’s approved program and budget plus (b) the additional amount, if any, the member has agreed to contribute to the approved program and budget, plus (c) if the member is not the member who elects to contribute less than its proportionate share of the approved program and budget, then the amount, if any, in excess of the contributions required by such member’s its proportionate membership interest, by (ii) the sum of (a), (b) and (c) above for all members. In the event a member’s membership interest falls below five percent (5%), such member shall be deemed to have resigned as a member from the Joint Venture Company, and such member must sell its remaining interest to the other member at price determined in accordance with provisions of the A&R JV LLCA.

The members have the right to transfer each of their respective membership interests in the Joint Venture Company to certain permitted transferees, including to their respective affiliates and subsidiaries. The members may also transfer each of their respective membership interests to a third party, subject to certain terms and conditions set forth in the A&R JV LLCA. In the event that either member intends to transfer all or part of its membership interest to a bona fide third party, the A&R JV LLCA provides that the other member will have a right of first offer, whereupon the member shall first offer the other member the right to purchase the membership interest in the Joint Venture Company on the same terms and conditions that it intends to sell to a bona fide third party.

The A&R JV LLCA provides that the Joint Venture Company may, at the Manager’s discretion, enter into a toll milling agreement (“Toll Milling Agreement”) with Fairbanks Gold Mining, Inc. (“FGMI”). The A&R JV LLCA provides a form of Toll Milling Agreement that sets forth a framework for the terms and conditions pursuant to which FGMI would process the Joint Venture Company’s ore using the Fort Knox Mill and other processing facilities. The A&R JV LLCA permits the Manager to negotiate the final terms and conditions of the Toll Milling Agreement on behalf of the Joint Venture Company, without any further approval from the Management Committee, subject to certain restrictions set forth in the A&R JV LLCA.

The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants and agreements contained in the A&R JV LLCA, and is subject to and qualified in its entirety by reference to the full text of the A&R JV LLCA, which is filed herewith as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.


Relationships

Immediately prior to the consummation of the Transactions, Royal Gold held 809,744 shares of Common Stock, representing approximately 11.9% of the issued and outstanding shares of Common Stock immediately prior to the Transactions. On September 30, 2020, Royal Gold filed with the Securities and Exchange Commission an Amendment no. 5 to its statement on Schedule 13D, reporting ownership of 0 shares of Common Stock.

Item 2.01.
Completion of Acquisition or Disposition of Assets.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.

Item 8.01.
Other Events.


Royalty on State Mining Claims

In connection with the Transactions and pursuant to the Separation Agreement, on September 29, 2020 Contango Minerals entered into an Omnibus Second Amendment and Restatement of Royalty Deeds (the “Contango Minerals Royalty Agreement”) with Royal Gold. Under the terms of the Contango Minerals Royalty Agreement, in addition to certain existing 2% royalties (the "2% Royalties") and 3% royalties in favor of Royal Gold on the Alaska State mining claims, Contango Minerals granted an additional 1% net smelter returns royalty on those Alaska State mining claims that were already subject to the 2% Royalties, increasing the royalty rate on those Alaska State mining claims to 3%. These Alaska state mining claims were transferred to Contango Minerals pursuant to the Separation Agreement. As a result of the Contango Minerals Royalty Agreement, Contango Minerals will be obligated to pay Royal Gold a 3% net smelter returns royalty on all properties subject to the Contango Minerals Royalty Agreement, subject to the terms and conditions of the Contango Minerals Royalty Agreement.

JV Royalty Agreement

In connection with the  Transactions and pursuant to the Separation Agreement, on September 29, 2020 the Joint Venture Company entered into an Omnibus Second Amendment and Restatement of Royalty Deeds and Grant of Additional Royalty (the “JV Royalty Agreement”) with Royal Gold. Pursuant to the JV Royalty Agreement, in addition to Royal Gold’s existing  3% net smelter returns royalty interest over property defined as the “Tetlin Lease”, the Joint Venture Company (i) granted to Royal Gold a 28% net smelter returns royalty interest on all silver produced from a defined area within the Tetlin Lease and (ii) transferred to Royal Gold the additional 1% net smelter returns royalty that it had retained on the Alaska State mining properties which were transferred to Contango Minerals, all subject to the terms of the JV Royalty Agreement.

CORE Alaska and Skip Sub will be required to fund any royalty payments the Joint Venture Company is obligated to make to Royal Gold under the JV Royalty Agreement in proportion to their respective membership interests in the Joint Venture Company. CORE Alaska’s proportionate share of the additional royalty granted to Royal Gold pursuant to the JV Royalty Agreement has been partially offset. Of the cash consideration paid under the Purchase Agreement, $1.2 million was designated as a prepayment by Skip Sub of CORE Alaska’s estimated proportionate share of the additional silver royalty, in proportion to CORE Alaska’s membership interest in the Joint Venture Company after the consummation of the Transactions.

Cautionary Note Regarding Forward-Looking Statements

Many of the statements included or incorporated in this Current Report on Form 8-K and the furnished exhibit constitute “forward-looking statements.” In particular, they include statements relating to future actions, strategies, future operating and financial performance, and the Company’s future financial results. These forward-looking statements are based on current expectations and projections about future events. Readers are cautioned that forward-looking statements are not guarantees of future operating and financial performance or results and involve substantial risks and uncertainties that cannot be predicted or quantified, and, consequently, the actual performance of the Company may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, factors described from time to time in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein).


Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
Description of Exhibit
   
2.1

*            Exhibits and schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit or schedule will be furnished supplementally to the SEC upon request.


SIGNATURE

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.


  CONTANGO ORE, INC.  
       

By:
/s/ Leah Gaines  
  Leah Gaines  
  Vice President, Chief Financial Officer, Chief Accounting  
  Officer, Treasurer and Secretary  

Dated: October 5, 2020

Exhibit 2.1













PURCHASE AGREEMENT

by and among

CORE ALASKA, LLC,

CONTANGO ORE, INC.,

and

SKIP SUB, INC.

Dated as of September 29, 2020




1
TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND CERTAIN INTERPRETATIONS
2
Section 1.1
Definitions
 2
Section 1.2
Other Interpretive Provisions
 12
Section 1.3
Exhibits
 13
 

 
ARTICLE II PURCHASE AND SALE
 13
Section 2.1
Purchase and Sale of the Purchased Interests
 13
Section 2.2
Consideration
 13
Section 2.3
Closing
 13
Section 2.4
Closing Deliveries of Seller
 14
Section 2.5
Closing Deliveries of Buyer
 14
Section 2.6
Withholding Taxes
 14
Section 2.7
Allocation for U.S. Federal Income Tax Purposes
 15
 
 
 
ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY
 15
Section 3.1
Authority and Enforceability
 15
Section 3.2
No Conflict; Consents and Approvals.
 15
Section 3.3
Organization and Qualification
 16
Section 3.4
Capitalization
 16
Section 3.5
Subsidiaries
 16
Section 3.6
Financial Information
 17
Section 3.7
Absence of Undisclosed Liabilities
 17
Section 3.8
Absence of Certain Changes or Events
 17
Section 3.9
Legal Proceedings
 19
Section 3.10
Compliance with Laws
 19
Section 3.11
Permits
 19
Section 3.12
Material Contracts
 19
Section 3.13
Real Property
 20
Section 3.14
Tangible Assets
 21
Section 3.15
Intellectual Property
 21
Section 3.16
Environmental Matters
 22
Section 3.17
Employee Matters
 22
Section 3.18
Taxes
 23

i

Section 3.19
Insurance
 24
Section 3.20
No Expropriation
 25
Section 3.21
Bank Accounts and Powers of Attorney
 25
Section 3.22
Anticorruption
 25
Section 3.23
Affiliate Transactions
 25
Section 3.24
Brokers
 25
     
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER AND CORE 26
Section 4.1
Organization
 26
Section 4.1
Authority and Enforceability
 26
Section 4.1
No Conflict; Consents and Approvals
 26
Section 4.1
Purchased Interests
 27
Section 4.1
Litigation
 27
Section 4.1
Solvency
 27
Section 4.1
Brokers
 28
Section 4.1
No Other Representations and Warranties
 28
     
ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER  28
Section 5.1
Organization
 28
Section 5.2
Authority and Enforceability
 28
Section 5.3
No Conflict; Governmental Consents and Approvals
 29
Section 5.4
Litigation
 29
Section 5.5
CORE Shares
 29
Section 5.6
Brokers
 30
Section 5.7
Curative Title Work
 30
Section 5.8
Investment Intent
 30
Section 5.9
Non-Reliance of Buyer
 30
Section 5.10
Financial Ability
 30
 
   
ARTICLE VI ADDITIONAL AGREEMENTS  
 30
Section 6.1
Public Disclosure
 30
Section 6.2
Commercially Reasonable Efforts
 31
Section 6.3
Regulatory Filings
 31
Section 6.4
Tax Matters
 31
Section 6.5
Post-Closing Actions
 32






 

 

 














 
ii

ARTICLE VII SURVIVAL; INDEMNIFICATION 
32
Section 7.1 Survival of Representations and Warranties
 32
Section 7.2 Indemnification by Seller and CORE
 33
Section 7.3 Indemnification by Buyer
 34
Section 7.4 Determination of Indemnification Amounts
 35
Section 7.5 Indemnification Procedures
 35
Section 7.6 Treatment of Indemnification Payments
 37
Section 7.7 Prior Knowledge of Breach
 37
Section 7.8 Exclusive Remedies
 37
Section 7.9 Fraud
 38
     
ARTICLE VIII MISCELLANEOUS  38
Section 8.1 Notices
 38
Section 8.2 Expenses
 39
Section 8.3 Severability
 39
Section 8.4 Entire Agreement
 39
Section 8.5 Assignment
 40
Section 8.6 No Third Party Beneficiaries
 40
Section 8.7 Specific Performance
 40
Section 8.8 Governing Law
 40
Section 8.9 Jurisdiction
 40
Section 8.10 WAIVER OF JURY TRIAL
 40
Section 8.11 No Presumption Against Drafting Party
 41
Section 8.12 Counterparts
 41
Section 8.13 Amendments and Waivers
 41
     
EXHIBITS
   
     
Exhibit A
List of State Claims
 
Exhibit B
Form of Amended and Restated Limited Liability Company Agreement
 









 






 

iii
PURCHASE AGREEMENT
This Purchase Agreement (this “Agreement”) is made and entered into as of September 29, 2020 (the “Effective Date”), by and among CORE ALASKA, LLC, a Delaware limited liability company (“Seller”), CONTANGO ORE, INC., a Delaware corporation (“CORE”), SKIP SUB, INC., a Delaware corporation (“Buyer”).  CORE, Seller and Buyer sometimes are referred to in this Agreement collectively as the “Parties” and each individually as a “Party.”
RECITALS
A. Seller is a wholly-owned subsidiary of CORE.  Seller owns 60% of the issued and outstanding membership interests (such 60% interest, the “CORE Interests”) of Peak Gold, LLC, a Delaware limited liability company (the “Company”).
B. Royal Alaska, LLC, a Delaware limited liability company (“Royal Alaska”) and wholly-owned subsidiary of Royal Gold, Inc., a Delaware corporation (“Royal Gold”), owns the remaining 40% of the issued and outstanding membership interests of the Company (the “Royal Interests” and, together with the CORE Interests, the “Membership Interests”) and has served as the sole manager of the Company and had overall management responsibility for operations of the Company since its inception.
C. The activities of the Company are governed by the Company LLC Agreement.  Pursuant to the Company LLC Agreement, the Company conducts mineral exploration and development and related activities at the Peak Gold Project in the Fairbanks Mining District of Alaska.
D. Concurrent with the execution of this Agreement, Buyer has entered into a purchase agreement with Royal Gold (together with the schedules thereto, as may be amended, restated, or supplemented from time to time, the “Royal Purchase Agreement”), pursuant to which Buyer will purchase from Royal Gold, and Royal Gold will sell to Buyer, (i) 100% of Royal Alaska, which owns the Royal Interests and (ii) 809,744 shares of CORE common stock, par value US$0.01 per share (the “CORE Shares”) (collectively, the “Royal Transaction”).
E. Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, 30% of the Membership Interests (the “Purchased Interests”), on the terms and conditions set forth in this Agreement.
F. Prior to the execution of this Agreement, Royal Gold, Royal Alaska, CORE, Seller, the Company and Contango Minerals Alaska, LLC, an Alaska limited liability company (“NewCo LLC”) entered into that certain Separation and Distribution Agreement, dated September 29, 2020 (the “Distribution Agreement”). Pursuant to the terms of the Distribution Agreement, Royal Gold, Royal Alaska, CORE, Seller, the Company and NewCo LLC consummated the transactions contemplated by the Distribution Agreement, including the following: (a) the assets and liabilities identified in the Distribution Agreement were contributed by the Company to NewCo LLC, subject to the Option Agreement, (b) the Company distributed to Seller, which in turn distributed to CORE, all of the membership interests of NewCo LLC then held by the Company, and (c) the Company granted to Royal Gold the New Silver Royalty pursuant to the Restated Royalty Agreement (such transaction described in clauses (a) through (c) undertaken in accordance with the terms of this Agreement and the Distribution Agreement, the “Distribution”).
1
G. The Distribution occurred immediately prior to the consummation of the Royal Transaction, which is expected to occur concurrent with the Closing under this Agreement.
H. Buyer desires to prepay US$1,200,000 to Seller to compensate it for its share of future royalty payments the Company will be obligated to make pursuant to the New Silver Royalty that are attributable to Seller’s remaining interest in the Company after the sale of the Purchased Interests (the “Prepayment”).
AGREEMENTS
NOW, THEREFORE, in consideration of the foregoing premises and recitals, and the representations, warranties, covenants and other agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted by the Parties, and intending to be legally bound hereby, the Parties hereby agree as follows:
ARTICLE I
DEFINITIONS AND CERTAIN INTERPRETATIONS
Section 1.1 Definitions.  Unless the context otherwise requires, the following capitalized and other terms, when used in this Agreement, shall have the respective meanings specified below:
“1933 Act” means the Securities Act of 1933, as amended.
 “Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person; provided, however, that for clarity, neither Royal Gold nor Royal Alaska shall be considered an Affiliate of Seller or CORE for any purpose.
“Agreement” is defined in the preamble.
“Allocation Schedule” is defined in Section 2.7.
“Balance Sheet Date” is defined in Section 3.6.
“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in Toronto, Ontario or Denver, Colorado.
“Buyer” is defined in the preamble.
“Buyer Indemnified Parties” means Buyer and its Affiliates and their respective Representatives, successors and assigns.
2
“Claim” means a claim, demand, action, suit, litigation, charge, plea, complaint, petition, appeal, proceeding, arbitration or assessment, an investigation of which the target has been notified, a dispute commenced, or a demand or other proceeding, in each case at Law or in equity (whether civil, criminal or administrative).
“Claim Response” is defined in Section 7.5(a).
“Claims Notice” is defined in Section 7.5(a).
“Closing” is defined in Section 2.3.
“Closing Date” is defined in Section 2.3.
“Code” means the Internal Revenue Code of 1986, as amended, and all regulations and guidance promulgated or issued pursuant thereto.
“Company” is defined in the recitals.
“Company Intellectual Property” is defined in Section 3.15(a).
“Company LLC Agreement” means that Limited Liability Company Agreement between Seller and Royal Alaska dated January 8, 2015, as amended by (a) that Amendment No. 1 to Limited Liability Company Agreement dated as of November 10, 2017, and (b) that Amendment No. 2 to Limited Liability Company Agreement dated as of January 18, 2019.
“Company Owned IP” means Intellectual Property owned by or exclusively licensed to the Company.
“Company Owned Registered IP” means all Company Owned IP that is registered or issued by a Governmental Authority or subject to a pending application for registration or issuance with a Governmental Authority.
“Confidentiality Agreement” means the Confidentiality Agreement dated as of April 30, 2020, by and between Kinross Gold Corporation, a corporation existing under the Business Corporations Act (Ontario) and CORE.
“Consent” means any consent, approval, order or authorization of, or any declaration, filing or registration with, or any applicable notice or report to, or any waiver by, or any other action (whether similar or dissimilar to any of the foregoing), of, by or with, any Person or Governmental Authority, which is necessary in order to take a specified action or actions in a specified manner and/or to achieve a specified result.
“Contract” means any legally binding mortgage, indenture, lease, contract, covenant, agreement, right, obligation, instrument, commitment, concession, franchise or license, whether written or oral.
“CORE” is defined in the preamble.
3
“CORE Interests” is defined in the recitals.
“CORE Representatives” is defined in Section 3.22.
“CORE Shares” is defined in the recitals.
“Data Room” means the electronic data room hosted at ansarada.com labeled “Project Ptarmigan” the index of documents of which is appended to the Disclosure Schedule. When used in any representation in Article III, references to information being made available in the “Data Room” means that such information has been made available in the Data Room as of the day prior to the date of this Agreement.
“Deductible” is defined in Section 7.2(b).
“Disclosure Schedule” means that document identified as the Disclosure Schedule, dated as of the date of this Agreement, delivered by Seller and CORE to Buyer in connection with this Agreement.
“Distribution” is defined in the recitals.
“Distribution Agreement” is defined in the recitals.
“Domain Names” means rights or licenses to internet domain names and applications and registrations therefor.
“Effective Date” is defined in the preamble.
“Employee Plan” means (a) an employee benefit plan within the meaning of Section 3(3) of ERISA whether or not subject to ERISA; and (b) each stock option plan, stock purchase plan, restricted stock plan, equity based plan, phantom stock plan, bonus or incentive award plan, profit sharing plan, severance pay or separation plan, program or arrangement, deferred compensation arrangement or agreement, retirement plan, program or arrangement, employment, termination or other agreement, executive compensation plan, program, agreement or arrangements, change in control or retention plan, program or arrangement, supplemental income arrangement, vacation and paid time off plan, medical, dental, life or disability plan, program or arrangement, and any other employee benefit plan, agreement, and arrangement, not described in (a) above, in each case which the Company, sponsors, contributes to or has any obligation to contribute to with respect to any current or former employee of the Company (or their spouses, dependents, or beneficiaries) or under which the Company has or may have any liability, whether direct or indirect (including any such plan or other arrangement previously maintained by the Company under which liabilities remain outstanding).
“Encumbrance” means any security interest, pledge, mortgage, lien (including any Tax lien), charge, encumbrance, adverse Claim, option, right of first refusal, easement, encroachment, reserve, servitude, indenture, deed of trust, right of way, license, lease, security agreement or restriction on transfer, excluding licenses of Intellectual Property.
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“Environmental Claim” means any written Claim by any Governmental Authority or any Person made under or in accordance or connection with any Environmental Law.
“Environmental Law” means any Law relating to reclamation or restoration of property; abatement of pollution; protection of the environment; protection of wildlife, including endangered species and public health and safety (as it relates to exposure to Hazardous Materials); protection of cultural or historic resources; management, treatment, storage, disposal, or exposure to, Hazardous Materials; releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or Hazardous Materials, to air, surface water and groundwater; and all other Laws relating to manufacturing, processing, distribution, use, treatment, storage, disposal, handling or transport of pollutants, contaminants, chemicals or industrial, toxic or Hazardous Materials.
“Environmental Permit” means any Permit, letter, clearance, consent, waiver, closure, or exemption by a Governmental Authority required under or issued, granted, given, authorized by or made pursuant to any Environmental Law.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
“ERISA Affiliate” means any person or entity treated as a single employer with the Company pursuant to Section 414(b), (c), (m) or (o) of the Code and the regulations issued thereunder.
“Estoppel Agreement” means that certain estoppel and agreement, dated September 29, 2020, obtained from Tetlin pursuant to Section 4.3 of the Tetlin Mineral Lease.
“Financial Statements” is defined in Section 3.6.
“GAAP” means United States generally accepted accounting principles.
“Governmental Authority” means any federal, state, local or any foreign or other government, governmental, regulatory, judicial or administrative authority, agency or commission or any court, tribunal or other judicial body; provided that Tetlin shall not be a Governmental Authority for any purpose under this Agreement.
“Governmental Fees” means all location fees, mining claim rental fees required under AS 38.05.211, payments in lieu of assessment work (if and to the extent required assessment work is not performed under AS 38.05.210), production royalty payments required under AS 38.05.212, and similar payments required by applicable Laws to locate and hold state mining claims, leasehold locations, and upland mining leases.
“Governmental Order” means any legally binding order, writ, judgment, award, injunction, decree, stipulation or determination of any Governmental Authority, magistrate, arbitrator or arbitration panel, including any bankruptcy court or judge.
“Hazardous Materials” means any chemical, material or substance defined or regulated as toxic, hazardous, infectious, explosive, radioactive, carcinogenic or mutagenic, or as a pollutant or contaminant, or as a waste, under any applicable Environmental Law and includes petroleum and petroleum products, asbestos containing materials and polychlorinated biphenyls, but excludes commercial cleaning products.
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“Indebtedness” means (without duplication) the sum of all amounts owing by the Company to repay in full all amounts due and terminate all obligations (other than indemnity obligations that are not owing or outstanding) with respect to (a) all obligations for the payment of principal, interest, penalties, fees or other liabilities for borrowed money (including guarantees and notes payable) and collection costs thereof, incurred or assumed, (b) all obligations to reimburse the issuer of any letter of credit, surety bond, debentures, promissory notes, performance bond or other guarantee of contractual performance, in each case to the extent drawn or otherwise not contingent, (c) the capitalized portion of all obligations under direct financing leases and purchase money and/or vendor financing (in each case other than with respect to trade payables, accrued expenses, current accounts and similar obligations incurred in the ordinary course of business), (d) all obligations under any leases constituting capitalized leases in accordance with GAAP, (e) all indebtedness for the deferred purchase price of property or services and all earnouts and contingent payment obligations arising pursuant to any acquisition or divestiture, (f) all liabilities pursuant to or under any interest rate protection agreement and all hedging, derivative and swap liabilities, (g) all obligations secured by an Encumbrance on property owned or acquired by the Company, and (h) all guarantee or keep well obligations, including those in respect of obligations of the kind referred to in clauses (a) through (g) above.
“Indemnification Claim” is defined in Section 7.5(a).
“Indemnitee” is defined in Section 7.5(a).
“Indemnitor” is defined in Section 7.5(a).
“Insurance Policies” is defined in Section 3.19.
“Intellectual Property” means (a) patents, patent applications, and statutory invention registrations (including any continuations, continuations-in-part, divisions, extensions, provisionals, reexaminations, reissues, renewals and revisions), inventions, invention disclosures, moral and economic rights of authors and inventors (however denominated), discoveries, improvements, methods and processes; (b) copyrights, copyright registrations and applications for registration thereof, and other published and unpublished works of authorship, including audiovisual works, collective works, software, compilations, databases, derivative works, literary works, mask works, and sound recordings; (c) trademarks, service marks, trade dress, trade names, and other indicia of origin, trademark and service mark registrations and applications for registrations thereof, corporate and business names and other source identifiers, trade names, trade dress, logos, and brand names, together with all goodwill associated therewith; (d) trade secrets to the extent protected by Law, technical data, customer lists, know-how, mask works, formulae, methods (whether or not patentable), designs, processes and procedures, and databases and data collections; and (e) Domain Names, uniform resource locators and other unique digital properties, including social media accounts, screen names, avatars, handles, and followers and the internet sites corresponding thereto.
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“Knowledge of Seller” or “Knowledge” means the actual knowledge of the persons set forth in Section 1.1(a) of the Disclosure Schedule.
“Law” means any constitution, treaty, statute, law, ordinance, regulation, rule, code, or other requirement of any Governmental Authority.
“Leased Real Property” means the real property covered by the Tetlin Mineral Lease.
“Liability” means, with respect to any Person, any liability, obligation, debt, commitment or guaranty of such Person of any kind or nature, whether known or unknown, accrued or unaccrued, absolute or contingent, asserted or unasserted.
“Losses” means all losses, Liabilities, damages, costs, awards, penalties, fines, fees, settlement amounts, and expenses (including reasonable attorneys’ fees and expenses), including but not limited to interest which may be imposed in connection therewith, expenses of investigation, reasonable fees and disbursements of experts.
“Material Contract” means each of the following Contracts:
(a) any Contract that (i) involves unpaid amounts to or from the Company in excess of US$100,000 in any 12-month period, (ii) involves aggregate unpaid payments to or from the Company in excess of US$250,000, or (iii) cannot be cancelled by the Company without penalty on not more than 60 days’ notice;
(b) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts to which the Company is a party or by which the Company is bound relating to the borrowing of money that is outstanding or may be incurred on the terms thereof, including any Contracts evidencing or otherwise relating to Indebtedness, other than accounts receivables and payables in the ordinary course of business;
(c) any Contract relating to the disposition or acquisition by the Company of any asset not in the ordinary course of business;
(d) any Contract creating an Encumbrance (other than Permitted Encumbrances) on any assets of the Company;
(e) any Contract for the grant of any option, right of first refusal or similar preferential right to purchase any material assets or properties of the Company;
(f) any partnership, joint venture or similar Contract;
(g) any lease (whether of real or personal property) involving payments by the Company in excess of US$10,000 in any 12-month period;
(h) any Contract that contains a “requirements” provision or other provision obligating a Person to purchase a minimum amount of any product or service from any other Person;
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(i) any Contract that limits or restricts the freedom of the Company to compete in any line of business or with any Person or in any geographic area or to solicit for employment or hire any Person, including any Contract containing an “area of interest” or similar geographic limitation on the acquisition of property by the Company;
(j) any Contract under which the Company is obligated to guaranty obligations of any Person;
(k) any staffing service agreement by which any Person provides personnel to the Company;
(l) any Contract that provides for any severance, change of control or retention arrangement, including with any independent contractor to the Company;
(m) any outstanding general or special powers of attorney executed by or on behalf of the Company;
(n) any Contract relating to the settlement of any pending Claim;
(o) any Contract with any Governmental Authority (excluding any Permits);
(p) shareholder agreements, voting agreements or other agreements relating to the transfer or voting of shares or other equity interests of the Company (excluding the Company LLC Agreement);
(q) any Contract between the Company and any Affiliate of the Company (excluding confidentiality agreements executed by Royal Alaska or Seller on behalf of the Company);
(r) any hedging, futures, options or other derivative Contract;
(s) any Contract with Tetlin, including the Tetlin Mineral Lease;
(t) the Royalty Agreement; and
(u) all easements or rights-of-way granted to the Company by any third party (excluding any lease for Leased Real Property).
“Membership Interests” is defined in the recitals.
“NewCo Assets” means the Transferred Assets other than the State Claims.
“NewCo LLC” is defined in the recitals.
“New Silver Royalty” means the additional production royalty on silver payable to Royal Gold pursuant to the Restated Royalty Agreement.
“Option Agreement” means that certain Option Agreement, dated the date hereof, between NewCo LLC and the Company.
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“Parties” and “Party” are defined in the preamble.
“Permit” means any permit (including occupancy permit), certificate, license, franchise, registration, variance, exemption, order, consent or authorization issued or granted by any Governmental Authority.
“Permitted Encumbrances” means (a) Encumbrances for Taxes, assessments, charges, levies or other Claims not yet due and payable; (b) Encumbrances for Taxes, assessments, charges, levies or other Claims the validity of which are being contested in good faith and which are described in Section 1.1(b) of the Disclosure Schedule; (c) mechanics, carriers’, workmen’s, repairmen’s and other statutory liens or similar Encumbrances that do not materially detract from the value of, or impair the use of, any of the assets of the Company; (d) easements, rights of way, and Encumbrances arising under applicable Laws, including by-laws, regulations, ordinances and similar instruments relating to development and zoning; (e) rights reserved to any Governmental Authority to regulate any assets or property of the Company, including all existing Permits; (f) the Royalties; (g) rights reserved by or granted to Tetlin under the Tetlin Mineral Lease; (h) rights and other Encumbrances reserved to or granted by Seller or Royal Alaska under the Company LLC Agreement; (i) Encumbrances created by this Agreement or any Related Agreement; (j) the Reclamation Bonds; (k) Encumbrances granted in the ordinary course of business to a public utility; (l) all rights reserved to or vested in any Governmental Authority by the terms of any mineral rights or other real property rights (including the right to terminate such mineral rights or real property rights or to require annual or periodic payments as a condition of the continuance thereof); (m) matters of public record on file in the Fairbanks Recording District as of the Effective Date; and (n) other imperfections of title or Encumbrances that do not materially detract from the value of, or materially impair the use of, any of the assets of the Company (other than the Tetlin Mineral Lease, but without limiting the application of clauses (a) through (l) to the Tetlin Mineral Lease).
“Person” means any individual, entity, association, trust, unincorporated organization, Governmental Authority, Tetlin or other entity.
“Pre-Closing Tax Period” means any Tax period ending on or before the Closing Date and the portion of any Straddle Period up to and including the Closing Date.
“Prepayment” is defined in the recitals.
“Prior Estoppel Agreement” is defined in Section 3.9(b).
“Proceeding” is defined in Section 8.9.
“Proportionate Share” means the percentage obtained by dividing the Purchased Interests by the total Membership Interests to be purchased by the Buyer pursuant to this Agreement and the Royal Purchase Agreement.
“Purchased Interests” is defined in the recitals.
“Real Property” means (a) the Leased Real Property, (b) the State Claims, (c) any other real property currently owned, leased or operated by the Company, and (d) any other real property owned, leased or operated by the Company as of immediately prior to the transactions contemplated by the Distribution Agreement.
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“Reclamation Bonds” is defined in Section 3.16(b).
“Related Agreements” means the Royalty Agreement, the Restated Royalty Agreement, the Distribution Agreement, and the Option Agreement.
“Release” means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, abandonment, disposing or allowing to escape or migrate into or through the environment (including, without limitation, ambient air (indoor or outdoor), surface water, groundwater, land surface or subsurface strata).
“Representative” means, with respect to any Person, any and all directors, officers, managers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.
“Response Period” is defined in Section 7.5(a).
“Responsible Party” is defined in Section 7.5(b).
“Restated Royalty Agreement” means that Omnibus Second Amendment and Restatement of Royalty Deeds and Grant and Deed of Additional Royalty between the Company and Royal Gold, dated September 29, 2020.
“Royalty” or “Royalties” is defined in Section 3.13(e).
“Royalty Agreement” means the Omnibus Amendment and Restatement of Royalty Deeds and Grant and Deed of Additional Royalty between the Company and Royal Gold, as amended.
“Royal Alaska” is defined in the recitals.
“Royal Gold” is defined in the recitals.
“Royal Interests” is defined in the recitals.
“Royal Purchase Agreement” is defined in the recitals.
“Royal Transaction” is defined in the recitals.
“Seller” is defined in the preamble.
“Seller Fundamental Representations” means the representations and warranties set forth in Section 3.1 (Authority and Enforceability); Section 3.3 (Organization and Qualification); Section 3.4 (Capitalization); Section 3.5 (Subsidiaries); Section 3.24 (Brokers); Section 4.1 (Organization); Section 4.2 (Authority and Enforceability); Section 4.4 (Purchased Interests) and Section 4.7 (Brokers).
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“Seller Indemnified Parties” means Seller and its Affiliates and their respective Representatives, successors and assigns.
“Seller Material Adverse Effect” means any event, occurrence, fact, condition, development, change or circumstance that, individually or in the aggregate, has resulted, or would reasonably be expected to result, in a material adverse effect on the condition (financial or otherwise), assets, liabilities, or results of operations of the Company, CORE, or Seller, or the value of the Purchased Interests; provided that “Seller Material Adverse Effect” shall not include any event, occurrence, fact, condition, development, change or circumstance arising out of or attributable to: (A) general economic or political conditions in the United States; (B) changes or developments that affect generally the mining business (including changes in commodity prices, general market prices and regulatory changes affecting the industry); (C) any changes in financial, banking or securities markets generally, including changes in interest rates and changes in exchange rates for the currencies of any countries; (D) any act of war by or against, or an escalation of hostilities involving, or an act of terrorism against, the United States; (E) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other weather conditions or epidemic, pandemic or disease outbreak (including the COVID-19 virus); (F) the announcement of this Agreement or the pendency or consummation of the transactions contemplated hereby (other than with respect to any representation or warranty that is intended to address the consequences of the execution or delivery of this Agreement or the announcement or consummation of the transactions contemplated hereby); (G) compliance with the terms of, or the taking of any action expressly required by this Agreement; or (H) changes in Law or other legal or regulatory conditions, or the interpretation thereof, or changes in GAAP or other accounting standards (or the interpretation thereof); provided further, however, that in the cases of the foregoing clauses (A) through (E) and clause (H), to the extent such matters disproportionately adversely affect the Company and its subsidiaries, taken as a whole, as compared to other similarly situated participants in the mining or mine finance industry, such adverse effects may be taken into account when determining whether a “Seller Material Adverse Effect” has occurred.
“Seller Taxes” means (a) any and all forms of income Taxes of Seller or CORE imposed under applicable law as a result of the ownership of the CORE Interests for any Pre-Closing Tax Period (with the portion of any Straddle Period treated as a Pre-Closing Tax Period determined in accordance with Section 6.4(d)); (b) any and all income taxes imposed on the Company, or for which the Company may otherwise be liable, for any Pre-Closing Tax Period (with the portion of any Straddle Period treated as a Pre-Closing Tax Period determined in accordance with Section 6.4(d)); (c) any and all Taxes relating to Transfer Taxes allocated to Seller or CORE as provided for in Section 6.4(e); (d) any and all forms of income Taxes of any affiliated, consolidated, combined or unitary group (or any member thereof, other than the Company) of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date by reason of Treasury Regulations Section 1.1502-6 or any analogous or similar foreign, state or local Law; (e) any and all forms of income Taxes of any other Person for any Pre-Closing Tax Period (with the portion of any Straddle Period treated as a Pre-Closing Tax Period determined in accordance with Section 6.4(d)) for which the Company is or has been liable as a transferee or successor, by contract, or otherwise; provided, however, that with respect to clauses (b), (d) and (e) above, only the Tax Proportionate Share of any Tax described in such clause will constitute Seller Taxes.
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“State Claims” means those State of Alaska unpatented mining claims described in Exhibit A attached hereto.
“Straddle Period” means a Tax period that commences on or before the Closing Date and that ends after the Closing Date.
“Survival Date” is defined in Section 7.1.
“Tax Proportionate Share” means the percentage obtained by dividing the CORE Interests by the total Membership Interests immediately prior to the Closing.
“Tax Returns” means any report, return, election, document, estimated Tax filing, declaration, claim for refund, information return, or other form filed or required to be filed with respect to Taxes.
“Taxes” means any and all taxes, duties and other assessments in the nature of a tax and imposed by any Governmental Authority, including net income, gross income, license, payroll, employment, excise, severance, occupation, premium, windfall profits, ad valorem, environmental, capital stock, franchise, profits, payroll or employment or other withholding, health insurance, social security (or similar), unemployment, disability, real property, personal property, abandoned property, forfeitures, escheat, alternative or add-on minimum or estimated taxes, including any related interest, fines or penalties.
“Tetlin” means the Native Village of Tetlin, a federally recognized Indian tribe organized pursuant to the Indian Reorganization Act, 25 U.S.C. § 476, under a Constitution and By-Laws approved on May 15, 1939, and ratified on March 20, 1940.
“Tetlin Mineral Lease” means the Mineral Lease between Tetlin and the Company dated as of July 15, 2008, as amended by (a) that Amendment No. 1 to Mineral Lease dated effective October 1, 2009, (b) that Amendment No. 2 to Mineral Lease dated effective June 1, 2011, (c) that Amendment No. 3 to Mineral Lease dated effective July 1, 2011, (d) that Amendment No. 4 to Mineral Lease dated effective December 3, 2012, and (e) that Amendment No. 5 to Mineral Lease dated effective April 1, 2013.
“Third Party Claim” is defined in Section 7.5(b).
“Transfer Taxes” is defined in Section 6.4(e).
“Transferred Assets” is defined in the Distribution Agreement.
“Treasury Regulations” means the regulations promulgated by the U.S. Department of the Treasury under the Code.
Section 1.2   Other Interpretive Provisions.  With reference to this Agreement, unless otherwise specified herein, the following interpretive provisions shall apply: (a) the meanings of defined terms are equally applicable to the singular and plural forms of such defined terms; (b) the words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular provision hereof; (c) Article, Section and Exhibit references are references to the articles, sections and exhibits of this Agreement; (d) the term “including” is by way of example and not a limitation; (e) the term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form; (f) in the computation of periods of time from a specified date to a later specified date, (i) the word “from” means “from and including;” (ii) the words “to” and “until” each mean “to but excluding;” (iii) the word “through” means “to and including” and (iv) the word “within” means “from and through” the specified days; (g) Article and Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Agreement; (h) references to any agreement or instrument referred to herein means such agreement or instrument as amended, modified, replaced or supplemented from time to time to the extent permitted by the applicable provisions thereof; (i) references to any Governmental Authority include any successor to that Governmental Authority; (j) references to any Law are to the Law as amended, modified, supplemented or replaced from time to time, and to any section of any Law are to any successor to the section; and (k) references to “US$” and “USD” are references to United States dollars.  Notwithstanding anything herein to the contrary, if the date on which any action is to be taken, performance or payment is to be made, or notice is to be delivered, pursuant to this Agreement is not a Business Day, then the action shall be taken, payment or performance shall be made, or the notice shall be delivered, on the next succeeding Business Day with the same force and effect as if made on such preceding Business Day without breach or other penalty hereunder.
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Section 1.3   Exhibits.  The Exhibits to this Agreement are incorporated herein and form an integral part hereof.  If an Exhibit is a form of agreement, such agreement, when executed and delivered by the parties thereto, shall constitute a document independent of this Agreement.
ARTICLE II
PURCHASE AND SALE
Section 2.1   Purchase and Sale of the Purchased Interests.  At the Closing, Seller shall sell and transfer to Buyer, free and clear of any and all Encumbrances (other than restrictions on subsequent transfer by Buyer under applicable state and federal securities Laws and rights and other Encumbrances reserved or granted under the Company LLC Agreement), and Buyer shall purchase from Seller, the Purchased Interests.
Section 2.2   Consideration.  At the Closing, Buyer shall (a) pay to Seller the cash amount equal to US$31,200,000, by wire transfer of immediately available funds, (b) cause the CORE Shares to be delivered to Seller, who will immediately distribute them to CORE to be held in treasury, and (c) deliver to Seller the Prepayment cash amount equal to US$1,200,000 by wire transfer of immediately available funds, for the Prepayment, subject to adjustment in accordance with Section 4.13 of the Amended and Restated Limited Liability Company Agreement of the Company.
Section 2.3   Closing.  The consummation of the transactions contemplated hereby (the “Closing”) shall occur simultaneously with the execution of this Agreement (the day on which the Closing takes place being referred to herein as the “Closing Date”) through the delivery and exchange by electronic mail in PDF or similar format between the Parties of all documents required to close the transactions contemplated by this Agreement on such date.
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Section 2.4   Closing Deliveries of Seller.  At the Closing, Seller shall deliver, or cause to be delivered, to Buyer or its designee:
(a) an instrument of transfer in respect of the Purchased Interests duly executed by Seller;
(b) good standing certificate (or its equivalent) of the Company as of a recent date from the Secretary of State of the State of Delaware;
(c) a non-foreign affidavit from Seller and CORE, in form and substance reasonably acceptable to Buyer, dated as of the Closing Date, sworn under penalty of perjury and in form and substance required by Sections 1445 and 1446(f) of the Code and the related Treasury Regulations stating that Seller is not a “foreign person” as defined in Sections 1445 and 1446(f) of the Code;
(d) executed certificates of the secretaries or assistant secretaries (or other authorized Person) of Seller and CORE, dated as of the Closing Date, which certify that attached thereto are true and complete copies of all resolutions adopted by the governing bodies of Seller and CORE authorizing the execution, delivery and performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; and
(e) the Estoppel Agreement, duly executed by Tetlin.
Section 2.5   Closing Deliveries of Buyer.  At the Closing, Buyer shall deliver, or cause to be delivered to Seller, or at its direction to CORE:
(a) a cash amount equal to US$31,200,000 by wire transfer of immediately available funds;
(b) evidence of the transfer of the CORE Shares reasonably acceptable to Seller;
(c) a cash amount equal to US$1,200,000 by wire transfer of immediately available funds; and
(d) an executed certificate of the secretary or an assistant secretary (or equivalent officer) of Buyer, dated as of the Closing Date, which certifies that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other agreements and documents to be entered into by Buyer pursuant to this Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby.
Section 2.6    Withholding Taxes. Subject to Seller providing to Buyer at least one (1) day before the Closing the non-foreign affidavit described and required to be delivered pursuant to Section 2.4(c), above, Buyer, Seller and CORE agree that no withholding shall be required under the Code with respect to the payment of consideration pursuant to Section 2.2.
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Section 2.7   Allocation for U.S. Federal Income Tax Purposes. Buyer, Seller and CORE agree that any amounts treated as consideration for U.S. federal income Tax purposes shall be allocated among the assets of the Company in accordance with Section 751(a) of the Code and substantially as described in Section 2.7 of the Disclosure Schedule, as such schedule may be updated with the mutual consent of the Parties (the “Allocation Schedule”).  The Parties shall agree to a final Allocation Schedule within ninety (90) days following the Closing, and any dispute with respect to the final Allocation Schedule shall be submitted to an independent accountant whose fees shall be paid equally by the parties.  The Allocation Schedule shall be revised in a manner consistent with Section 751(a) of the Code to take into account any adjustments to the consideration under this Agreement, including any indemnification payments under Article VII.  The Parties shall not take any U.S. income Tax position (whether in audits, on Tax Returns, or otherwise) that is inconsistent with the Allocation Schedule unless required to do so by applicable Law.
ARTICLE III
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY
Seller and CORE, jointly and severally, hereby represent and warrant to Buyer in respect of the Company as follows:
Section 3.1   Authority and Enforceability.  Subject to the valid approval by Royal Alaska of the Company’s entry into each Related Agreement: (a) the Company has all requisite limited liability company power and authority to execute, deliver and perform the Related Agreements and to consummate the transactions contemplated thereby, (b) the execution, delivery and performance by the Company of the Related Agreements and the consummation of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the Company and no further action is required on the part of the Company to authorize the execution, delivery and performance by the Company of the Related Agreements and the consummation of the transactions contemplated thereby, and  (c)  each of the Related Agreements has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the other parties thereto, constitutes the valid and binding obligations of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.
Section 3.2   No Conflict; Consents and Approvals.
(a) Subject to the valid approval by Royal Alaska of the Company’s entry into each Related Agreement, the execution, delivery and performance by the Company of each Related Agreement and the consummation of the transactions contemplated thereby, do not and will not: (i) conflict with or violate the Company LLC Agreement or other organizational documents of the Company; (ii) conflict with or violate any Law applicable to the Company or its businesses or by which the Company or any of its assets are bound; (iii) result in a breach of, constitute a default (or an event that with notice or lapse of time or both would become a default) under, impair the Company’s rights or alter the rights or obligations of any third party under, result in or give to others any rights of termination, suspension, revocation, amendment, or cancellation of, or acceleration of the performance required by, any Material Contract; or (iv) result in the creation of an Encumbrance other than a Permitted Encumbrance on any of the assets of the Company.
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(b) Except as set forth in Section 3.2(b) of the Disclosure Schedule, no Consent from any Governmental Authority is required to be obtained or made by the Company in connection with the execution, delivery and performance by Seller or CORE of this Agreement or the consummation of the transactions contemplated hereby.
(c) Except as set forth in Section 3.2(c) of the Disclosure Schedule, the Company will not be required to make any filing with or give any notice, or obtain any Consent, pursuant to any Material Contract in connection with the execution, delivery and performance by Seller or CORE of this Agreement or the consummation of the transactions contemplated hereby.
Section 3.3   Organization and Qualification.  The Company is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware.  Copies of the organizational documents of the Company, including each amendment thereto, are in the Data Room and are true, complete and in effect as of the date hereof.  The Company is not in violation of its organizational documents in any material respect.  The Company (a) has all necessary limited liability company power and authority to own its assets and to carry on its business as conducted on the date hereof and (b) is duly qualified to conduct its business and is in good standing in each jurisdiction in which the assets owned or leased by it or the operation of its business makes such qualification necessary, except where the failure to be so qualified or in good standing would not have a Seller Material Adverse Effect.
Section 3.4   Capitalization.
(a) Seller holds 60% of the Membership Interests, subject to all terms and conditions of the Company LLC Agreement.  Except for the CORE Interests and the Royal Interests, there are no other issued and outstanding membership interests, profits interest or other equity interests of the Company.
(b) There are no pre-emptive or other outstanding rights, options, warrants, conversion rights, unit appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments under which the Company is or may become obligated to issue or sell, or giving any Person a right to subscribe for or acquire, or dispose of, any equity interests, or any securities or obligations exercisable or exchangeable for or convertible into any equity interests, of the Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding.
(c) The Purchased Interests are not subject to any voting trust agreement or similar arrangement relating to the voting of such Purchased Interests other than the Company LLC Agreement.
Section 3.5   Subsidiaries.  The Company does not have and has never had any subsidiaries, other than NewCo LLC.
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Section 3.6   Financial Information.  Attached as Section 3.6 of the Disclosure Schedule are copies of (a) the unaudited balance sheet of the Company as of December 31, 2019 (the “Balance Sheet Date”) and related unaudited statements on income and cash flows for the period then ended, and (b) the audited balance sheet of the Company as of June 30, 2020 and the related audited statements on income and cash flows (collectively, the “Financial Statements”).  The Financial Statements have been prepared in accordance with the books and records of the Company and GAAP (other than the existence of notes and year-end adjustments, which will not individually or in the aggregate be material) applied on a consistent basis throughout the periods indicated. The Financial Statements present fairly, in all material respects, the consolidated financial condition and operating results of the Company as of the dates, and for the periods, indicated therein.  All of the books, records, and accounts of the Company are maintained in accordance with good business practice and all applicable Laws, accurately present and reflect in all material respects all of the transactions therein described, and are reflected accurately in the Financial Statements.
Section 3.7   Absence of Undisclosed Liabilities.  The Company does not have any Liabilities that are required to be recorded or reflected on its balance sheet under GAAP, other than Liabilities (a) reflected in, reserved against or described in the Financial Statements; (b) set forth in Section 3.7 of the Disclosure Schedule; or (c) incurred in the ordinary course of business subsequent to the Balance Sheet Date and which (i) are not and would not reasonably be expected to be material to the Company and (ii) are not liabilities for breach of contract, breach of warranty, tort, violation of Law or lawsuit.
Section 3.8   Absence of Certain Changes or Events.  Since the Balance Sheet Date, (a) there has not been any Seller Material Adverse Effect, and (b) except as set forth in Section 3.8 of the Disclosure Schedule or as contemplated in this Agreement or the Related Agreements, the Company has (i) conducted its businesses only in the ordinary course of business in all material respects and (ii) not taken or had occur any of the following actions or events:
(a) authorized for issuance, issued, sold, granted, pledged, delivered, transferred or assigned or agreed or committed to issue, sell, grant, pledge, deliver, transfer or assign any Membership Interests or other form of ownership interests of the Company or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire any of the foregoing, or permit any Encumbrance to be imposed on any Purchased Interests or other form of ownership interests of the Company;
(b) split, combined, redeemed, subdivided, reclassified, purchased or otherwise acquired directly, or indirectly, any Membership Interests or any other ownership interests of the Company;
(c) acquired by merger or consolidation with, or purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person;
(d) made, declared, set aside or paid any distribution (whether in cash, stock or property) in respect of, any equity securities of the Company;
(e) sold, transferred, leased, licensed, assigned, pledged, encumbered or otherwise disposed of any of the assets of the Company, other than dispositions of obsolete equipment with not more than de minimis value or any other disposition in the ordinary course of business; provided, however, that, except as described in Section 3.8 of the Disclosure Schedule, and as contemplated pursuant to the Distribution Agreement, there have been no dispositions of all or any portion of the State Claims or the Tetlin Mineral Lease;
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(f) acquired properties or assets outside the ordinary course of business;
(g) purchased or leased (as lessor or lessee), or entered into any Contract for the purchase or lease (as lessor or lessee) of, any real property;
(h) made any change in any method of accounting or accounting practice or principle of the Company other than those required by GAAP or applicable Law;
(i) made or changed any material Tax election, filed any material Tax Return other than on a basis consistent with past practice, filed any amended Tax Return, adopted or changed any material accounting method for Tax purposes (unless required by Law), settled any material Tax claim or assessment relating to the Company, or surrendered any material right to claim a refund for Taxes;
(j) hired any Person as an employee or appointed any person as an officer;
(k) entered into or renewed any Contracts containing, or otherwise subjecting the Company to, any material restrictions on the operation of the business of the Company in the ordinary course of business following the Closing;
(l) made any loans, advances or capital contributions to, or investments in, any other Person;
(m) amended the Company LLC Agreement or other organizational documents of the Company;
(n) adopted a plan of complete or partial liquidation or dissolution;
(o) filed a petition in bankruptcy under any provisions of bankruptcy Law on behalf of the Company or consent to the filing of any bankruptcy petition against the Company;
(p) created, incurred, assumed, guaranteed, endorsed or otherwise became liable for any Indebtedness for borrowed money or guaranteed any such Indebtedness of another Person other than in connection with the financing of the operations of the Company in the ordinary course of business;
(q) mortgaged, pledged, or subjected to any Encumbrance (other than Permitted Encumbrances) any Real Property or other assets or properties of the Company; or
(r) entered into any Contract or binding letter of intent with respect to, or otherwise committed or agreed, whether or not in writing, to do any of the actions described in Section 3.8(a)-(q).
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Section 3.9       Legal Proceedings.

(a) Except as set forth in Section 3.9 of the Disclosure Schedule, (i) no material Claims by or against the Company are pending, or to the Knowledge of Seller, threatened, and (ii) there are presently no outstanding or unsatisfied Governmental Orders against the Company.  To the Knowledge of Seller, no Claim by or against the Company is pending or threatened, which seeks to delay or prevent the consummation of, or which would reasonably be expected to materially adversely affect, the ability of Seller, CORE or the Company to consummate the transactions contemplated by this Agreement.
(b) (i) In connection with formation of the Company, CORE and Tetlin entered into an Estoppel and Agreement, dated as of October 2, 2014 (the “Prior Estoppel Agreement”), certifying certain matters relating to the validity and good standing of the Tetlin Mineral Lease; and (ii) since entry into the  Prior Estoppel Agreement, the Company has not received from Tetlin any written notices (1) alleging a violation by the Company of any Law or Tetlin law or any Permit or permit issued under Tetlin law, or of any fine or penalty in connection with the same or (2) any assertion of Tetlin authority to condemn or otherwise expropriate any portion of the real property subject to the Tetlin Mineral Lease.
Section 3.10   Compliance with Laws.  The Company is, and has at all times since its formation been, in material compliance with all Laws applicable to the Company or its assets, properties, businesses or operations, and no written notices have been received by Seller, CORE or the Company alleging a material violation of any such Laws.  There are no outstanding fines imposed on the Company by any Governmental Authority, and to the Knowledge of Seller no such fines by any Governmental Authority are pending or threatened.
Section 3.11   Permits.  Section 3.11 of the Disclosure Schedule sets forth a true and complete list of all material Permits held by the Company, other than (i) expired Permits and (ii) Permits exclusively related to the NewCo Assets.  All material Permits required for the Company to conduct its business as currently conducted have been obtained by it and are valid and in full force and effect, other than expired Permits which have been replaced or which are no longer required for the conduct of the Company’s business as currently conducted.  To the Knowledge of Seller, no condition exists that, with notice or lapse of time or both, would constitute a default under any such Permit or any continuing obligation under any expired Permit.  None of the representations and warranties contained in Section 3.11 shall be deemed to relate to environmental matters (which are governed by Section 3.16) (except to the extent that certain Permits listed in Section 3.11 of the Disclosure Schedule may constitute Environmental Permits), employment matters (which are governed by Section 3.17) or tax matters (which are governed by Section 3.18).
Section 3.12   Material Contracts.  Section 3.12 of the Disclosure Schedule sets forth a true, complete and correct list of each Material Contract. True and complete copies of each of the Material Contracts, including each amendment thereto, are in the Data Room. Each Material Contract is valid and in full force and effect, is legal, binding, and enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. The Company has performed all material obligations required to be performed by the Company to date under the Material Contracts, and has not violated any provision of, or committed or failed to perform in any material respect any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Material Contract. None of Seller, CORE, or the Company has received notice from any other party to a Material Contract that such party intends to repudiate, cancel, terminate, suspend performance under, or decline to renew a Material Contract.
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Section 3.13   Real Property.
(a) Except as set forth in Section 3.13(a) of the Disclosure Schedule: (i) the Company has a valid leasehold interest that is in full force and effect in each lease included in the Leased Real Property; (ii) the Company’s interest in each lease included in the Leased Real Property is free and clear of all Encumbrances, except for Permitted Encumbrances; (iii) to the Knowledge of Seller, there is no pending or threatened condemnation, eminent domain, taking or similar proceeding with respect to, any of the Leased Real Property; (iv) the Company is not in material default under the Tetlin Mineral Lease and, to the Knowledge of Seller, no event has occurred which, with notice or lapse of time or both, would become a default or breach in any material respect by the Company, or would permit the termination thereof. All ad valorem taxes assessed against the Company with respect to the Leased Real Property have been timely and properly paid.
(b) The Company, subject to the paramount title of the State of Alaska, and except as set forth in Section 3.13(b) of the Disclosure Schedule or as contemplated by this Agreement, the Royalty Agreement, the Restated Royalty Agreement or the Distribution Agreement, as of immediately prior to the transactions contemplated by this Agreement and the Distribution Agreement, (i) was the holder of an undivided 100% legal and beneficial interest in the State Claims; (ii) has not granted or created any Encumbrances, other than the Permitted Encumbrances against the State Claims; (iii) has not granted any Person: (A) the right to use the State Claims or any royalty or other interest whatsoever in production from the State Claims, or (B) other than as described in this Agreement, the Royalty Agreement, the Restated Royalty Agreement or the Distribution Agreement, any back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would adversely affect the Company’s interest in the State Claims; (iv) has maintained tenure to the State Claims in good standing, including paying, in a timely manner, all Governmental Fees, timely performing qualifying amounts of eligible assessment work as required to maintain tenure in good standing and timely making all required Governmental Authority filings; and (v) has not done or omitted to do anything that might cause any of the State Claims to be liable to forfeiture or abandonment due to any failure to comply with any provisions of AS 38.05 or 11 AAC Chapter 86, and to the extent that assessment work obligations in respect of any part of the State Claims have not been met in full, has paid all Governmental Fees or received all necessary waivers or extensions and has complied with the same.
(c) Except as set forth in Section 3.13(c) of the Disclosure Schedule, the current uses of and the conduct of the business of the Company on the State Claims and the Leased Real Property comply in all material respects with all applicable Laws, including Laws in respect of any zoning and other regulations affecting the State Claims and the Leased Real Property.
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(d) Except as described in Section 3.13(d) of the Disclosure Schedules, there is legal access to and from the State Claims and the Leased Real Property.
(e) Section 3.13(e) of the Disclosure Schedule sets forth a true, complete and correct list of all royalties, overriding royalties, net profit interests, and payments on or out of production in each case, by which any of the State Claims or the Company’s interest in each lease included in the Leased Real Property is burdened to the Knowledge of Seller (each, a “Royalty” and collectively, the “Royalties”).  Except as set forth on Section 3.13(e) of the Disclosure Schedule, all advance minimum royalty obligations under the Tetlin Mineral Lease have been timely and properly paid.
(f) Since its formation, except as contemplated by this Agreement, the Royalty Agreement, the Restated Royalty Agreement or the Distribution Agreement, the Company has not granted any farm-in or earn-in rights, back-in rights, rights of first refusal, rights of first offer, option rights, area of interest rights or similar rights or provisions which could affect the Leased Real Property.
(g) Neither Seller nor CORE has Knowledge of any active oil or gas operations currently being conducted by any third party on or in any of the State Claims or the Leased Real Property.
(h) The Company does not own or hold any water rights, including water leases and water supply agreements, ditch rights or other interests in water conveyance rights.  Each material Permit relating to water usage on the Tetlin Mineral Lease or the State Claims is set forth in Section 3.11 of the Disclosure Schedule.
(i) Except as set forth in Section 3.13(i) of the Disclosure Schedule, as of the Effective Date, the Real Property constitutes all of the real property owned, leased or operated by the Company.
Section 3.14   Tangible Assets.  The Company (a) has good and valid title to the material tangible assets that it owns, free and clear of all Encumbrances other than Permitted Encumbrances, and (b) has a valid leasehold interest in all material tangible assets that it leases, free and clear of all Encumbrances other than Permitted Encumbrances.
Section 3.15   Intellectual Property.
(a) Section 3.15(a) of the Disclosure Schedule sets forth a true, complete and correct list of all (i) Company Owned Registered IP, and (ii) all material Intellectual Property owned, used, filed by or licensed to the Company (the Intellectual Property described in clauses (i) and (ii), collectively, the “Company Intellectual Property”).
(b) To the Seller’s Knowledge, the Company owns or has the right to use all Company Intellectual Property necessary to conduct the business as currently conducted.
(c) To the Seller’s Knowledge: (i) the Company’s use of the Company Intellectual Property does not infringe, violate or misappropriate the Intellectual Property of any Person; and (ii) no Person is infringing, violating or misappropriating any Company Intellectual Property.
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Section 3.16   Environmental Matters.
(a) Except as set forth in Section 3.16(a) of the Disclosure Schedule, (i) the Company is and has been, and its business, assets and properties, including the State Claims and the Leased Real Property and any other Real Property, are and have been owned, leased, and operated, in compliance in all material respects with all applicable Environmental Laws; (ii) none of Seller, CORE or the Company has received (1) from any Person any Environmental Claim related to the Real Property or (2) any written notice alleging that the Company is in material violation of, or is materially liable under, any Environmental Law; and (iii) neither Seller nor CORE has Knowledge of any Environmental Claim related to the Real Property.
(b) Except as set forth in Section 3.16(b)(i) of the Disclosure Schedule, the Company is in material compliance with all of the Environmental Permits listed in Section 3.11 of the Disclosure Schedule, has obtained and provided to or posted with the appropriate Governmental Authority all reclamation bonds or other surety recognized in connection therewith, all of which are listed in Section 3.16(b)(ii) of the Disclosure Schedule (the “Reclamation Bonds”), and all such Environmental Permits and Reclamation Bonds are current and in full force and effect and have not been revoked, suspended, canceled or terminated, and, to the Knowledge of Seller, no notice has been given of any threatened revocation, suspension, cancellation or termination thereof.
(c) Except as set forth in Section 3.16(c) of the Disclosure Schedule, to the Knowledge of Seller (i) there has been no material Release of Hazardous Materials by the Company in contravention of Environmental Laws with respect to the business or assets of the Company or on, at, from, or under the Real Property, and (ii) none of Seller, CORE or the Company has received a written notification, and neither Seller nor CORE has Knowledge, that any Real Property (including soils, groundwater, and surface water located on or within any such Real Property) has been the source of or subject to any Release of or contaminated with any Hazardous Material which would reasonably be expected to result in an Environmental Claim against, or a violation of Environmental Laws or the terms of any Environmental Permit held by, or any material liability to or obligation on the part of, the Company.
(d) All material environmental reports, records, sampling data, site assessments and other similar documents relating to the Real Property prepared by or for the Company are included in the Data Room.
(e) Notwithstanding any other provision of this Agreement, except for Section 3.6 (Financial Information), Section 3.7 (Absence of Undisclosed Liabilities), and Section 3.11 (Permits), the representations and warranties set forth in this Section 3.16 are the sole and exclusive representations and warranties with respect to Environmental Laws, Hazardous Materials, and other environmental matters.
Section 3.17   Employee Matters.  The Company does not have, and has never had, any employees. The Company (i) has never sponsored or maintained, contributed to, or been obligated to contribute to an Employee Plan, and (ii) has not incurred any liability that has not been satisfied in full and is not reasonably likely to incur any liability (including as a result of being an ERISA Affiliate of a person or entity) with respect to any Employee Plan.  Neither the Company nor any ERISA Affiliate has ever contributed to or been obligated to contribute to (i) a “defined benefit plan,” as defined in Section 3(35) of ERISA, that is subject to Title IV of ERISA, (ii) a “multiemployer plan,” as defined in Section 3(37) of ERISA, or (iii) a plan that is subject to the minimum funding standards under Section 302 of ERISA or Section 412 of the Code.
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Section 3.18   Taxes.
(a) Except as set forth in Section 3.18(a) of the Disclosure Schedule, the Company has timely filed or caused to be timely filed (taking into account any applicable extension of time within which to file) with the appropriate taxing authorities all material Tax Returns it was required to file.  Such Tax Returns are true, complete and correct in all material respects.  All material Taxes required to be paid by the Company (whether or not shown on any Tax Return) that have become due and payable have been paid.
(b) Except as set forth in Section 3.18(b) of the Disclosure Schedule, the Company is not the subject of an audit or other examination of Taxes by any taxing authority and has not received written notification that such an audit is contemplated or pending.
(c) The Company (i) has not entered into an agreement or waiver extending any statute of limitations relating to the assessment, payment or collection of any Taxes of the Company that has not expired, (ii) is not presently contesting the Tax liability of the Company before any court, tribunal or agency, (iii) has not granted a power-of-attorney relating to any Tax matters to any Person that is currently in effect, (iv) is not the beneficiary of any extension of time within which to file any Tax Return that has not expired and (v) has not applied for or received a ruling or determination from a taxing authority regarding a past or prospective transaction of the Company.
(d) All material Taxes which the Company was required by Law to withhold or collect in connection with amounts paid or owing to any member, creditor or other third party have been duly withheld or collected and paid over to the appropriate taxing authority and all Tax Returns (including Forms W-2 and 1099) required with respect thereto have been properly completed and timely filed. The Company has no liability arising since its formation with respect to any employee withholding, payroll, or employment Taxes.
(e) No Claim, that has not been resolved in the Company’s favor, has ever been made by any taxing authority in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation by that jurisdiction.
(f) There are no liens for Taxes (other than for Taxes not yet due and payable) on any of the assets of the Company and, to the Knowledge of Seller, there is no basis for the assertion of any Claim relating or attributable to Taxes which, if adversely determined, would result in any lien on the assets of the Company.
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(g) The Company is not a party to any Tax allocation, Tax sharing or similar agreement or other agreement or arrangement with respect to Taxes that could affect the Tax liability of Buyer or its Affiliates.
(h) The Company (i) has at no time been classified as a corporation for federal Tax purposes and therefore has not at any time been a member of an affiliated group of corporations filing a consolidated federal income Tax Return or corporate group filing combined Tax Returns or similar group for state, local or foreign Tax purposes and (ii) has no liability arising since its formation for the Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), as a transferee or successor, by contract, or otherwise.
(i) The Company will not be required to include any income or gain or exclude any deduction or loss from taxable income for any taxable period or portion thereof on or after the Closing as a result of any (i) change in method of accounting made prior to the Closing, (ii) closing agreement under Section 7121 of the Code executed prior to the Closing, (or in the case of each of (i) and (ii), under any similar provision of applicable Law), (iii) installment sale or open transaction disposition consummated prior to the Closing, or (iv) prepaid amount received prior to the Closing.
(j) To the Knowledge of the Seller, the Company has not participated in a “reportable transaction” as that term is defined in Treasury Regulations Section 1.6011-4.
(k) The Company has not distributed stock of another Person, or had its stock or equity interests distributed by another Person, in a transaction that was intended to be governed by Section 355 or 361 of the Code.
(l) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in combination with another event) will result in the payment of any amount that would, alone or in combination with another payment, not be deductible by reason of Code Section 280G.
(m) The prices and terms for the provision of any property or services between the Company and any of its Affiliates are arm’s length for purposes of the relevant transfer pricing Laws and have not been determined with a purpose to obtain any reduction in Taxes or other Tax benefit, and the Company has complied with all contemporaneous documentation and disclosure requirements under applicable transfer pricing Laws.
(n) To the Knowledge of the Seller, the Company has been properly treated as a partnership or “disregarded as an entity separate from its owner” within the meaning of Treasury Regulations Section 301.7701-3(b)(1)(ii) for U.S. federal income Tax purposes and for purposes of any applicable state or local Tax that follows U.S. federal income Tax treatment regarding entity classification.
(o) Seller has paid or has made reasonable provision for the payment of any Seller Taxes that are due and owing as of the Closing Date.
Section 3.19   Insurance.  Section 3.19 of the Disclosure Schedule contains a true, complete and correct list of (a) all insurance policies covering the assets, business, equipment, properties, employees, officers and operations of the Company (the “Insurance Policies”), and (b) all material claims made against the Insurance Policies in the last three years. Except as set forth in Section 3.19 of the Disclosure Schedule, there is no claim by the Company pending under any of such Insurance Policies as to which coverage has been questioned, denied or disputed by the underwriters of such Insurance Policies.  Such Insurance Policies are in full force and effect, all premiums due and payable under all such policies and bonds have been paid (or if installment payments are due, will be paid if incurred prior to the Closing) and the Company is otherwise in material compliance with the terms of such policies and bonds.  Neither Seller nor CORE has Knowledge of any threatened termination, cancellation, or non-renewal of, or material premium increase with respect to, any of such policies.
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Section 3.20   No Expropriation.  As of the date of this Agreement, no property or asset of the Company has been taken or expropriated by any Governmental Authority, nor does Seller or CORE have Knowledge that any notice or proceeding in respect thereof has been given or commenced, nor does Seller or CORE have Knowledge of any intent or proposal to give any such notice or commence any such proceeding.
Section 3.21   Bank Accounts and Powers of Attorney.  Section 3.21 of the Disclosure Schedule sets forth a complete and accurate list showing the name of each bank, trust company or similar institution in which the Company has accounts or safety deposit boxes, the number or designation of each such account and safety deposit box and the names of all Persons authorized to draw thereon or to have access thereto and showing the name of each Person holding a general or special power of attorney from the Company and a summary of the terms thereof.
Section 3.22   Anticorruption.  No person serving as a Seller representative on the Management Committee (the “CORE Representatives”), nor, to the Knowledge of Seller, any agent, consultant, representative or other Person engaged by Seller, CORE or the CORE Representatives on behalf of the Company, has, directly or indirectly, in violation of any applicable Law (including without limitation the Foreign Corrupt Practices Act of 1977, as amended): (a) made, offered to make, or authorized any contribution, gift, bribe, rebate, payoff, influence payment, improper payment, kickback, or other payment to any Person, private or public, regardless of form, whether in money, property, or services, (i) to obtain favorable treatment in securing business, permit(s) or approval(s), or to pay for favorable treatment for business, permit(s) or approval(s) already secured or (ii) to obtain special concessions or to pay for special concessions already obtained; or (b) established or maintained any fund or other asset that has not been properly recorded in the books and records of the Company.
Section 3.23   Affiliate Transactions.  Except as set forth in Section 3.23 of the Disclosure Schedule, none of Seller, CORE, any Affiliate of Seller or CORE (other than the Company), or any CORE Representative or, to the Knowledge of Seller, any other member of the Management Committee (a) is party to any Contract with the Company, or (b) owns or has any interest in any property or right, tangible or intangible, that is used in the businesses of the Company as currently conducted.
Section 3.24   Brokers.  Except as set forth in Section 3.24 of the Disclosure Schedule, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon any agreement, arrangement or understanding made by or on behalf of Seller or the Company.
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER AND CORE
Seller and CORE, jointly and severally, hereby represent and warrant to Buyer as follows:
Section 4.1   Organization.
(a) Seller is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Seller (i) has all necessary company power and authority to own its assets and to carry on its business as conducted on the date hereof and (ii) is duly qualified to conduct its business and is in good standing in its jurisdiction of organization.
(b) CORE is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. CORE (i) has all necessary corporate power and authority to own its assets and to carry on its business as conducted on the date hereof and (ii) is duly qualified to conduct its business and is in good standing in its jurisdiction of organization.
Section 4.2   Authority and Enforceability.
(a) Each of Seller and CORE has all requisite company or corporate power, as applicable, and authority to execute, deliver and perform this Agreement and the Distribution Agreement and to consummate the transactions contemplated hereby and thereby.  The execution, delivery and performance by Seller and CORE, as applicable, of this Agreement and the Distribution Agreement and the consummation of the transactions contemplated hereby and thereby  have been duly authorized by all necessary action on the part of Seller and CORE, as applicable, and no further action is required on the part of Seller or CORE to authorize the execution, delivery and performance by Seller or CORE of this Agreement and the Distribution Agreement and the consummation of the transactions contemplated hereby and thereby. This Agreement and the Distribution Agreement have been duly executed and delivered by Seller and CORE, as applicable, and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of Seller and CORE, as applicable, enforceable against Seller and CORE, as applicable, in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.
Section 4.3   No Conflict; Consents and Approvals.
(a) The execution, delivery and performance by Seller and CORE, as applicable, of this Agreement and the consummation of the transactions contemplated hereby, do not and will not: (i) conflict with or violate the articles of incorporation, bylaws or other organizational documents of Seller or CORE; (ii) conflict with or violate in any material respect any Law applicable to Seller or CORE or the business of Seller or CORE or by which Seller or CORE or any of the assets of Seller or CORE are bound; (iii) result in any breach of, constitute a default (or an event that with notice or lapse of time or both would become a default) under, impair Seller’s rights or CORE’s rights or alter the rights or obligations of any third party under, except as set forth in the Company LLC Agreement result in or give to others any rights of termination, suspension, revocation, amendment, or cancellation of, or acceleration of the performance required by, any Contract to which Seller or CORE is a party or by which it is bound; or (iv) result in the creation of an Encumbrance on the Purchased Interests in favor of any third party (other than Buyer), except, in the case of the foregoing clauses (i) through (iv), to the extent the same would not, individually or in the aggregate, impair or delay, or reasonably be expected to impair or delay, Seller’s or CORE’s ability to consummate the transactions contemplated hereby.
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(b) Except as set forth in Section 4.3(b) of the Disclosure Schedule, no Consent from any Governmental Authority is required to be obtained or made by Seller or CORE in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby.
(c) Except as set forth in Section 4.3(c) of the Disclosure Schedule, neither Seller nor CORE are or will be required to make any filing with or give any notice, or obtain any Consent, pursuant to any material Contract to which Seller or CORE is a party or to which it is bound in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby, except to the extent that the failure to make such filing or to give such notice or to obtain such Consent would not, individually or in the aggregate, impair or delay, or reasonably be expected to impair or delay, Seller’s or CORE’s ability to consummate the transactions contemplated hereby.
Section 4.4   Purchased Interests. Except as set forth in the Company LLC Agreement, the Purchased Interests held by Seller are free and clear of all Encumbrances, other than restrictions on resale or transfer under applicable state and federal securities Laws. Except for the Company LLC Agreement, neither Seller nor CORE is a party to (a) any option, warrant, purchase right or other Contract or commitment (other than this Agreement) that could require Seller to sell, transfer or otherwise dispose of any of the Purchased Interests, or (b) any voting trust, proxy, or other Contract or understanding with respect to the Purchased Interests.
Section 4.5   Litigation.  No Claim is pending or, to the Knowledge of Seller, threatened, which seeks to delay or prevent the consummation of, or which would reasonably be expected to materially adversely affect Seller’s or CORE’s ability to consummate, the transactions contemplated by this Agreement.  None of Seller, CORE or any of their assets is subject to any Governmental Order, nor, to the Knowledge of Seller, are there any Governmental Orders threatened to be imposed by any Governmental Authority that would reasonably be expected to have a material adverse effect on the ability of Seller or CORE to perform their obligations under this Agreement and the consummation of the transactions contemplated hereby or thereby.
Section 4.6   Solvency.  After giving effect to the consummation of the transactions contemplated hereby and any related transaction, each of Seller and CORE (a) will be solvent (in that both the fair value of its assets will not be less than the sum of its debts and that the present fair saleable value of its assets will not be less than the amount required to pay its probable liability on its debts as they become absolute and matured), (b) will have adequate capital with which to engage in its business and (c) will not have incurred and will not plan to incur debts beyond its ability to pay as they become absolute and matured.  No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of Seller, CORE or the Company.
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Section 4.7   Brokers. Except as set forth in Section 4.7 of the Disclosure Schedule, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon any agreement, arrangement or understanding made by or on behalf of Seller or CORE.
Section 4.8   No Other Representations and Warranties. Except for the representations and warranties contained in Article III or this Article IV (including the related portions of the Disclosure Schedule), none of Seller, CORE, the Company or any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Seller, CORE, or the Company, including any representation or warranty as to the accuracy or completeness of any information regarding Seller or CORE furnished or made available to Buyer and its Representatives and any information, documents or material made available to Buyer in the Data Room, management presentations or in any other form in expectation of the transactions contemplated hereby or as to the future revenue, profitability or success of the Company, or the presence of a discovery of valuable minerals on any of the Real Property, or the existence, quantity, quality, developability, recoverability, or value of any minerals or mineral products that might be found on, in or under any of the Real Property or extracted therefrom, or any representation or warranty arising from statute or otherwise in law.  NONE OF SELLER, CORE, THE COMPANY OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, CONCERNING (I) ANY MATTER IN RESPECT OF TETLIN LAW OR (II)  IN RESPECT OF ANY OF THE NEWCO ASSETS OR ASSUMED LIABILITIES (AS DEFINED IN THE DISTRIBUTION AGREEMENT), AND ALL SUCH REPRESENTATIONS AND WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to Seller and CORE as follows:
Section 5.1   Organization. Buyer is a corporation organized, validly existing and in good standing under the Laws of the State of Delaware. Buyer (a) has all necessary corporate power and authority to own its assets and to carry on its business as conducted on the date hereof and (b) is duly qualified to conduct its business and is in good standing in each jurisdiction in which the assets owned or leased by it or the operation of its business makes such qualification necessary, except, in the case of this clause (b), to the extent that the failure to be so qualified or to be in good standing would not reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement and the consummation of the transactions contemplated hereby and thereby.
Section 5.2   Authority and Enforceability.  Buyer has all requisite corporate or other organizational power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or other organizational action on the part of Buyer and no further action is required by Buyer to authorize the execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Buyer and assuming the due authorization, execution and delivery by the other parties hereto, constitutes the valid and binding obligations of Buyer enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.
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Section 5.3   No Conflict; Governmental Consents and Approvals.
(a) The execution, delivery and performance by Buyer of this Agreement, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (i) conflict with or violate the articles of incorporation, bylaws or other organizational documents of Buyer; (ii) conflict with or violate in any material respect any Law applicable to Buyer or its business or by which such Buyer or any of its assets are bound; or (iii) result in any material breach of, constitute a material default (or an event that with notice or lapse of time or both would become a material default) under, materially impair Buyer’s rights or alter the rights or obligations of any third party under, result in or give to others any rights of termination, suspension, revocation, amendment, or cancellation of, or acceleration of the performance required by, any Contract to which Buyer is a party or by which it is bound, except, in the case of any of the foregoing, to the extent the same would not, individually or in the aggregate, impair or delay, or reasonably be expected to impair or delay, Buyer’s ability to consummate the transactions contemplated hereby.
(b) No Consent from any Governmental Authority is required to be obtained or made by Buyer in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and thereby.
Section 5.4   Litigation.  No Claim is pending or, to the knowledge of Buyer threatened, which seeks to delay or prevent the consummation of, or which would reasonably be expected to materially adversely affect Buyer’s ability to consummate, the transactions contemplated by this Agreement.  None of Buyer or any of its respective assets are subject to any Governmental Order, nor, to the knowledge of Buyer, are there any Governmental Orders threatened to be imposed by any Governmental Authority that would reasonably be expected to have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement and the consummation of the transactions contemplated hereby.
Section 5.5   CORE Shares. Subject to the closing of the Royal Transaction, Buyer has the sole right to be the beneficial and record owner of the CORE Shares, free and clear of all Encumbrances, other than restrictions on resale or transfer under applicable state and federal securities Laws. Buyer is not a party to (a) any option, warrant, purchase right or other Contract or commitment (other than this Agreement) that could require Buyer to sell, transfer or otherwise dispose of any of the CORE Shares, or (b) any voting trust, proxy, or other Contract or understanding with respect to the CORE Shares.
Section 5.6   Brokers.  No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon any agreement, arrangement or understanding, written or oral, made by or on behalf of Buyer, other than any such agreement or arrangement as would not result in any Liability to Seller or CORE.
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Section 5.7   Curative Title Work.  Buyer acknowledges that the Company has undertaken certain curative title work, as described in Section 5.7 of the Disclosure Schedule, and that such curative title work has been performed in full to Buyer’s satisfaction.
Section 5.8   Investment Intent.  Buyer acknowledges that the Purchased Interests have not been registered under the 1933 Act and that the Purchased Interests may not be resold absent such registration or unless an exemption therefrom is available.  Buyer is an “accredited investor” within the meaning of Rule 501(a) of Regulation D of the 1933 Act and is acquiring the Purchased Interests for its own account, for investment purposes only, and not with a view toward distribution thereof.
Section 5.9   Non-Reliance of Buyer. Buyer has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) and assets of the Company, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Company for such purpose.  Except for the specific representations and warranties expressly made by Seller and CORE regarding the Company in Article III and Seller and CORE in Article IV, Buyer acknowledges that (a) none of Seller, CORE or the Company, nor any of their respective Affiliates nor any other Person has made any representation or warranty, express or implied, as to the Company, Seller, CORE or any of their respective businesses, assets, liabilities, operations, prospects, conditions (financial or otherwise), including with respect to the effectiveness or success of the Company’s, Seller’s or CORE’s operations, exploration activities or future capital raising activities and (b) no officer, agent, representative or employee of the Company, Seller or CORE has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement. Buyer specifically disclaims that it is relying upon or has relied upon any representations or warranties that may have been made by any Person except specific representations and warranties expressly made by Seller and CORE regarding the Company in Article III and Seller and CORE in Article IV.
Section 5.10   Financial Ability. Buyer’s obligations hereunder are not subject to any conditions regarding its ability to obtain financing for the transactions evidenced by this Agreement.  Buyer has sufficient cash in immediately available funds with which to pay in full the consideration due under this Agreement, consummate the transactions contemplated by this Agreement and perform its obligations hereunder.
ARTICLE VI
ADDITIONAL AGREEMENTS
Section 6.1    Public Disclosure.  No public announcement or disclosure will be made by Buyer, on the one hand, or Seller or CORE, on the other hand, with respect to the subject matter of this Agreement or any of the Related Agreements without the prior written consent of the other Party (not to be unreasonably withheld, conditioned or delayed); provided, however, that the provisions of this Section 6.1 will not prohibit any disclosure to the extent required by any applicable Law or stock exchange rule (in which case the disclosing Party will provide the other Party with the opportunity to review in advance of the disclosure), or to the extent any disclosure is required to be made as a result of enforcement of any right or remedy relating to this Agreement, or any of the Related Agreements.
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Section 6.2   Commercially Reasonable Efforts.  Subject to the terms and conditions set forth herein, each of the Parties shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and the Related Agreements, including by executing or delivering any additional instruments reasonably necessary to consummate the transactions and to fully carry out the purposes of this Agreement.
Section 6.3   Regulatory Filings.  Each Party shall coordinate and cooperate with one another and use its commercially reasonable efforts to comply with, and refrain from taking any action that would impede compliance with, all Laws applicable to the transactions contemplated hereby and to seek all approvals of any Governmental Authority that are necessary for such Party, or as applicable the Parties, to consummate the transactions contemplated hereby.
Section 6.4   Tax Matters.
(a) Royal Gold shall prepare and timely file or cause to be prepared and timely filed with the appropriate authorities all Tax Returns required to be filed by the Company on or before the Closing Date. All such Tax Returns shall be prepared on a basis consistent with the past practice of the Company (except as otherwise required by applicable Law).
(b) Buyer shall prepare and timely file or cause to be prepared and timely filed with the appropriate authorities all Tax Returns required to be filed by the Company for all Pre-Closing Tax Periods due after the Closing Date.  All such Tax Returns shall be prepared on a basis consistent with the past practice of the Company (except as otherwise required by applicable Law) and in a manner that does not distort as between taxable periods beginning on or before the Closing Date and taxable periods beginning after the Closing Date or, as to taxable periods beginning before and ending after the Closing Date, between the periods before and after the Closing Date (e.g., by deferring deductions or accelerating income).
(c) Seller shall have the obligation to pay any Seller Taxes shown as due and payable by the Company on Tax Returns filed pursuant to Section 6.4(b) with respect to a Pre-Closing Tax Period.  Seller shall pay to the Company any such Taxes due from the Company (such payment to be made no later than three Business Days before the Company is required to file the applicable Tax Return with the applicable Governmental Authority, taking into account any extensions timely filed by the Company).
(d) For purposes of determining the amount of Taxes that are payable for a Straddle Period, the portion of such Taxes that relates to the portion of the Straddle Period treated as a Pre-Closing Tax Period shall (i) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of the Company, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of days in the portion of the period ending on and including the Closing Date and the denominator of which is the number of days in the entire Straddle Period and (ii) in the case of all other Taxes, be deemed equal to the amount of Taxes that would be payable if the relevant Straddle Period ended on and included the Closing Date (at the end of the day on the Closing Date), provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period.  For the avoidance of doubt, the share of the Company's income, gain, deduction and loss allocable to Seller for the portion of the Straddle Period ending on and including the Closing Date shall be determined using the interim closing of the books method under Section 706 of the Code.
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(e) All transfer, documentary, filing, recording, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) imposed upon the sale by Seller to Buyer of the Purchased Interests pursuant to this Agreement (the “Transfer Taxes”) shall be borne by equally (50%/50%) by Seller and Buyer.  Seller, CORE and Buyer shall cooperate in timely making all filings, returns, reports and forms as necessary or appropriate to comply with the provisions of all applicable Tax Laws in connection with the payment of such Transfer Taxes.  Buyer, Seller and CORE shall cooperate to file, or cause to be filed, all necessary Tax Returns and other documentation with respect to all Transfer Taxes and shall cooperate in good faith to minimize, to the fullest extent possible, the amount of any such Transfer Taxes.
(f) The Company has in effect (or if not now in effect, will make) an election under Section 754 of the Code for the taxable year that includes the Closing Date.
(g) Buyer shall promptly pay over to Seller any refund or credit that Buyer, the Company or any Affiliate of Buyer or the Company receive after the Closing Date with respect to Seller Taxes.
(h) To the extent any approvals of Seller are required under the Company LLC Agreement to implement the provisions of this Section 6.4, after reasonable written notice to Seller as to such approvals and a reasonable time for Seller to review the approval sought, Seller shall grant such approvals.
Section 6.5   Post-Closing Actions.  On the day immediately following the Closing, Buyer and Seller agree to execute the Amended and Restated Limited Liability Company Agreement in the form attached hereto as Exhibit B.
ARTICLE VII
SURVIVAL; INDEMNIFICATION
Section 7.1   Survival of Representations and Warranties.  All representations and warranties of Seller, CORE and Buyer contained in this Agreement shall survive the Closing and continue in full force and effect (a) in perpetuity, in the case of the Seller Fundamental Representations and Buyer’s representations in Section 5.1 (Organization), Section 5.2 (Authority and Enforceability), Section 5.5 (CORE Shares), Section 5.6 (Brokers) and Section 5.8 (Investment Intent), (b) until the date that is 90 days following the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation, tolling or extension thereof), in the case of the representations and warranties in Section 3.18 (Taxes), (c) until the date that is three years after the Closing Date, in the case of the representations and warranties in Section 3.16 (Environmental Matters) and Section 3.17 (Employee Matters), and (d) until the date that is twelve (12) months after the Closing Date, in the case of all other representations and warranties, after which time such representations and warranties shall terminate (the last day of the applicable period of survival referred to in the immediately preceding sentence is referred to as the “Survival Date”).  Any Claims under this Agreement with respect to a breach of a representation and warranty must be asserted by written notice within the applicable survival period contemplated by this Section 7.1, and if such a notice is given, the survival period (including the Survival Date) for such representation and warranty with respect to the Claim asserted shall continue until the Claim is fully resolved.  All agreements, covenants and obligations contained in this Agreement shall survive in perpetuity unless satisfied earlier in accordance with their terms, and any Claims under this Agreement with respect to a breach of such agreements, covenants and obligations must be asserted by written notice within such periods.  The Parties agree that the survival period and the other limitations for the time period to bring a claim set forth in this Section 7.1 shall serve to shorten any statutes of limitation that would otherwise be applicable.
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Section 7.2   Indemnification by Seller and CORE.
(a) Following the Closing, and subject to the limitations set forth in this Article VII, Seller and CORE, jointly and severally, shall indemnify, defend and hold harmless each Buyer Indemnified Party against all Losses incurred or suffered by such Buyer Indemnified Party arising out of or resulting from:
(i) any breach of or inaccuracy in any representation or warranty of Seller or CORE set forth in Article III or Article IV of this Agreement or in the certificate delivered pursuant to Section 2.4(c);
(ii) any failure by Seller or CORE to perform or comply with any covenant contained in this Agreement; or
(iii) any Seller Taxes.
(b) The Buyer Indemnified Parties shall not be entitled to recover any Losses from Seller or CORE pursuant to Section 7.2(a)(i) until the total of all Losses under Section 7.2(a)(i) incurred by Buyer Indemnified Parties exceeds US$204,500 (the “Deductible”) in the aggregate, at which point Buyer Indemnified Parties shall only be required to pay or be liable for Losses in excess of the Deductible.
(c) With respect to any claim as to which the Buyer Indemnified Parties may be entitled to indemnification under Section 7.2(a)(i), neither Seller nor CORE shall be liable for any individual Loss, or series of related Losses, which do not exceed US$15,000 (which Loss or Losses shall not be counted toward the Deductible).
(d) The Buyer Indemnified Parties shall be indemnified pursuant to Section 7.2(a)(i) with respect to all Losses to an aggregate maximum amount of US$4,090,000.
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(e) With respect to any Losses for which the Buyer Indemnified Parties are entitled to indemnification pursuant to Section 7.2(a)(i), as a result of any breach of representation or warranty under Article III or the certificate contemplated in Section 2.4(c) with respect to such representations or warranties, Seller and CORE shall only be liable for their Proportionate Share of the Losses, after applying the provisions of Section 7.4.  Neither Seller nor CORE shall be liable for any Losses for which the Buyer Indemnified Parties are entitled to indemnification under Section 7.2(a)(ii) as a result of a breach of (x) Section 6.4 (Tax Matters) or (y) any other covenant contained in this Agreement, in each case, which breach arises from a failure of Seller to provide any consent required under the Company LLC Agreement.
(f) Notwithstanding anything to the contrary contained herein, the limitations described in Section 7.2(b), Section 7.2(c), and Section 7.2(d) shall not apply with respect to any Losses arising from (i) any breach of or inaccuracy in any Seller Fundamental Representation or (ii) fraud; provided, however, that the Buyer Indemnified Parties shall not be indemnified for any Losses arising from any breach of or inaccuracy in any Seller Fundamental Representation with respect to any Loss if the aggregate amount of all Losses for which the Buyer Indemnified Parties have received indemnification exceeds US$40,900,000.
(g) For the avoidance of doubt, Seller shall have no indemnification obligations with respect to any Assumed Liabilities under (and as defined in) the Distribution Agreement.
Section 7.3   Indemnification by Buyer.
(a) Following the Closing, and subject to the limitations set forth in this Article VII, Buyer shall indemnify, defend and hold harmless each Seller Indemnified Party against all Losses incurred or suffered by such Seller Indemnified Party arising out of or resulting from:
(i) any breach of or inaccuracy in any representation or warranty of Buyer set forth in Article V or in the certificate delivered pursuant to Section 2.5(d); and
(ii) any failure by Buyer to perform or comply with any covenant contained in this Agreement.
Notwithstanding the foregoing, Seller Indemnified Parties shall not be indemnified for any Losses arising from Buyer’s failure to deliver the CORE Shares pursuant to Section 2.2 with respect to any Losses in excess of US$12,146,160.
Section 7.4   Determination of Indemnification Amounts.
(a) Except in the case of fraud, no Indemnitee shall be entitled to recover any Losses that constitute punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or any damages based on any type of multiple.
(b) The amount of Losses that any Indemnitee may recover pursuant to Section 7.2 or Section 7.3, respectively, shall be reduced, on a dollar-for-dollar basis, by any amounts actually received in cash by the Indemnitee in respect of the Losses forming the basis of such claim for recovery (y) from a third party pursuant to any indemnification from such third party, or (z) under any insurance policy (net of any costs, expenses, premiums or Taxes incurred in connection therewith (including but not limited to any future increase in insurance premiums or retroactive premiums which are directly attributable to the Loss)).
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(c) In determining whether there has been a breach of or inaccuracy in any representation or warranty, and in calculating the amount of any Loss with respect to any such breach or inaccuracy, all qualifications in such representation or warranty referencing the terms “material,” “materiality,” “material adverse effect”, “Seller Material Adverse Effect” or other terms of similar import or effect shall be disregarded; except that the foregoing shall not apply (i) where any such provision requires disclosure of lists of items of a material nature or above a specified threshold, (ii) to the term “Seller Material Adverse Effect” in Section 3.8, or (iii) to the defined term “Material Contract.”
(d) Each Indemnitee shall take, and cause its Affiliates to take, commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto.
Section 7.5   Indemnification Procedures.
(a) As soon as reasonably practicable after a Seller Indemnified Party or a Buyer Indemnified Party (each, as applicable, an “Indemnitee”) becomes aware of any Claim that it has under this Article VII that could reasonably be expected to result in an indemnifiable Loss (an “Indemnification Claim”), and in any event within 30 days of any third-party Indemnification Claim being presented in writing to the Indemnitee by the Person making such Indemnification Claim, the Indemnitee shall give written notice thereof (a “Claims Notice”) to Seller and CORE or Buyer, as applicable (such party or parties responsible for the indemnification, the “Indemnitor”).  A Claims Notice must describe the Indemnification Claim in reasonable detail, and indicate the amount (estimated in good faith, as necessary and to the extent feasible) of the Loss that has been or may be suffered by the applicable Indemnitee.  Notwithstanding the foregoing, no delay in or failure to give a Claims Notice pursuant to this Section 7.5 will adversely affect any of the other rights or remedies that the Indemnitee has under this Agreement, or alter or relieve an Indemnitor of its obligation to indemnify the applicable Indemnitee, except (i) to the extent that the Claims Notice is delivered to the Indemnitor after the Survival Date; or (ii) to the extent that such delay or failure results in the forfeiture by the Indemnitor of rights or defenses otherwise available to the Indemnitor with respect to such Indemnification Claim or otherwise materially adversely prejudices the Indemnitor.  The Indemnitor shall respond to the Indemnitee (a “Claim Response”) within 30 days (the “Response Period”) after the date that the Claims Notice is received by the Indemnitor. Any Claim Response must specify whether the Indemnitor disputes the Indemnification Claim described in the Claims Notice.  If the Indemnitor fails to deliver a Claim Response within the Response Period, the Indemnitor will be deemed not to dispute the Indemnification Claim described in the related Claims Notice.  If the Indemnitor elects not to dispute an Indemnification Claim described in a Claims Notice, whether by failing to give a timely Claim Response or otherwise, then the amount of Losses alleged in such Claims Notice will be conclusively deemed to be an obligation of the relevant Indemnitor to the maximum extent permitted by this Article VII, and the Indemnitee shall be entitled to recover the amount of such Losses to the maximum extent permitted by this Article VII.  If the Indemnitor delivers a Claim Response within the Response Period indicating that the Indemnitor disputes one or more of the matters identified in the Claims Notice, Buyer, Seller and CORE shall promptly meet and negotiate in good faith to settle the dispute.  Buyer, Seller and CORE shall cooperate with and make available to the other party and its respective Representatives all information, records and data, and shall permit reasonable access to its facilities and personnel, as may be reasonably required in connection with the resolution of such disputes, except to the extent such disclosure is reasonably likely to, in the disclosing party’s good faith determination, materially compromise the assertion of any attorney-client privilege.  If Buyer, Seller and CORE are unable to reach agreement within 30 days after the conclusion of the Response Period, then either Buyer or Seller and CORE may resort to other legal remedies subject to the limitations set forth in this Article VII.
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(b) In the event of any Claim by a third party against an Indemnitee for which indemnification is available hereunder (a “Third Party Claim”), the Indemnitor has the right to assume and conduct the defense of such Third Party Claim (at the Indemnitor’s sole expenses) with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, which right shall be exercisable by indicating the assumption and conduct of the defense of such Third Party Claim in writing in the Claim Response; provided that (i) if the named parties to such Third Party Claim include both the Indemnitor and the Indemnitee and the Indemnitee has been advised by counsel that there could be a conflict of interest in the case of joint representation or that there may be a legal defense available to the Indemnitee that is different from those available to the Indemnitor, or (ii) for the period during which the Indemnitor has not assumed the conduct and control of such Third Party Claim in accordance with this Section 7.5(b), the Indemnitee shall be entitled to separate counsel of the Indemnitee’s own choosing whose fees and expenses shall be borne by the Indemnitor; provided further that the Indemnitor shall not be permitted to assume defense of any Third Party Claim against an Indemnitee for which indemnification is available hereunder (without the written consent of the Indemnitee) if (A) the third party claimant is seeking injunctive or equitable or similar relief that, if obtained, could be materially adverse to the Indemnitee, (B) the Claim (1) relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation, (2) involves any customers or suppliers of the Indemnitee or its Affiliates, or (3) involves a matter beyond the scope or limits of the indemnification obligation of the Indemnitor, or (C) the Indemnitor shall not have assumed the defense against the Claim in a timely fashion (but in any event within 30 days of notice of such Claim).  If the Indemnitor has timely assumed such defense as provided in this Section 7.5(b), the Indemnitee may still participate in, but not control, the defense of such Third Party Claim, but the Indemnitor will not be liable for any legal expenses subsequently incurred by any Indemnitee in connection with the defense of such Third Party Claim so long as the Indemnitor actively, diligently and in good faith defends such Third Party Claim.  If the Indemnitor does not assume the defense of any Third Party Claim in accordance with this Section 7.5(b), the Indemnitee shall continue to defend such Third Party Claim at the sole cost of the Indemnitor (subject to the limitations set forth in this Article VII) and the Indemnitor may still participate in, but not control, the defense of such Third Party Claim at the Indemnitor’s sole cost and expense.  Except with the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed), no Indemnitor, in the defense of any such Third Party Claim, will consent to the entry of any judgment or enter into any settlement thereof; provided that the Indemnitee may withhold any such consent in its sole and absolute discretion with respect to any settlement or judgment (x) if it provides for injunctive or other nonmonetary relief affecting the Indemnitee, (y) unless it includes as an unconditional term thereof the giving by each claimant or plaintiff to the Indemnitee and its Affiliates of a release from all liability with respect to such Third Party Claim or litigation, or (z) if it involves a finding or admission of any violation of Law or the rights of any Person or has an effect on any other Third Party Claims that may be made against the Indemnitee. In any such Third Party Claim, the party responsible for the defense of such Third Party Claim (the “Responsible Party”) shall, to the extent reasonably requested by the other party, keep such other party informed as to the status of such Third Party Claim, including all settlement negotiations and offers.  Each Indemnitee shall use commercially reasonable efforts to make available to the Indemnitor and its Representatives, all books, records and personnel of the Indemnitee relating to such Third Party Claim and shall reasonably cooperate with the Indemnitor in the defense of the Third Party Claim.
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Section 7.6   Treatment of Indemnification Payments. All indemnification payments made hereunder shall be treated, to the extent permitted by Law, by all parties as an adjustment of the consideration hereunder.
Section 7.7   Prior Knowledge of Breach. The representations, warranties, covenants and agreements of Seller and CORE, and the Buyer Indemnified Parties’ right to indemnification with respect thereto, shall not be waived, limited or otherwise affected by reason of (a) any investigation made by or on behalf of Buyer (including by any of its Representatives) or (b) the fact that Buyer or any of its Representatives had knowledge (whether actual or constructive) that any such representation or warranty is, was or might be inaccurate or that any such covenant or agreement was or might be breached or not fulfilled (regardless of whether such knowledge was obtained before or after the execution and delivery of this Agreement).
Section 7.8   Exclusive Remedies. Subject to Section 8.7, the Parties acknowledge and agree that their sole and exclusive remedy following the Closing with respect to any and all claims for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article VII.  In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article VII. Nothing in this Section 7.8 shall limit any Person’s rights (i) under applicable Law in connection with fraud by the other Party, or (ii) to seek and obtain any equitable relief to which any Person shall be entitled to seek pursuant to Section 8.7.
Section 7.9   Fraud. Buyer hereby acknowledges that Royal Alaska has had overall management responsibility for operations of the Company since January 8, 2015. The representations and warranties regarding the Company set forth in Article III are consistent with the representations and warranties regarding the Company set forth in the Royal Purchase Agreement, and Seller and CORE have made the representations and warranties set forth in Article III without independently verifying the accuracy thereof.  Buyer hereby agrees that it will not argue, in connection with any cause of action for fraud against Seller or CORE arising in connection with this transaction, that the fact that Seller and CORE did not independently verify the representations and warranties in Article III is evidence of their reckless indifference to the truth thereof.   Nothing in this Section 7.9 shall be construed to (a) qualify or otherwise limit any of the representations and warranties set forth in Article III, (b) limit the rights of any Buyer Indemnified Party to be indemnified by Seller and CORE to the fullest extent set forth in this Article VII in the event of a breach of a representation and warranty in Article III, or (c) limit any right that Buyer may have under Delaware law to assert that Seller or CORE committed fraud due to their actual knowledge of the falsity of any representation and warranty set forth in Article III.
37
ARTICLE VIII
MISCELLANEOUS
Section 8.1  Notices.  All notices, requests, claims, demands and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally, by electronic mail or by nationally recognized overnight courier prepaid, to the Parties at the following respective addresses:
(a) if to Buyer, to:
   
  Kinross Gold U.S.A., Inc.
  5075 S. Syracuse Street, 8th Floor
  Denver, Colorado 80237
  Email:
  Attention: General Counsel
   
  with a copy to (which shall not constitute notice):
   
  Davis Graham & Stubbs LLP
  1550 17th Street, Suite 500
  Denver, Colorado 80202
  Email:
  Attention: Scott Hardt and Brian Boonstra
   
(b) if to Seller or CORE, to:
   
  Contango ORE, Inc.
  3700 Buffalo Speedway, Suite 925
  Houston, Texas 77098
  Email:
  Attention: Rick Van Nieuwenhuyse
   
  with a copy to (which shall not constitute notice):
   
  Thompson & Knight LLP
  811 Main Street, Suite 2500
  Houston, Texas 77002
 
Email:          
                     
 
Attention:    Timothy T. Samson
                      Stephen W. Grant, Jr.


 
38

All such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section 8.1, be deemed given upon delivery, (ii) if delivered by electronic mail to the electronic mail address as provided for in this Section 8.1, be deemed given upon successful completion of transmission, and (iii) if delivered by overnight courier to the address as provided in this Section 8.1, be deemed given on the earlier of the first Business Day following the date deposited with such overnight courier with the requisite payment and instructions to effect delivery on the next Business Day or upon receipt (in each case regardless of whether such notice, request or other communication is received by any other Person to whom a copy of such notice is to be delivered pursuant to this Section 8.1).  Any Party from time to time may change its address, electronic mail address or other information for the purpose of notices to that Party by giving notice specifying such change to the other Parties.
Section 8.2   Expenses.  Except as provided in Section 6.4(e), all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses, whether or not the Closing shall have occurred.
Section 8.3   Severability.  If any term or other provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
Section 8.4   Entire Agreement.  This Agreement, together with the Disclosure Schedule, and the other documents referred to herein which are to be made or delivered under this Agreement, constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior agreements, covenants, representations, warranties, undertakings and understandings, written or oral, among the Parties with respect to the subject matter hereof; provided, however, that the Confidentiality Agreement shall continue to have force and effect in accordance with its terms.
Section 8.5   Assignment.  Neither this Agreement nor any of the rights or obligations hereunder may be transferred, assigned, pledged or hypothecated by any Party, by operation of law or otherwise, without the express written consent of each other Party (which consent may be granted or withheld in the sole discretion of each such Party), provided that Buyer may assign all or part of its rights under this Agreement to one or more Affiliates of Buyer without any such consent (it being understood that such assignment shall not release Buyer of any of its obligations hereunder).  Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective permitted successors and assigns.
39
Section 8.6   No Third Party Beneficiaries.  Nothing herein, whether express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, except as set forth in Article VII with respect to the Seller Indemnified Parties and the Buyer Indemnified Parties.
Section 8.7   Specific Performance.  The Parties agree that irreparable damage may occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to seek specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.
Section 8.8   Governing Law.  This Agreement shall be governed by, and construed and enforced in accordance with, the Laws of the State of Delaware without regard to conflicts of law principles that would apply the Laws of a jurisdiction other than Delaware.
Section 8.9   Jurisdiction.  If any dispute arises under this Agreement, the Parties shall first endeavor to resolve such dispute amicably.  If the Parties are unable to resolve such dispute in such manner, then any judicial proceeding brought against any of the Parties to this Agreement in connection with any dispute arising out of this Agreement or the transactions contemplated hereby (each, a “Proceeding”) shall be brought in the federal or state courts located in Denver, Colorado and, by execution and delivery of this Agreement, each of the Parties accepts the exclusive jurisdiction of such courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement.  The foregoing consent to jurisdiction shall not constitute general consents to service of process in the State of Colorado for any purpose except as provided above and shall not be deemed to confer rights on any Person other than the Parties.  Each Party agrees that service of any process, summons, notice or document pursuant to Section 8.1 shall be effective service of process for any action, suit or proceeding in the State of Colorado with respect to any Proceeding.
Section 8.10   WAIVER OF JURY TRIAL.  EACH OF THE PARTIES WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE.  EACH OF THE PARTIES HEREBY AGREES THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
Section 8.11   No Presumption Against Drafting Party.  Each of the Parties acknowledges that each Party has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement.  Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.
40
Section 8.12   Counterparts.  This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.  Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic (“pdf”) format shall be effective as delivery of a manually executed counterpart of this Agreement.
Section 8.13   Amendments and Waivers. This Agreement may not be amended or modified except by a written instrument signed by each of the Parties. Any provision of this Agreement may be waived by a written instrument signed by the Party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The waiver by any Party of a breach of any provision of this Agreement or its failure to insist on strict compliance with such provision shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure of compliance.

(Remainder of Page Intentionally Left Blank)

41
The Parties have caused this Agreement to be executed as of the date first written above.

 
SELLER:
     
  CORE ALASKA, LLC 
     
     
  By: /s/ Rick Van Nieuwenhuyse 
  Name:
Rick Van Nieuwenhuyse
  Title: President and Chief Executive Officer
     
 
CORE:
     
  CONTANGO ORE, INC. 
     
     
  By: /s/ Rick Van Nieuwenhuyse 
  Name: 
Rick Van Nieuwenhuyse
  Title: 
President and Chief Executive Officer
     
 
BUYER:
     
  SKIP SUB, INC. 
     
     
  By: /s/ Martin D. Litt 
  Name: Martin D. Litt
  Title:
President, Secretary and General Counsel
     
     









[Signature Page to Purchase Agreement]
Exhibit 10.1


SEPARATION AND DISTRIBUTION AGREEMENT
BY AND AMONG
PEAK GOLD, LLC,
CONTANGO MINERALS ALASKA, LLC,
CONTANGO ORE, INC.,
CORE ALASKA, LLC,
ROYAL GOLD, INC.
AND
ROYAL ALASKA, LLC
DATED AS OF SEPTEMBER 29, 2020
TABLE OF CONTENTS

ARTICLE I DEFINITIONS
2
 

 
ARTICLE II THE SEPARATION  10
2.1
Transfer of Assets and Assumption of Liabilities
 10
2.2
Retained Assets; Transferred Assets
 11
2.3
Retained Liabilities; Assumed Liabilities
 12
2.4
Termination of Agreements
 12
2.5
Treatment of Shared Contracts
 13
2.6
Disclaimer of Representations and Warranties
 14
2.7
Company Name and Company Marks
 14
2.8
The Distribution  15
 
 
 
ARTICLE III MUTUAL RELEASES; INDEMNIFICATION
 15
3.1
Release of Pre-Distribution Claims  15
3.2
Indemnification by CORE Minerals
 17
3.3
Indemnification by the Company
 18
3.4
Indemnification Obligations Net of Insurance Proceeds and Other Amounts
 18
3.5
Procedures for Indemnification of Third-Party Claims
 19
3.6
Additional Matters
 21
3.7
Right of Contribution
 22
3.8
Covenant Not to Sue
 17
3.9
Survival of Indemnities
 23
 

 23
ARTICLE IV CERTAIN OTHER MATTERS     
4.1
Late Payments
 23

i

ARTICLE V EXCHANGE OF INFORMATION; CONFIDENTIALITY
23
5.1
Agreement for Exchange of Information
23
5.2
Ownership of Information
 25
5.3
Compensation for Providing Information
 25
5.4
Record Retention
 25
5.5
Limitations of Liability
 25
5.6
Other Agreements Providing for Exchange of Information.
 25
5.7
Production of Witnesses; Records; Cooperation
 26
5.8
Privileged Matters 27
5.9
Confidentiality
29
5.10 Protective Arrangements   30
 
 
 
ARTICLE VI FURTHER ASSURANCES AND ADDITIONAL COVENANTS
 30
6.1
Further Assurances  30
6.2
Tax Matters
 31
6.3
Post-Effective Time Conduct
 32
6.4
Successors
 32
6.5
Tag-Along Right; Drag Right
 32
 

ARTICLE VII RESERVED   
 33
   
ARTICLE VIII MISCELLANEOUS    33
8.1
Counterparts; Entire Agreement; Authorization
33
8.2  Governing Law   33
8.3  Submission to Jurisdiction   33
8.4  Waiver of Jury Trial   34
8.5  Assignability   34
8.6  Third-Party Beneficiaries   35
8.7
Notices   35

ii
8.8
Severability
36
8.9
No Set-Off
 36
8.10
Publicity
 36
8.11
Expenses
 37
8.12
Survival of Covenants
 37
8.13
Waivers of Default
 37
8.14
Specific Performance
 37
8.15
Amendments 37
8.16
Interpretation
37
8.17 Performance  38
8.18
Mutual Drafting
38
     
     
Schedule I
Exploration Properties
 
Schedule II Optioned State Claims
 
Schedule III Transferred Contracts
 

 

iii

SEPARATION AND DISTRIBUTION AGREEMENT
 
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of September 29, 2020 (this “Agreement”), is by and among Peak Gold, LLC, a Delaware limited liability company (the “Company”), Contango Minerals Alaska, LLC, an Alaska limited liability company and a wholly-owned Subsidiary of the Company (“CORE Minerals”), Contango ORE, Inc., a Delaware corporation (“CORE”), CORE Alaska, LLC, a Delaware limited liability company and wholly-owned Subsidiary of CORE (“CORE Alaska”), Royal Gold, Inc., a Delaware corporation (“Royal Gold”), and Royal Alaska, LLC, a Delaware limited liability company and wholly-owned Subsidiary of Royal Gold (“Royal Alaska”); the Company, CORE Minerals, CORE, CORE Alaska, Royal Gold and Royal Alaska are each a “Party”, and collectively, the “Parties”, to this Agreement. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
 
R E C I T A L S
 
WHEREAS, CORE Alaska and Royal Alaska respectively own 60% and 40% of the limited liability company interests in the Company;
 
WHEREAS, the Company owns certain properties in the State of Alaska;
 
WHEREAS, CORE Minerals is currently a wholly owned Subsidiary of the Company;
 
WHEREAS, in connection with and prior to the consummation of the Acquisitions (as defined below), the Parties desire to undertake the following actions and distributions: (a) the State of Alaska mining claims shown on Schedule I (the “Exploration Properties”) and certain other assets specified herein will be contributed by the Company to CORE Minerals, subject to the Option Agreement and the CORE Minerals Royalty; (b) the Company and Royal Gold will amend and restate the Existing Royalty Agreement pursuant to (i) the Amended and Restated Royalty Agreement, pursuant to which the Company will grant to Royal Gold the New Silver Royalty and ratify certain existing royalty obligations, and (ii) the CORE Minerals Royalty Agreement, pursuant to which CORE Minerals will grant to Royal Gold the CORE Minerals Royalty and ratify certain existing royalty obligations; and (c) the Company will distribute to CORE Alaska 100% of the membership interests in CORE Minerals, with CORE Alaska in turn distributing such membership interests to CORE, such that CORE Minerals will become a wholly-owned Subsidiary of CORE (clauses (b) and (c), the “Distribution”);
 
WHEREAS, each of the Parties desire to take such steps necessary to separate the Exploration Properties from all other properties (the “Retained Properties”) of the Company (the “Separation”), such that the Exploration Properties will be held and operated exclusively by CORE Minerals and the Retained Properties will be held and operated exclusively by the Company;
 
WHEREAS, each of the Parties has determined that it is appropriate and desirable to set forth the principal transactions required to effect the Separation and the Distribution and certain other agreements that will govern certain matters relating to the Separation and the Distribution and the relationship among the parties and the members of their respective Groups following the Separation and the Distribution;
1
WHEREAS, CORE and CORE Alaska are entering into a Purchase Agreement dated as of the date hereof, by and among CORE, CORE Alaska, Skip Sub, Inc., a Delaware corporation (“Skip”), (such agreement as it may be amended from time to time, the “CORE Purchase Agreement”), pursuant to which Skip will acquire 30% of the limited liability company interests in the Company owned by CORE Alaska (the “CORE Acquisition”); and
 
WHEREAS, Royal Gold is entering into a Purchase Agreement dated as of the date hereof, by and between Royal Gold and Skip (such agreement as it may be amended from time to time, the “Royal Purchase Agreement”), pursuant to which Skip will acquire 100% of the limited liability company interests in Royal Alaska, which owns 40% of the limited liability company interests of the Company (the “Royal Gold Acquisition”, and, together with the CORE Acquisition, the “Acquisitions”).
 
NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:
 
ARTICLE I
DEFINITIONS
 
For the purpose of this Agreement, the following terms shall have the following meanings:
 
“Acquisitions” shall have the meaning set forth in the Recitals.
 
“Action” shall mean any action, claim, suit, arbitration, inquiry, investigation or other proceeding.
 
“Affiliate” of any Person shall mean any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.  It is expressly agreed that, after the Effective Time, for purposes of this Agreement, (a) no member of the CORE Group shall be deemed to be an Affiliate of any member of the Company Group and (b) no member of the Company Group shall be deemed to be an Affiliate of any member of the CORE Group.
 
“Agreement” shall have the meaning set forth in the Preamble.
 
“Amended and Restated Royalty Agreement” shall mean that Omnibus Second Amendment and Restatement of Royalty Deeds and Grant of Deed of Additional Royalty, between the Company and Royal Gold, dated as of the date hereof.
 
“Approvals or Notifications” shall mean any consents, waivers, approvals, permits or authorizations to be obtained from, notices, registrations or reports to be submitted to, or other filings to be made with, any third Person, including any Governmental Entity.
 
2
            “Asset Taxes” shall mean all ad valorem, property, excise, severance, production, sales, use and similar Taxes based upon the acquisition, operation or ownership of the Exploration Properties or the receipt of proceeds therefrom, but excluding, for the avoidance of doubt, income Taxes and Transfer Taxes. For purposes of determining the allocations described in Section 2.3(b)(ii), (i) Asset Taxes that are attributable to the severance or production resources from the Exploration Properties shall be allocated to the period in which the severance or production giving rise to such Asset Taxes occurred and (ii) Asset Taxes that are based upon or related to sales or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (i)), shall be allocated to the period in which the transaction giving rise to such Asset Taxes occurred.
 
“Assets” shall mean, with respect to any Person, (i) the assets, properties, claims and rights (including goodwill) of such Person, wherever located (including in the possession of vendors or other third Persons or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of such Person, including rights and benefits pursuant to any contract, license, permit, indenture, note, bond, mortgage, agreement, concession, franchise, instrument, undertaking, commitment, understanding or other arrangement; and (ii) the Contracts, Equipment, Information, Insurance Proceeds, Intellectual Property, Permits, Real Property, Real Property Leases, Registrable IP, Software, Tangible Information and Technology of such Person.
 
“Assumed Liabilities” shall have the meaning set forth in Section 2.3(b).
 
“Code” shall mean the Internal Revenue Code of 1986, as amended.
 
“Company” shall have the meaning set forth in the Preamble.
 
“Company Group” shall mean the Company and each Person that is a Subsidiary of the Company, including, prior to the Distribution, CORE Minerals.
 
“Company Indemnitees” shall have the meaning set forth in Section 3.2.
 
“Company LLC Agreement” shall mean that Limited Liability Company Agreement between CORE Alaska and Royal Alaska dated January 8, 2015, as amended by (a) that Amendment No. 1 to Limited Liability Company Agreement dated as of November 10, 2017, and (b) that Amendment No. 2 to Limited Liability Company Agreement dated as of January 18, 2019.
 
“Company Marks” shall mean all logos, names, domains and URLs associated with the Company Name.
 
“Company Name” shall mean Peak Gold, LLC.
 
“Contract” shall mean any agreement, mortgage, deed, lease, license, contract, undertaking instrument or other legally binding understanding or arrangement, whether written or oral and whether express or implied.
 
“Control” (including the terms “Controlled” and “under common Control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
 
3
 
“CORE Acquisition” shall have the meaning set forth in the Recitals.
 
“CORE Group” shall mean CORE, CORE Alaska and, following the Distribution, CORE Minerals.
 
“CORE Indemnitees” shall have the meaning set forth in Section 3.3.
 
“CORE Minerals” shall have the meaning set forth in the Recitals.
 
“CORE Minerals Royalty” shall mean the additional 1% net smelter returns royalty granted pursuant to the CORE Minerals Royalty Agreement to increase the royalty payable to Royal Gold to 3% on all properties subject to the CORE Minerals Royalty Agreement.
 
“CORE Minerals Royalty Agreement” means the Omnibus Second Amendment and Restatement of Royalty Deeds between the Company and CORE Minerals and Grant of Deed of Additional Royalty, between CORE Minerals and Royal Gold, substantially in the form of Exhibit C.
 
“CORE Purchase Agreement” shall have the meaning set forth in the Recitals.
 
“Distribution” shall have the meaning set forth in the Recitals.
 
“Effective Time” shall mean the time at which the Distribution occurs, which shall be immediately prior to the consummation of the CORE Acquisition and the Royal Gold Acquisition.
 
“Environmental Law” shall mean any Law relating to (i) the protection, preservation or restoration of the environment (including air, surface water, groundwater, drinking water supply, surface and subsurface soils and strata, wetlands, plant and animal life or any other natural resource), or (ii) the exposure to, use, recycling, handling, transportation, treatment, storage, disposal or Release of Hazardous Substances.
 
“Environmental Liabilities” shall mean all Liabilities relating to, arising out of or resulting from any Hazardous Substances, Environmental Law or Contract relating to environmental, health or safety matters (including all removal, remediation or cleanup costs, investigatory costs, response costs, natural resources damages, property damages, personal injury damages, costs of compliance with any product take back requirements or with any settlement, judgment or other determination of Liability and indemnity, contribution or similar obligations) and all costs and expenses, interest, fines, penalties or other monetary sanctions in connection therewith.
 
“Equipment” shall mean all apparatus, materials, computers and other electronic data processing and communications equipment, furniture, automobiles, trucks, tractors, trailers, motor vehicles, tools and other tangible personal property and fixtures.
 
“Exchange Act” shall mean the U.S.  Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.
 
4
“Existing Royalty Agreement” shall mean that certain Omnibus Amendment and Restatement of Royalty Deeds and Grant and Deed of Additional Royalty dated as of November 10, 2017, and recorded on December 20, 2017 as Instrument Number 2017-021489-0 in the Fairbanks Recording District, Alaska, as amended by that certain First Amendment to Omnibus Amendment and Restatement of Royalty Deeds and Grant and Deed of Additional Royalty dated November 10, 2017, and recorded on August 3, 2018 as Instrument Number 2018-011722-0 in the Fairbanks Recording District, Alaska.
 
“Exploration Properties” shall have the meaning set forth in the Recitals.
 
“FIRPTA Compliance” shall mean the requirement to withhold and remit Tax or, alternatively obtain the necessary certificates and forms to avoid the withholding and remittance of Tax, pursuant to Section 1445 of the Code and the Treasury Regulations thereunder.
 
“Governmental Approvals” shall mean any Approvals or Notifications to be made to, or obtained from, any Governmental Entity.
 
“Governmental Entity” shall mean any federal, state, provincial, tribal, village, local or foreign government or subdivision thereof or any other governmental, administrative, judicial, arbitral, legislative, executive, regulatory or self-regulatory authority, instrumentality, agency, commission or body, including any stock exchange.
 
“Group” shall mean the Company Group or the CORE Group, as the context requires.
 
“Hazardous Substances” shall mean any substance listed, defined, designated, classified or regulated as a waste, pollutant or contaminant or as hazardous, toxic, radioactive or dangerous or any other term of similar import under any Environmental Law, including but not limited to petroleum.
 
“Indemnifying Party” shall have the meaning set forth in Section 3.4(a).
 
“Indemnitee” shall have the meaning set forth in Section 3.4(a).
 
“Indemnity Payment” shall have the meaning set forth in Section 3.4(a).
 
“Information” shall mean information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, assay certificates, ore body and geospatial models, development plans, topographical data and aerial imagery, drill hole and assay data, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other Software, marketing plans, customer names and records, customer prospect lists, supplier records, customer and supplier lists, customer and vendor data, correspondence and lists, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or consultants or under their direction (including attorney work product), and other technical, financial, employee or business information or data, files, papers, tapes, keys, correspondence, plans, invoices, forms, cost information, sales and pricing data, product data and literature, investor records, catalogs, sales, promotional and advertising materials, technical data, operating records, operating manuals, instructional documents, quality records and reports and other printed or written materials, land and title records (including abstracts of title, title opinions, and title curative documents), operations, environmental, production, accounting and regulatory compliance records, and facility and well records; provided, that “Information” shall not include Registrable IP.
 
5
“Insurance Proceeds” shall mean those monies:
 
(a)            received by an insured from an insurance carrier; or
 
(b)            paid by an insurance carrier on behalf of the insured;
 
in any such case net of any applicable premium adjustments (including reserves and retrospectively rated premium adjustments) costs and expenses incurred in the collection thereof; provided, however, with respect to a captive insurance arrangement, Insurance Proceeds shall only include amounts received by the captive insurer in respect of any reinsurance arrangement.
 
“Intellectual Property” shall mean all intellectual property and other similar proprietary rights in any jurisdiction worldwide, whether registered or unregistered, including such rights in and to: (a) patents (including all reissues, divisions, provisionals, continuations and continuations-in-part, re-examinations, renewals and extensions thereof), patent applications, patent disclosures or other patent rights; (b) copyrights, design, design registration, and all registrations, applications for registration, and renewals for any of the foregoing, and any “moral” rights; (c) trademarks, service marks, trade names, business names, logos, trade dress, certification marks and other indicia of commercial source or origin together with all goodwill associated with the foregoing, and all registrations, applications and renewals for any of the foregoing; (d) trade secrets and business, technical and know-how information, databases (including assay), data collections, and drawings; (e) Software, including data files, source code, object code, application programming interfaces, architecture, files, records, schematics, computerized databases and other Software-related specifications and documentation; (f) Internet domain name registrations; and (g) other intellectual property and related proprietary rights.
 
“Law” shall mean any statute, law (including common law), ordinance, regulation, rule, code, injunction, judgment, decree or order of any Governmental Entity, having the force of law and any legal requirements arising under the common law or principles of law or equity and the term “applicable” with respect to such Laws and, in the context that refers to any person, means such Law as is applicable at the relevant time or times to such person or its business, undertaking, property or securities and emanate from a Governmental Entity having jurisdiction over such person or its business, undertaking, property or securities.
 
“Liabilities” shall mean all debts, guarantees, assurances, commitments, liabilities, responsibilities, Losses, remediation, deficiencies, damages, fines, penalties, settlements, sanctions, costs, expenses, interest and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law, claim (including any Third-Party Claim), demand, Action or Order award entered by or with any Governmental Entity or arbitration tribunal, and those arising under any Contract, promise, release, warranty or undertaking, or any fines, damages or equitable relief that is imposed, in each case, including all costs and expenses relating thereto.
 
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“Losses” shall mean all losses, liabilities, claims, obligations, interest, awards, damages, penalties, fees, costs and expenses (including all legal fees and accounting fees, expenses and costs incurred in investigating, preparing for or defending any of the foregoing ).
 
“New Silver Royalty” shall mean the production royalty payable to Royal Gold pursuant to the Amended and Restated Royalty Agreement.
 
“Option Agreement” shall mean that certain Option Agreement granting the option to acquire certain Optioned State Claims held by CORE Minerals, between the Company and CORE Minerals dated as of the date hereof.
 
“Optioned State Claims” shall mean those State of Alaska unpatented mining claims described in Schedule II attached hereto.

“Order” shall mean any charge, order, writ, injunction, judgment, decree, ruling, determination, directive, award, stipulation or settlement, whether civil, criminal or administrative and whether formal or informal.
 
“Parties” shall have the meaning set forth in the preamble to this Agreement.
 
“Permits” shall mean all material permits, approvals, authorizations, consents, licenses, operating certificates, variances, exemptions, concessions, franchises, orders and other approvals issued by any Governmental Entity.
 
“Person” shall mean an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including any Governmental Entity.
 
“Prime Rate” shall mean the rate that Bloomberg displays as “Prime Rate by Country United States” at www.bloomberg.com/markets/rates-bonds/key-rates/ or on a Bloomberg terminal at PRIMBB Index.
 
“Privileged Information” shall mean any information, in written, oral, electronic or other tangible or intangible forms, including any communications by or to attorneys (including attorney-client privileged communications), memoranda and other materials prepared by attorneys or under their direction (including attorney work product), as to which a Party or any member of its Group would be entitled to assert or have asserted a privilege, including the attorney-client and attorney work product privileges.
 
“Real Property” shall mean surface lands, concession rights, and mineral lands, together with all easements, rights and interests arising out of the ownership thereof or appurtenant thereto and all buildings, structures, improvements and fixtures located thereon.
 
“Real Property Leases” shall mean leases and subleases of Real Property.
 
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“Registrable IP” shall mean all patents, patent applications, statutory invention registrations, registered trademarks, registered service marks, registered Internet domain names and copyright registrations.
 
“Release” shall mean any release, spill, emission, discharge, leaking, pumping, pouring, dumping, injection, deposit, disposal, dispersal, leaching or migration of Hazardous Substances into the environment (including, ambient air, surface water, groundwater and surface or subsurface strata and the abandonment or discarding of barrels, containers or other receptacles containing Hazardous Substances).
 
“Representatives” shall mean, with respect to any Person, any of such Person’s directors, officers, employees, Affiliates, agents, consultants, advisors, accountants, attorneys, investment bankers, financial advisors or other representatives.
 
“Retained Assets” shall have the meaning set forth in Section 2.2.
 
“Retained Properties” shall have the meaning set forth in the Recitals.
 
“Retained Liabilities” shall have the meaning set forth in Section 2.3(a).
 
“Royal Gold Acquisition” shall have the meaning set forth in the Recitals.
 
“Royal Purchase Agreement Closing” shall have the meaning set forth in Section 3.3(a).
 
“Royal Purchase Agreement” shall have the meaning set forth in the Recitals.
 
“SEC” shall mean the U.S. Securities and Exchange Commission.
 
“Security Interest” shall mean any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-way, covenant, condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever.
 
“Separation” shall have the meaning set forth in the Recitals.
 
“Shared Contract” shall have the meaning set forth in Section 2.5.
 
“Skip” shall have the meaning set forth in the Recitals.
 
“Software” shall mean any and all (a) computer programs, including any and all software implementation of algorithms, models and methodologies, whether in source code, object code, human readable form or other form; (b) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise; (c) descriptions, flow charts and other work products used to design, plan, organize and develop any of the foregoing; (d) screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons; and (e) documentation, including user manuals and other training documentation, relating to any of the foregoing.
 
“Stored Information” shall have the meaning set forth in Section 5.1(b)(i).
 
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“Subsidiary” shall mean, with respect to any Person, any other Person of which stock or other equity interests having ordinary voting power to elect more than 50% of the board of directors or other governing body are owned, directly or indirectly, by such first Person.
 
“Tangible Information” shall mean Information that is contained in written, electronic or other tangible forms.
 
“Tax” shall mean (a) all taxes, charges, fees, duties, levies, imposts, or other similar assessments, imposed by any U.S. federal, state or local or foreign governmental authority, including, but not limited to, income, gross receipts, excise, property, sales, use, license, capital stock, transfer, franchise, margin, payroll, withholding, social security, value added and other taxes; (b) any interest, penalties or additions attributable thereto; (c) all liabilities in respect of any items described in clauses (a) or (b) payable by reason of assumption, transferee or successor liability, operation of Law or Treasury Regulation Section 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar provision under Law); and (d) all liabilities in respect of any items described in clauses (a), (b) or (c) as a result of any tax sharing, tax indemnity or tax allocation agreement or any other express or implied agreement to indemnify any other Person.
 
“Tax Liabilities” shall mean any Liability arising out of or relating to a Tax.
 
“Technology” shall mean all technology, designs, formulae, algorithms, procedures, methods, discoveries, processes, techniques, ideas, know-how, research and development, technical data, tools, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, improvements, works of authorship in any media, confidential, proprietary or nonpublic information, and other similar materials, and all recordings, graphs, drawings, reports, analyses and other writings, and other tangible embodiments of the foregoing in any form whether or not listed herein, in each case, other than Software.
 
“Third Party” shall mean any Person other than the Parties or any members of their respective Groups.
 
“Third-Party Claim” shall have the meaning set forth in Section 3.5(a).
 
“Tok Facility” shall have the meaning set forth in Section 5.1(b)(i).
 
“Transfer Documents” shall have the meaning set forth in Section 2.1(b).
 
“Transfer Taxes” shall mean all transfer, sales, use, stamp, registration or other similar federal, foreign, tribal, state and local Taxes (but excluding any income Taxes) resulting from the transfer of an asset from one Party to the other pursuant to the terms of this Agreement.
 
“Transferred Assets” shall have the meaning set forth in Section 2.2(b).
 
“Transferred Contracts” shall mean the Contracts set forth on Schedule III.
 
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ARTICLE II
THE SEPARATION
 
2.1            Transfer of Assets and Assumption of Liabilities
 
(a)            On or prior to the Distribution and the Acquisitions:
 
Transfer and Assignment of Transferred Assets.  The Company shall, and shall cause the applicable members of the Company Group to, contribute, assign, transfer, convey and deliver to CORE Minerals, and CORE Minerals shall accept from the Company and such applicable members of the Company Group, all of the Company’s and such Company Group member’s respective right, title and interest, whether direct or indirect, in and to all of the Transferred Assets; and
 
Acceptance and Assumption of Assumed Liabilities.  CORE Minerals shall accept, assume and agree to faithfully perform, discharge and fulfill all the Assumed Liabilities.
 
(b)            Transfer Documents.  In furtherance of the contribution, assignment, transfer, conveyance and delivery of the Transferred Assets and the assumption of the Assumed Liabilities in accordance with Section 2.1(a), (i) each Party shall execute and deliver, and shall cause the applicable members of its Group to execute and deliver (as applicable), such bills of sale, quitclaim deeds, stock or unit powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of such Party’s and the applicable members of its Group’s (as applicable) right, title and interest in and to such Transferred Assets in accordance with Section 2.1(a), and (ii) each Party shall execute and deliver, and shall cause the applicable members of its Group (as applicable) to execute and deliver, to the other Party such assumptions of contracts and other instruments of assumption as and to the extent reasonably necessary to evidence the valid and effective assumption of the Assumed Liabilities in accordance with Section 2.1(a).  All of the foregoing documents contemplated by this Section 2.1(b) shall be referred to collectively herein as the “Transfer Documents.”
 
(c)            Misallocations.  In the event that at any time, or from time to time (whether prior to, at or after the Effective Time), any Party (or any member of such Party’s respective Group) shall receive or otherwise possess any Asset that is allocated to any other Party (or any member of such Party’s Group) pursuant to this Agreement, such Party shall promptly transfer, or cause to be transferred, such Asset to the Party so entitled thereto (or to any member of such Party’s Group), and such entitled Party (or member of such Party’s Group) shall accept such Asset.  Prior to any such transfer, the Person receiving or possessing such Asset shall hold such Asset in trust for any such other Person.  In the event that at any time, or from time to time (whether prior to, at or after the Effective Time), any Party (or any member of such Party’s respective Group) shall receive or otherwise assume any Liability that is allocated to any other Party (or any member of such Party’s Group) pursuant to this Agreement, such Party shall promptly transfer, or cause to be transferred, such Liability to the Party responsible therefor (or to any member of such Party’s Group), and such responsible Party (or any member of such Party’s Group) shall accept, assume and agree to faithfully perform such Liability.
 
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(d)            Bulk-Sale and Bulk-Transfer Laws.  Each Party hereby acknowledges that the transfer or sale of any or all of the Transferred Assets to any member of the CORE Group and deemed transfer or sale of any or all of the Retained Assets to any member of the Company Group is not subject to any requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction.
 
2.2            Retained Assets; Transferred Assets
 
Retained Assets.  For the purposes of this Agreement, “Retained Assets” shall mean all Assets of any member of the Company Group as of immediately prior to the Effective Time, other than the Transferred Assets.
 
Transferred Assets.  For purposes of this Agreement, “Transferred Assets” shall mean all of the following Assets of the Company or any other member of the Company Group as of immediately prior to the Effective Time:
 
(i)            the Exploration Properties; the Parties acknowledge and agree that certain of the Exploration Properties are subject to the Option Agreement and all of the Exploration Properties are subject to the CORE Minerals Royalty Agreement;
 
(ii)            all Transferred Contracts and all rights, interests or claims of any members of the Company Group thereunder (including rights under or pursuant to all warranties, representations and guarantees, whether express or implied, thereunder);
 
(iii)            [reserved];
 
(iv)            all rights of any member of the Company Group to indemnities and releases from Third Parties to the extent related to the Exploration Properties;
 
(v)            all claims, defenses, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment of any member of the Company Group to the extent attributable to the Exploration Properties;
 
(vi)            all Permits owned or licensed by any member of the Company Group set forth on Schedule 2.2(b)(vi) or that relate solely to the Exploration Properties;
 
(vii)            all Equipment of any member of the Company Group set forth on Schedule 2.2(b)(vii);
 
(viii)            all rights, interests and claims of any member of the Company Group with respect to Information to the extent related to the Exploration Properties;
 
(ix)            all Insurance Proceeds received or receivable by any member of the Company Group under any insurance policy written prior to the Effective Time to the extent in connection with (i) the damage or complete destruction of any assets or properties prior to the Effective Time that would have been included in the Transferred Assets but for such damage or complete destruction, or (ii) any Assumed Liability; and
 
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(x)            all Technology owned or licensed by the Company set forth on Schedule 2.2(b)(x).
 
2.3            Retained Liabilities; Assumed Liabilities
 
Retained Liabilities.  For the purposes of this Agreement, “Retained Liabilities” shall mean all Liabilities of the Company Group, other than the Assumed Liabilities.
 
Assumed Liabilities(c).  For the purposes of this Agreement, “Assumed Liabilities” shall mean the following Liabilities of any member of the Company Group:
 
(i)            all Liabilities other than Tax Liabilities (including Environmental Liabilities and Liabilities related to the Permits included in Transferred Assets) to the extent arising out of, resulting from or related to the Exploration Properties or a Transferred Asset, in each case, regardless of whether such Liabilities arise before, on or after the Effective Time;
 
(ii)            Asset Taxes and all other Taxes to the extent arising out of, resulting from or related to the Exploration Properties or a Transferred Asset, in each case, attributable to any Tax period beginning at or after the Effective Time;
 
(iii)            CORE Minerals’ obligations and the obligations of any member of the CORE Group under this Agreement and any other Contract entered into by CORE Minerals or any member of the CORE Group in connection herewith; and
 
(iv)            all Liabilities arising out of claims made by any Third Party against any member of the Company Group to the extent relating to, arising out of or resulting from the Exploration Properties or the Transferred Assets, in each case, regardless of whether such Liabilities arise before, on or after the Effective Time.
 
2.4            Termination of Agreements
 
(a)            In furtherance of the releases and other provisions of Section 3.1, each member of the Company Group, on the one hand, and CORE, CORE Minerals and each member of the CORE Group, on the other hand, hereby terminate any and all Contracts between or among the Company, on the one hand, and CORE, CORE Minerals and/or any member of the CORE Group, on the other hand, with such termination to be effective as of the Effective Time.  No such terminated Contract (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time.  Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.
 
(b)            The provisions of Section 2.4(a) shall not apply to any of the following agreements (or to any of the provisions thereof):
 
(i)            this Agreement (and each other agreement expressly contemplated by this Agreement or the CORE Purchase Agreement to be entered into or continued by any of the Parties);
 
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(ii)            the Company LLC Agreement;
 
(iii)            any agreement to which any Person other than the Parties and their respective Affiliates is a party; and
 
(iv)            any confidentiality or non-disclosure agreements among any member of the CORE Group or the Company and any of their respective employees, including any obligation not to disclose proprietary or Privileged Information.
 
2.5            Treatment of Shared Contracts
 
(a)            Subject to applicable Law and without limiting the generality of the obligations set forth in Section 2.1, unless the Parties otherwise agree or the benefits of any Contract described in this Section 2.5 are expressly conveyed to the applicable Party pursuant to this Agreement, any Contract, only a portion of which is a Transferred Contract (any such Contract, a “Shared Contract”), shall be assigned in relevant part to the applicable member(s) of the applicable Group, if so assignable, or appropriately amended prior to, on or after the Effective Time, so that each Party or the member of its Group shall, as of the Effective Time, be entitled to the rights and benefits, and shall assume the related portion of any Liabilities, inuring to its respective businesses; provided, however, that (i) in no event shall any member of any Group be required to assign (or amend) any Shared Contract in its entirety or to assign a portion of any Shared Contract which is not assignable (or cannot be amended) by its terms (including any terms imposing consents or conditions on an assignment where such consents or conditions have not been obtained or fulfilled) and (ii) if any Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be amended or if such assignment or amendment would impair the benefit the Parties thereto derive from such Shared Contract, then the Parties shall, and shall cause each of the members of their respective Groups to, take such other reasonable and permissible actions (including by providing prompt notice to the other Party with respect to any relevant claim of Liability or other relevant matters arising in connection with a Shared Contract so as to allow such other Party the ability to exercise any applicable rights under such Shared Contract) to cause a member of the CORE Group or the Company, as the case may be, to receive the rights and benefits of that portion of each Shared Contract that relates to the Exploration Properties or the Retained Properties, as the case may be (in each case, to the extent so related), as if such Shared Contract had been assigned to (or amended to allow) a member of the applicable Group pursuant to this Section 2.5, and to bear the burden of the corresponding Liabilities (including any Liabilities that may arise by reason of such arrangement), as if such Liabilities had been assumed by a member of the applicable Group pursuant to this Section 2.5.
 
(b)            Each of the Company and CORE Minerals shall, and shall cause the members of its Group to, (i) treat for all Tax purposes the portion of each Shared Contract inuring to its respective businesses as Assets owned by, and/or Liabilities of, as applicable, such Party, or the members of its Group, as applicable, not later than the Effective Time, and (ii) neither report nor take any Tax position (on a Tax return or otherwise) inconsistent with such treatment (unless required by applicable Law).
 
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(c)            Nothing in this Section 2.5 shall require any member of any Group to make any non-de minimis payment (except to the extent advanced, assumed or agreed in advance to be reimbursed by any member of the other Group), incur any non-de minimis obligation or grant any non-de minimis concession for the benefit of any member of any other Group in order to effect any transaction contemplated by this Section 2.5.  For purposes of this Section 2.5, “de minimis” shall be determined in reference to customary contracts of similar nature, character and size to the Shared Contracts and not in reference to the value of the transactions contemplated by the CORE Purchase Agreement.
 
2.6            Disclaimer of Representations and Warranties
 
EACH OF THE COMPANY (ON BEHALF OF ITSELF AND EACH MEMBER OF THE COMPANY GROUP) AND CORE (ON BEHALF OF ITSELF AND EACH MEMBER OF THE CORE GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN THE CORE PURCHASE AGREEMENT, THE ROYAL PURCHASE AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, NO PARTY TO THIS AGREEMENT, THE CORE PURCHASE AGREEMENT, THE ROYAL PURCHASE AGREEMENT OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT, THE CORE PURCHASE AGREEMENT, THE ROYAL PURCHASE AGREEMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF.  EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN, IN THE CORE PURCHASE AGREEMENT OR ANY OTHER AGREEMENT CONTEMPLATED BY THIS AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM OR SIMILAR FORM OF DEED OR CONVEYANCE) AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR MADE OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.
 
2.7            Company Name and Company Marks
 
(a)            The Company shall retain all its rights and rights to use the Company Name and Company Marks.  For the avoidance of doubt, the Company shall not retain any rights in any name, trade name, trademark, logo or similar rights in and to “Royal Gold” and similar names, logos and marks, including Royal Gold’s registered trademarks.
 
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(b)            Notwithstanding anything to the contrary provided in Section 2.7(a), each member of the CORE Group may use the Company Name and Company Marks, (i) in a neutral, non-trademark manner to describe the historical relationship of the Company and CORE Group, (ii) to the extent required by Law in legal or business documents in existence at the Effective Time or (iii) as necessary in connection with the transactions contemplated by this Agreement.
 
2.8            The Distribution
 
(a)            Immediately prior to the Effective Time, the following transactions shall take place:
 
(i)            the Transferred Assets shall be transferred, and the Assumed Liabilities shall be assumed, as contemplated pursuant to Section 2.1; and
 
(ii)            the Company and CORE Minerals shall enter into the Option Agreement providing for the right of optionee to acquire certain Optioned State Claims held by CORE Minerals pursuant to the terms and conditions of the Option Agreement.
 
(b)            At the Effective Time, and subject to completion of transactions set forth in Section 2.8(a), the following transactions shall take place:
 
(i)            the Company and Royal Gold shall execute the Amended and Restated Royalty Agreement pursuant to which the Company will grant to Royal Gold the New Silver Royalty and ratify certain existing royalty obligations, pursuant to the terms and conditions of the Amended and Restated Royalty Agreement;
 
(ii)            CORE Minerals and Royal Gold shall execute the CORE Minerals Royalty Agreement pursuant to which CORE Minerals will grant to Royal Gold the CORE Minerals Royalty and ratify certain existing royalty obligations; and
 
(iii)            the Company shall distribute to CORE Alaska 100% of the membership interests in CORE Minerals, with CORE Alaska in turn distributing such membership interests to CORE, such that CORE Minerals will become a wholly-owned Subsidiary of CORE.
 
(c)            The Parties acknowledge and agree that the aggregate value of the distributions provided for in this Section 2.8 are being distributed to CORE Alaska and Royal Alaska, respectively, in proportion to their respective ownership interest in the Company, as shown in Schedule 2.8(c).

2.9            CORE Minerals.  Each of CORE and CORE Alaska hereby represent and warrant that from the date of its formation to the date of Distribution, CORE Minerals has conducted no business other than as necessary to consummate the Separation and the Distribution.
 
ARTICLE III
MUTUAL RELEASES; INDEMNIFICATION
 
3.1            Release of Pre-Distribution Claims
 
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CORE Release of the Company Group.  Except as provided in Sections 3.1(c) and 3.1(d), effective as of the Effective Time, each member of the CORE Group and CORE Minerals does hereby, for itself and each of its successors and assigns, and, to the extent permitted by applicable Law, all Persons who at any time prior to the Effective Time have been stockholders, members, directors, managers, officers, agents or employees of any member of the CORE Group (in each case, in their respective capacities as such), remise, release and forever discharge (i) the Company and the members of the Company Group, and their respective successors and assigns, (ii) Skip, (iii) Royal Gold and Royal Alaska, (iv) all Persons who at any time prior to the Effective Time have been managers, stockholders, directors, managers, officers, agents or employees of any member of the Company Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, including, without limitation, Royal Alaska in its capacity as “Manager” under the Company LLC Agreement, and (v) all Persons who at any time prior to the Effective Time are or have been stockholders, members, directors, managers, officers, agents or employees of CORE Minerals and who are not, as of immediately following the Effective Time, stockholders, members, directors, managers, officers, agents or employees of CORE Minerals, in each case from all Assumed Liabilities.
 
Company Release of the CORE Group(c).  Except as provided in Sections 3.1(c) and 3.1(d), effective as of the Effective Time, each member of the Company Group does hereby, for itself and each other member of the Company Group and their respective successors and assigns (including Skip upon consummation of the Acquisitions), and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been stockholders, members, directors, managers, officers, agents or employees of any member of the Company Group (in each case, in their respective capacities as such), remise, release and forever discharge CORE and CORE Minerals and its successors and assigns, from all Retained Liabilities.
 
Obligations Not Affected(i).  Nothing contained in Section 3.1(a) or 3.1(b) shall impair any right of any Person to enforce this Agreement, the CORE Purchase Agreement, the Royal Purchase Agreement, or any Contracts that are specified in Section 2.4 as not to terminate as of the Effective Time, in each case, in accordance with its terms and solely to the extent such Person is a party thereto.  Nothing contained in Section 3.1(a) or 3.1(b) shall release any Person from:
 
(i)            any Liability provided in or resulting from any Contract among any members of the Company Group or the CORE Group that is specified in Section 2.4 to terminate as of the Effective Time;
 
(ii)            any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement, the CORE Purchase Agreement or the Royal Purchase Agreement; and
 
(iii)            any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement, the CORE Purchase Agreement or the Royal Purchase Agreement for claims brought against the Parties by third Persons, which Liability shall be governed by the provisions of this Article III and, if applicable, the appropriate provisions of the CORE Purchase Agreement or the Royal Purchase Agreement.
 
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In addition, nothing contained in Section 3.1(a) shall (i) release any member of the Company Group from honoring its existing obligations to indemnify any manager, member, director, officer or employee of the Company, CORE, CORE Alaska, or CORE Minerals who was a director, officer or employee of any member of the Company Group on or prior to the Effective Time, to the extent such manager, member, director, officer or employee becomes a named defendant in any Action with respect to which such manager, member, director, officer or employee was entitled to such indemnification pursuant to then-existing obligations under the Company LLC Agreement; it being understood that, if the underlying obligation giving rise to such Action is an Assumed Liability, CORE Minerals shall indemnify the Company for such Liability (including the Company’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article III or (ii) release Skip from honoring any of its obligations to indemnify any director, officer or employee in accordance with the CORE Purchase Agreement or the Royal Purchase Agreement.
 
(d)            No Claims. Neither CORE Minerals nor any member of the CORE Group shall make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against the Company or any other member of the Company Group, or any other Person released pursuant to Section 3.1(a), with respect to any Liabilities released pursuant to Section 3.1(a).  The Company shall not make, and shall not permit any other member of the Company Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification against CORE or CORE Minerals, or any other Person released pursuant to Section 3.1(b), with respect to any Liabilities released pursuant to Section 3.1(b).
 
3.2            Indemnification by CORE Minerals
 
Except as otherwise specifically set forth in this Agreement, to the fullest extent permitted by Law, CORE Minerals shall indemnify, defend and hold harmless the Company, each other member of the Company Group and each of their respective past, present and future members, managers, stockholders, directors, officers, employees and agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Company Indemnitees”), from and against any and all Liabilities of the Company Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):
 
(a)            any Assumed Liability to the extent such Assumed Liability was not satisfied by the Company prior to the Effective Time;
 
(b)            any failure of CORE Minerals or any other Person to pay, perform or otherwise promptly discharge any Assumed Liabilities in accordance with their terms, whether prior to, on or after the Effective Time;
 
(c)            any breach by CORE Minerals or any member of the CORE Group of this Agreement; and
 
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(d)            except to the extent it relates to a Retained Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support Contract for the benefit of any member of the CORE Group by any member of the Company Group that survives following the Separation.
 
3.3            Indemnification by the Company
 
(a)            Except as otherwise specifically set forth in this Agreement, to the fullest extent permitted by Law, the Company shall, and shall cause the other members of the Company Group to, jointly and severally, indemnify, defend and hold harmless CORE and CORE Minerals, and each of their respective past, present and future stockholders, directors, officers, employees or agents, in each case in their respective capacities as such, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “CORE Indemnitees”), from and against any and all Liabilities of the CORE Indemnitees relating to, arising out of or resulting from, directly or indirectly, any of the following items (without duplication):
 
(i)            any Retained Liability;
 
(ii)            any failure of the Company, any other member of the Company Group or any other Person to pay, perform or otherwise promptly discharge any Retained Liabilities in accordance with their terms after the Effective Time;
 
(iii)            any breach by the Company or any other member of the Company Group of this Agreement after the Effective Time; and
 
(iv)            except to the extent it relates to an Assumed Liability, any guarantee, indemnification or contribution obligation, surety bond or other credit support Contract for the benefit of any member of the Company Group by any member of the CORE Group.
 
For the avoidance of doubt, neither Royal Gold nor Royal Alaska shall have any Liability for indemnification under this Agreement, including with respect to any Liability of the Company or any Liability incurred or assumed by CORE Minerals; provided that the foregoing sentence shall not affect Royal Gold’s or Royal Alaska’s obligations under any other agreement, including, without limitation, liability under the Company LLC Agreement to the extent such Liability arises out of actions or omissions of Royal Gold or Royal Alaska prior to the closing date of the transactions contemplated by the Royal Purchase Agreement (the “Royal Purchase Agreement Closing”).
 
(b)            Notwithstanding any termination, amendment, restatement, or other modification of the Company LLC Agreement after the Effective Time, the Company and each of its successors and assigns (including any such successors or assigns arising by operation of law) shall indemnify Royal Gold and Royal Alaska to the extent provided by Section 4.9 of the Company LLC Agreement as in effect immediately prior to the Effective Time.
 
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3.4            Indemnification Obligations Net of Insurance Proceeds and Other Amounts
 
(a)            The Parties intend that any Liability subject to indemnification, contribution or reimbursement pursuant to this Article III will be net of Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of any indemnifiable Liability.  Accordingly, the amount which either Party (an “Indemnifying Party”) is required to pay to any Person entitled to indemnification or contribution hereunder (an “Indemnitee”) will be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnitee in respect of the related Liability.  If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds or any other amounts in respect of the related Liability, then the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.
 
(b)            The Parties agree than an insurer that would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of any provisions contained in this Agreement, have any subrogation rights with respect thereto, it being understood that no insurer or any other Third Party shall be entitled to a “windfall” (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification and contribution provisions hereof.  Each Party shall, and shall cause the members of its Group to, use commercially reasonable efforts (taking into account the probability of success on the merits and the cost of expending such efforts, including attorneys’ fees and expenses) to collect or recover any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification or contribution may be available under this Article III.
 
3.5            Procedures for Indemnification of Third-Party Claims
 
Notice of Claims.  If, at or following the date of this Agreement, an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Entity) who is not a member of the Company Group or the CORE Group of any claim or of the commencement by any such Person of any Action (collectively, a “Third-Party Claim”) with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 3.2 or 3.3, or any other Section of this Agreement, such Indemnitee shall give such Indemnifying Party written notice thereof as soon as reasonably practicable, but in any event within thirty (30) days (or sooner if applicable Law, statute of limitation or the nature of the Third-Party Claim so requires) after becoming aware of such Third-Party Claim.  Any such notice shall describe the Third-Party Claim in reasonable detail, including the facts and circumstances giving rise to such claim for indemnification, and include copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim.  Notwithstanding the foregoing, the failure of an Indemnitee to provide notice in accordance with this Section 3.5(a) shall not relieve an Indemnifying Party of its indemnification obligations under this Agreement, except to the extent to which the Indemnifying Party is actually prejudiced by the Indemnitee’s failure to provide notice in accordance with this Section 3.5(a).
 
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Control of Defense(c).  An Indemnifying Party may elect to defend (and seek to settle or compromise), at its own expense and with its own counsel, any Third-Party Claim; provided, that, prior to the Indemnifying Party assuming and controlling defense of such Third-Party Claim, it shall first confirm to the Indemnitee in writing that, assuming the facts presented to the Indemnifying Party by the Indemnitee being true, the Indemnifying Party shall indemnify the Indemnitee for any such damages to the extent resulting from, or arising out of, such Third-Party Claim.  Notwithstanding the foregoing, if the Indemnifying Party assumes such defense and, in the course of defending such Third-Party Claim, (i) the Indemnifying Party discovers that the facts presented at the time the Indemnifying Party acknowledged its indemnification obligation in respect of such Third-Party Claim were not true in all material respects and (ii) such untruth provides a reasonable basis for asserting that the Indemnifying Party does not have an indemnification obligation in respect of such Third-Party Claim, then (A) the Indemnifying Party shall not be bound by such acknowledgment, (B) the Indemnifying Party shall promptly thereafter provide the Indemnitee written notice of its assertion that it does not have an indemnification obligation in respect of such Third-Party Claim and (C) the Indemnitee shall have the right to assume the defense of such Third-Party Claim.  Within thirty (30) days after the receipt of a notice from an Indemnitee in accordance with Section 3.5(a) (or sooner if applicable Law, statute of limitation or the nature of the Third-Party Claim so requires), the Indemnifying Party shall provide written notice to the Indemnitee indicating whether the Indemnifying Party shall assume responsibility for defending the Third-Party Claim.  If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after receipt of the notice from an Indemnitee as provided in Section 3.5(a), then the Indemnitee that is the subject of such Third-Party Claim shall be entitled to continue to conduct and control the defense of such Third-Party Claim.
 
(c)            Allocation of Defense Costs.  If an Indemnifying Party has elected to assume the defense of a Third-Party Claim, then such Indemnifying Party shall be solely liable for all fees and expenses incurred by it in connection with the defense of such Third-Party Claim and shall not be entitled to seek any indemnification or reimbursement from the Indemnitee for any such fees or expenses incurred by the Indemnifying Party during the course of the defense of such Third-Party Claim by such Indemnifying Party, regardless of any subsequent decision by the Indemnifying Party to reject or otherwise abandon its assumption of such defense.  If an Indemnifying Party elects not to assume responsibility for defending any Third-Party Claim or fails to notify an Indemnitee of its election within thirty (30) days after receipt of a notice from an Indemnitee as provided in Section 3.5(a), and the Indemnitee conducts and controls the defense of such Third-Party Claim and the Indemnifying Party has an indemnification obligation with respect to such Third-Party Claim, then the Indemnifying Party shall be liable for all reasonable fees and expenses incurred by the Indemnitee in connection with the defense of such Third-Party Claim.
 
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(d)            Right to Monitor and Participate.  An Indemnitee that does not conduct and control the defense of any Third-Party Claim, or an Indemnifying Party that has failed to elect to defend any Third-Party Claim as contemplated hereby, nevertheless shall have the right to employ separate counsel (including local counsel as necessary) of its own choosing to monitor and participate in (but not control) the defense of any Third-Party Claim for which it is a potential Indemnitee or Indemnifying Party, but the fees and expenses of such counsel shall be at the expense of such Indemnitee or Indemnifying Party, as the case may be, and the provisions of Section 3.5(c) shall not apply to such fees and expenses.  Notwithstanding the foregoing, but subject to Sections 5.7 and 5.8, such Party shall cooperate with the Party entitled to conduct and control the defense of such Third-Party Claim in such defense and make available to the controlling Party, at the non-controlling Party’s expense, all witnesses, information and materials in such Party’s possession or under such Party’s control relating thereto as are reasonably required by the controlling Party.  In addition to the foregoing, if any Indemnitee shall in good faith determine that such Indemnitee and the Indemnifying Party have actual or potential differing defenses or conflicts of interest between them that make joint representation inappropriate, then the Indemnitee shall have the right to employ separate counsel (including local counsel as necessary) and to participate in (but not control) the defense, compromise, or settlement thereof, and the Indemnifying Party shall bear the reasonable fees and expenses of such counsel for all Indemnitees.
 
(e)            No Settlement.  No Party may settle or compromise any Third-Party Claim for which a Party is seeking to be indemnified hereunder without the prior written consent of the other Parties (which consent may not be unreasonably withheld), unless such settlement or compromise provides for a full, unconditional and irrevocable release of the other Parties from all Liability in connection with the Third-Party Claim.
 
(f)            Mixed Claims.  Notwithstanding anything to the contrary in this Section 3.5, in the event that a Third-Party Claim for which a Party is seeking to be indemnified hereunder involves matters for which the other Party or its indemnitees is also entitled to indemnification hereunder (for example, a Third Party Claim involving both Retained Liabilities and Assumed Liabilities), then the Company shall be entitled to control the defense of such Third Party Claim, and CORE Minerals shall reimburse the Company for its proportionate share of reasonable and documented defense costs associated therewith.
 
3.6            Additional Matters
 
(a)            Timing of Payments.  Indemnification or contribution payments in respect of any Liabilities for which an Indemnitee is entitled to indemnification or contribution under this Article III shall be paid within forty-five (45) days of the final determination of the amount that the Indemnitee is entitled to indemnification or contribution under this Article III by the Indemnifying Party to the Indemnitee as such Liabilities are incurred upon demand by the Indemnitee, including reasonably satisfactory documentation setting forth the basis for the amount of such indemnification or contribution payment, including documentation with respect to calculations made and consideration of any Insurance Proceeds that actually reduce the amount of such Liabilities.  The indemnity and contribution provisions contained in this Article III shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee, or (ii) the knowledge by the Indemnitee of any Liabilities for which it might be entitled to indemnification hereunder.
 
(b)            Notice of Direct Claims.  Any claim for indemnification or contribution under this Agreement that does not result from a Third-Party Claim shall be asserted by written notice given by the Indemnitee to the applicable Indemnifying Party; provided, that the failure by an Indemnitee to so assert any such claim shall not prejudice the ability of the Indemnitee to do so at a later time except to the extent (if any) that the Indemnifying Party is prejudiced thereby.  Such Indemnifying Party shall have a period of thirty (30) days after the receipt of such notice within which to respond thereto.  If such Indemnifying Party does not respond within such thirty (30)-day period or rejects such claim in whole or in part, such Indemnitee shall, subject to the provisions this Agreement, be free to pursue such remedies as may be available to such party as contemplated by this Agreement, as applicable, without prejudice to its continuing rights to pursue indemnification or contribution hereunder.
 
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(c)            Pursuit of Claims Against Third Parties.  If (i) a Party incurs any Liability arising out of this Agreement, (ii) an adequate legal or equitable remedy is not available for any reason against the other Party to satisfy the Liability incurred by the incurring Party, and (iii) a legal or equitable remedy may be available to the other Party against a Third Party for such Liability, then the other Party shall use its commercially reasonable efforts to cooperate with the incurring Party, at the incurring Party’s expense, to permit the incurring Party to obtain the benefits of such legal or equitable remedy against the Third Party.
 
(d)            Subrogation.  In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim or against any other Person.  Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.
 
(e)            Substitution.  In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant.  If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in Section 3.5 and this Section 3.6, and the Indemnifying Party shall fully indemnify the named defendant against all costs of defending the Action (including court costs, sanctions imposed by a court, attorneys’ fees, experts fees and all other external expenses), the costs of any judgment or settlement and the cost of any interest or penalties relating to any judgment or settlement.
 
(f)            Remedies Cumulative.  The remedies provided in this Article III shall be cumulative and, subject to the provisions of Article VI, shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.
 
3.7            Right of Contribution
 
If any right of indemnification contained in Section 3.2 or 3.3 is held unenforceable or is unavailable for any reason, or is insufficient to hold harmless an Indemnitee in respect of any Liability for which such Indemnitee is entitled to indemnification hereunder, then the Indemnifying Party shall contribute to the amounts paid or payable by the Indemnitees as a result of such Liability (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and the members of its Group, on the one hand, and the Indemnitees entitled to contribution, on the other hand, as well as any other relevant equitable considerations.
 
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Covenant Not to Sue
 
Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any Assumed Liabilities by CORE Minerals or a member of the CORE Group on the terms and conditions set forth in this Agreement is void or unenforceable for any reason; (b) the retention of any Retained Liabilities by the Company or a member of the Company Group on the terms and conditions set forth in this Agreement is void or unenforceable for any reason; or (c) the provisions of this Article III are void or unenforceable for any reason.
 
3.9            Survival of Indemnities
 
The rights and obligations of each of the Company and each member of the Company Group, CORE Minerals and each member of the CORE Group and their respective Indemnitees under this Article III shall survive (a) the sale or other transfer by either Party or any member of its Group of any Assets or businesses or the assignment by it of any liabilities or (b) any merger, consolidation, business combination, sale of all or substantially all of its Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of the members of its Group.
 
ARTICLE IV
CERTAIN OTHER MATTERS
 
4.1            Late Payments
 
Except as expressly provided to the contrary in this Agreement, any amount not paid when due pursuant to this Agreement (and any amounts billed or otherwise invoiced or demanded and properly payable that are not paid within thirty (30) days of such bill, invoice or other demand) shall accrue interest at a rate per annum equal to Prime Rate plus two percent (2%).
 
ARTICLE V
EXCHANGE OF INFORMATION; CONFIDENTIALITY
 
5.1            Agreement for Exchange of Information
 
(a)            Subject to Section 5.9 and any other applicable confidentiality obligations, each Party, on behalf of itself and each member of its Group (as applicable) agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to any other Party and the members of such other Party’s Group (as applicable) at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any information (or a copy thereof) in the possession or under the control of such Party or its Group (as applicable) which the requesting Party or its Group (as applicable) has reasonably requested to the extent that (i) such information relates to the Exploration Properties, or any Transferred Asset or Assumed Liability, if CORE Minerals or CORE is the requesting Party, or to the Retained Properties, or any Retained Asset or Retained Liability, if the Company is the requesting Party; (ii) such information is required by the requesting Party to comply with its obligations under this Agreement; or (iii) such information is required by the requesting Party to comply with any obligation imposed by any Governmental Entity; provided, however, that, in the event that the Party to whom the request has been made determines that any such provision of information could violate any Law or Contract, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence.  The Party providing information pursuant to this Section 5.1 shall only be obligated to provide such information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such information, and nothing in this Section 5.1 shall expand the obligations of a Party under Section 5.4.
 
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(b)            Without limiting the generality of the foregoing,
 
(i)            for a period of two years following the Effective Time and as soon as reasonably practicable after written request therefor, the Company and each other member of the Company Group shall, and shall cause its respective Representatives to, permit CORE Minerals, CORE and their respective Representatives to access and remove all information, including drill core and pulp samples (the “Stored Information”) located at Tok Core Facility on land leased from Young’s Timber Inc. (the “Tok Facility”), that relates solely to the Exploration Properties, or any Transferred Asset or Assumed Liability. For the avoidance of doubt, the Parties acknowledge that (A) the Stored Information shall, at all times following the Effective Time constitute Transferred Assets contemplated by Section 2.2(b)(viii), (B) no member of the Company Group shall have any responsibility or liability for any loss of or damage to any Stored Information, and (C) CORE Minerals or CORE shall remove all Stored Information from the Tok Facility upon the earlier of (x) the two-year anniversary of the Effective Time, (y) such time that the Company reasonably determines that there is no longer adequate available space to store the Stored Information at the Tok Facility, and (z) such time that the Company determines to no longer lease the Tok Facility (provided that the Company shall provide CORE Minerals at least 90 days’ notice of such decision); and
 
(ii)            until the first fiscal year end of CORE occurring after the Effective Time (and for a reasonable period of time afterwards as required for each Party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Effective Time occurs), each Party shall use its commercially reasonable efforts to cooperate with the other Party’s information requests to enable (i) the other Party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) the other Party’s accountants to timely complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such Party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other applicable Laws;
 
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provided, however, that Royal Gold’s only obligations under this Section 5.1(b) shall be the following: Royal Gold shall use its commercially reasonable efforts to cooperate with reasonable information requests by CORE or the auditor selected by CORE relating to periods prior to the Royal Purchase Agreement Closing by (i) responding to such reasonable information requests, (ii) providing access to employees and other representatives on a mutually convenient basis in a manner such as to not unreasonably interfere with the normal operation of Royal Gold’s business, (iii) providing, at CORE’s request, reasonable access to available historical information relating to the Transferred Assets or Assumed Liabilities, and (iv) providing all work papers or similar records under Royal Gold’s control reasonably requested by CORE or the auditor chosen by CORE to prepare financial statements, in each case, to the extent reasonably required in connection with the preparation of audited financial statements relating to the Transferred Assets or Assumed Liabilities (it being understood that CORE is responsible for the preparation of such financial statements, including any adjustments relating to any actions to be taken on or after the Effective Time).  In the event that Royal Gold incurs Third Party expenses in order to provide assistance in accordance with this Section 5.1, CORE shall promptly either reimburse Royal Gold or pay such out-of-pocket expenses directly on Royal Gold’s behalf.
 
5.2            Ownership of Information
 
The provision of any information pursuant to Section 5.1 or 5.7 shall not affect the ownership of such information (which shall be determined solely in accordance with the terms of this Agreement), or constitute a grant of rights in or to any such information.
 
5.3            Compensation for Providing Information
 
The Party requesting information agrees to reimburse the other Party for the reasonable out-of-pocket costs, if any, of copying, and transporting such information.
 
5.4            Record Retention
 
To facilitate the possible exchange of information pursuant to this Article V and other provisions of this Agreement after the Effective Time, the Parties agree to use their commercially reasonable efforts to retain all information in their respective possession or control on the Effective Time in accordance with the policies of the Company as in effect on the Effective Time; provided, however, that in the case of any information relating to Taxes, employee benefits or Environmental Liabilities, such retention period shall be extended to the expiration of the applicable statute of limitations (giving effect to any extensions thereof).
 
5.5            Limitations of Liability
 
No Party shall have any Liability to any other Party in the event that any information exchanged or provided pursuant to this Agreement is found to be inaccurate in the absence of gross negligence or willful misconduct by the Party providing such information.  No Party shall have any Liability to any other Party if any information is destroyed after commercially reasonable efforts by such Party to comply with the provisions of Section 5.4.
 
5.6            Other Agreements Providing for Exchange of Information.
 
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Any Party that receives, pursuant to request for information in accordance with this Article V, Tangible Information that is not relevant to its request shall (i) return it to the providing Party or, at the providing Party’s request, destroy such Tangible Information; and (ii) deliver to the providing Party written confirmation that such Tangible Information was returned or destroyed, as the case may be, which confirmation shall be signed by an authorized representative of the requesting Party.
 
5.7            Production of Witnesses; Records; Cooperation
 
(a)            After the Effective Time, each Party shall use its commercially reasonable efforts to make available to each other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group (as applicable) as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such Person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder.  The requesting Party shall bear all costs and expenses in connection therewith.
 
(b)            If an Indemnifying Party chooses to defend or to seek to compromise or settle any Third-Party Claim, each other Party shall make available to such Indemnifying Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group  (as applicable) as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such Person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with such defense, settlement or compromise, or such prosecution, evaluation or pursuit, as the case may be, and shall otherwise cooperate in such defense, settlement or compromise, or such prosecution, evaluation or pursuit, as the case may be.
 
(c)            Without limiting the foregoing, the Parties shall cooperate and consult to the extent reasonably necessary with respect to any Actions.
 
(d)            Without limiting any provision of this Section 5.7, each of the Parties agrees to cooperate, and to cause each member of its respective Group (as applicable) to cooperate, with each other in the defense of any infringement or similar claim with respect any Intellectual Property and shall not claim to acknowledge, or permit any member of its respective Group to claim to acknowledge, the validity or infringing use of any Intellectual Property of a third Person in a manner that would hamper or undermine the defense of such infringement or similar claim.
 
(e)            The obligation of the Parties to provide witnesses pursuant to this Section 5.7 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to provide as witnesses inventors and other officers without regard to whether the witness or the employer of the witness could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 5.7(a)).
 
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5.8            Privileged Matters
 
(a)            The Parties recognize that legal and other professional services that have been and will be provided prior to the Effective Time have been and will be rendered for the collective benefit of each of the members of the Company Group and the CORE Group, and that each of the members of the Company Group and the CORE Group should be deemed to be the client with respect to such services for the purposes of asserting all privileges which may be asserted under applicable Law in connection therewith.  The Parties recognize that legal and other professional services will be provided following the Effective Time, which services will be rendered solely for the benefit of the Company Group or the CORE Group, as the case may be.
 
(b)            The Parties agree as follows:
 
(i)            the Company shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the Retained Assets and not to the Transferred Assets, whether or not the Privileged Information is in the possession or under the control of any member of the Company Group or any member of the CORE Group.  The Company shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any Retained Liabilities, whether or not the Privileged Information is in the possession or under the control of any member of the Company Group or any member of the CORE Group; and
 
(ii)            CORE and CORE Minerals shall be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the Transferred Assets and not to the Retained Assets, whether or not the Privileged Information is in the possession or under the control of any member of the CORE Group or any member of the Company Group.  CORE and CORE Minerals shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to any Assumed Liabilities, whether or not the Privileged Information is in the possession or under the control of any member of the CORE Group or any member of the Company Group.
 
(iii)            If the Parties do not agree as to whether certain information is Privileged Information, then such information shall be treated as Privileged Information, and the Party that believes that such information is Privileged Information shall be entitled to control the assertion or waiver of all privileges and immunities in connection with any such information unless the Parties otherwise agree.  The Parties shall use the procedures set forth in Article VIII to resolve any disputes as to whether any information relates solely to the Retained Assets, solely to the Transferred Assets, or to both the Retained Assets and the Transferred Assets.
 
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(c)            Subject to the remaining provisions of this Section 5.8, the Parties agree that they shall have a shared privilege or immunity with respect to all privileges and immunities not allocated pursuant to Section 5.8(b) and all privileges and immunities relating to any Actions or other matters that involve both Parties (or one or more members of their respective Groups) and in respect of which both Parties have Liabilities under this Agreement, and that no such shared privilege or immunity may be waived by either Party without the consent of the other Party.
 
(d)            If any dispute arises between the Parties or any members of their respective Group regarding whether a privilege or immunity should be waived to protect or advance the interests of either Party and/or any member of their respective Group, each Party agrees that it shall (i) negotiate with the other Party in good faith; (ii) endeavor to minimize any prejudice to the rights of the other Party; and (iii) not unreasonably withhold consent to any request for waiver by the other Party.  Further, each Party specifically agrees that it shall not withhold its consent to the waiver of a privilege or immunity for any purpose except in good faith to protect its own legitimate interests.
 
(e)            In the event of any adversarial Action or dispute between the Company and CORE or CORE Minerals or, or any members of their respective Groups, either Party may waive a privilege in which the other Party or member of such other Party’s Group has a shared privilege, without obtaining consent pursuant to Section 5.8(c); provided, that such waiver of a shared privilege shall be effective only as to the use of information with respect to the Action between the Parties and/or the applicable members of their respective Groups, and shall not operate as a waiver of the shared privilege with respect to any Third Party.
 
(f)            Upon receipt by either Party, or by any member of its respective Group, of any subpoena, discovery or other request that may reasonably be expected to result in the production or disclosure of Privileged Information subject to a shared privilege or immunity or as to which another Party has the sole right hereunder to assert a privilege or immunity, or if either Party obtains knowledge that any of its, or any member of its respective Group’s, current or former directors, officers, agents or employees have received any subpoena, discovery or other requests that may reasonably be expected to result in the production or disclosure of such Privileged Information, such Party shall promptly notify the other Party of the existence of the request within five (5) business days following the receipt of any such subpoena, discovery or other request and shall provide the other Party a reasonable opportunity to review the Privileged Information and to assert any rights it or they may have under this Section 5.8 or otherwise, to prevent the production or disclosure of such Privileged Information.
 
(g)            Any furnishing of, or access or transfer of, any information pursuant to this Agreement is made in reliance on the agreement of the Company and CORE Minerals set forth in this Section 5.8 and in Section 5.9 to maintain the confidentiality of Privileged Information and to assert and maintain all applicable privileges and immunities.  The Parties agree that their respective rights to any access to information, witnesses and other Persons, the furnishing of notices and documents and other cooperative efforts between the Parties contemplated by this Agreement, and the transfer of Privileged Information between the Parties and members of their respective Groups pursuant to this Agreement, shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.
 
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(h)            In connection with any matter contemplated by Section 5.7 or this Section 5.8, the Parties agree to, and to cause the applicable members of their Group to, use commercially reasonable efforts to maintain their respective separate and joint privileges and immunities, including by executing joint defense and/or common interest agreements where necessary or useful for this purpose.
 
5.9            Confidentiality
 
(a)            Confidentiality.  Subject to Section 5.10, from and after the Effective Time until the five (5) year anniversary of the Effective Time, each of the Parties, on behalf of itself and each member of its respective Group (as applicable), agrees to hold, and to cause its respective Representatives to hold, in strict confidence, with at least the same degree of care that applies to its own confidential and proprietary information pursuant to policies in effect as of the Effective Time, all confidential and proprietary information concerning any other Party or any member of such other Party’s Group or their respective businesses (as applicable) that is either in its possession (including confidential and proprietary information in its possession prior to the date hereof) or furnished by any such other Party or any member of such Party’s Group (as applicable) or their respective Representatives at any time pursuant to this Agreement, the CORE Purchase Agreement or the Royal Purchase Agreement, as applicable, and shall not use any such confidential and proprietary information other than for such purposes as shall be expressly permitted hereunder or thereunder, except, in each case, to the extent that such confidential and proprietary information has been (i) in the public domain or generally available to the public, other than as a result of a disclosure by such Party or any member of such Party’s Group (as applicable) or any of their respective Representatives in violation of this Agreement or any other confidentiality restriction applicable on such Person, (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group, as applicable) which sources are not themselves bound by a confidentiality obligation or other contractual, legal or fiduciary obligation of confidentiality with respect to such confidential and proprietary information, or (iii) independently developed or generated without reference to or use of any proprietary or confidential information of the other Party or any member of such Party’s Group.  If any confidential and proprietary information of one Party or any member of its Group (as applicable) is disclosed to any other Party or any member of such other Party’s Group (as applicable) in connection with providing services to such first Party or any member of such first Party’s Group (as applicable) under this Agreement or the CORE Purchase Agreement then such disclosed confidential and proprietary information shall be used only as required to perform such services.
 
(b)            No Release; Return or Destruction.  Each Party agrees not to release or disclose, or permit to be released or disclosed, any information addressed in Section 5.9(a) to any other Person, except its Representatives who need to know such information in their capacities as such (who shall be advised of their obligations hereunder with respect to such information), and except in compliance with Section 5.10.  Without limiting the foregoing, when any such information is no longer needed for the purposes contemplated by this Agreement or the CORE Purchase Agreement, each Party will promptly after request of the other Party either return to the other Party all such information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or notify the other Party in writing that it has destroyed such information (and such copies thereof and such notes, extracts or summaries based thereon).
 
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(c)            Third-Party Information; Privacy or Data Protection Laws.  Each Party acknowledges that it and members of its Group (as applicable) may presently have and, following the Effective Time, may gain access to or possession of confidential or proprietary information of, or personal information relating to, Third Parties (i) that was received under confidentiality or non-disclosure Contracts entered into between such Third Parties, on the one hand, and the other Party or members of such Party’s Group (as applicable), on the other hand, prior to the Effective Time; or (ii) that, as between the Parties, was originally collected by another Party or members of such Party’s Group (as applicable) and that may be subject to and protected by privacy, data protection or other applicable Laws.  Each Party agrees that it shall hold, protect and use, and shall cause the members of its Group (as applicable) and its and their respective Representatives to hold, protect and use, in strict confidence the confidential and proprietary information of, or personal information relating to, Third Parties in accordance with privacy, data protection or other applicable Laws and the terms of any Contracts that were either entered into before the Effective Time or affirmative commitments or representations that were made before the Effective Time by, between or among the other Party or members of the other Party’s Group (as applicable), on the one hand, and such Third Parties, on the other hand.
 
5.10            Protective Arrangements
 
In the event that a Party or any member of its Group (as applicable) either determines on the advice of its counsel that it is required to disclose any information pursuant to applicable Law or receives any request or demand under lawful process or from any Governmental Entity to disclose or provide information of another Party (or any member of the other Party’s Group) that is subject to the confidentiality provisions hereof, such Party shall notify such other Party (to the extent legally permitted) as promptly as practicable under the circumstances prior to disclosing or providing such information and shall cooperate, at the expense of the other Party, in seeking any appropriate protective order requested by the other Party.  In the event that such other Party fails to receive such appropriate protective order in a timely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such information shall actually prejudice the Party receiving the request or demand, then the Party that received such request or demand may thereafter disclose or provide information to the extent required by such Law (as so advised by its counsel) or by lawful process or such Governmental Entity, and the disclosing Party shall promptly provide the other Party with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such information was disclosed, in each case to the extent legally permitted.
 
ARTICLE VI
FURTHER ASSURANCES AND ADDITIONAL COVENANTS
 
6.1            Further Assurances
 
(a)            In addition to the actions specifically provided for elsewhere in this Agreement, the CORE Purchase Agreement or the Royal Purchase Agreement, each of the Parties shall use its reasonable best efforts, prior to, on and after the Effective Time, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable Laws, regulations and agreements to consummate and make effective the transactions contemplated by this Agreement.
 
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(b)            Without limiting the foregoing, prior to, on and after the Effective Time, each Party hereto shall cooperate with each other Party, and without any further consideration, but at the expense of the requesting Party, to execute and deliver, or use its reasonable best efforts to cause to be executed and delivered, all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all Approvals or Notifications of, any Governmental Entity or any other Person under any Permit or Contract (including any consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by the other Party from time to time, consistent with the terms of this Agreement in order to effectuate the provisions and purposes of this Agreement and the transfers of the Transferred Assets and the Retained Assets and the assignment and assumption of the Assumed Liabilities and the Retained Liabilities and the other transactions contemplated hereby and thereby.  Without limiting the foregoing, each Party will, at the reasonable request, cost and expense of any other Party, take such other actions as may be reasonably necessary to vest in such other Party good and marketable title to the Assets allocated to such Party under this Agreement, free and clear of any Security Interest, if and to the extent it is practicable to do so.
 
(c)            On or prior to the Effective Time, the Company and CORE in their respective capacities as direct and indirect equityholders of the members of their Groups, shall each ratify any actions which are reasonably necessary or desirable to be taken by the Company, CORE, for themselves and for and on behalf of all members of their respective Groups, as the case may be, to effectuate the transactions contemplated by this Agreement.
 
6.2            Tax Matters
 
(a)            Tax Cooperation.  The Parties shall cooperate in good faith as and to the extent reasonably requested by any other Party, in connection with the filing of Tax returns and any Tax proceeding with respect to Taxes imposed on or with respect to the operations or activities of the Company Group and the CORE Group, or any transaction contemplated in this Agreement.  Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information which are reasonably relevant to any such Tax return or Tax proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.
 
(b)            Tax Treatment.  The Parties agree to treat the transactions contemplated in this Agreement as follows for applicable federal, state, and local Tax purposes (i) (a) any payment required by this Agreement (other than payments with respect to interest accruing after the Effective Time) as either a contribution by the Company to CORE Minerals or a distribution by CORE Minerals to the Company, as the case may be, occurring immediately prior to the Effective Time or as a payment of an Assumed Liability or a Retained Liability; and (b) any payment of interest as taxable or deductible, as the case may be, to the Party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in either case except as otherwise required by applicable Law; (ii) the contribution of the Transferred Assets from the Company to CORE Minerals as a transfer between a disregarded entity and its sole owner; (iii) the distribution by the Company to CORE of the 100% of the membership interests in CORE Minerals as a distribution subject to Sections 731, 737, and 751(b) of the Code, and the related provisions of the Code and Treasury Regulations thereunder; and (iv) the distribution by the Company to Royal Alaska of the New Silver Royalty and the CORE Minerals Royalty as a distribution subject to Sections 731, 737, and 751(b) of the Code, and the related provisions of the Code and Treasury Regulations thereunder. No Party or their Affiliates shall take any positions inconsistent with the foregoing unless otherwise required by Law unless there is a final determination pursuant to Section 1313 of the Code to the contrary.

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(c)            Withholding.  Each Party shall be entitled to deduct and withhold from any amounts otherwise payable or deliverable to any other Party or any Affiliate thereof (and such Party and its Affiliates shall indemnify, defend and hold harmless the paying party and its Affiliates against) such amounts as may be required to be deducted or withheld therefrom under Law; provided that a paying Party shall use commercially reasonable efforts to provide to the other Party notice of any amounts otherwise payable that it intends to deduct and withhold at least fifteen (15) days prior to making such withholding, and the Parties shall use commercially reasonable efforts to reduce or eliminate such withholding.  To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes as having been paid to the Person to whom such amounts would otherwise have been paid absent such deduction or withholding.
 
(d)            FIRPTA Compliance.  The transferor of any assets pursuant to the terms of this Agreement shall have the obligation, responsibility and liability for any FIRPTA Compliance that may apply.
 
(e)            Transfer Taxes.  Any Party that is the transferor of an asset pursuant to the terms of this Agreement that results in the imposition of Transfer Taxes shall be liable for the payment of such Transfer Taxes and shall indemnify and hold harmless all other Parties under this Agreement for the liability resulting from the imposition of such Transfer Taxes.
 
6.3            Post-Effective Time Conduct
 
The Parties acknowledge that, after the Effective Time, each Party shall be independent of each other Party, with responsibility for its own actions and inactions and its own Liabilities relating to, arising out of or resulting from the conduct of its business, operations and activities following the Effective Time and each Party shall (except as otherwise provided in Article III) use commercially reasonable efforts to prevent such Liabilities from being inappropriately borne by any other Party.
 
6.4            Successors
 
If CORE Minerals or any of its successors or assigns (a) consolidates with or merges with or into any other Person and is not the continuing or surviving corporation, partnership or other entity of such consolidation or merger, or (b) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision will be made so that the successors and assigns of CORE Minerals assume the obligations set forth in Section 3.2.
 
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6.5            Tag-Along Right; Drag Right
 
If and only if the Royal Purchase Agreement Closing pursuant to the Royal Purchase Agreement occurs, and effective immediately prior to the Royal Purchase Agreement Closing, (i) CORE and CORE Alaska waive the Tag-Along Right, as defined in the Company LLC Agreement solely with respect to the Royal Gold Acquisition, (ii) Royal Gold and Royal Alaska waive the Drag Right, as defined in the Company LLC Agreement and (iii) each of Royal Alaska and CORE Alaska waive compliance with the requirements set forth in Section 15.2(a) of the Company LLC Agreement.  If and only if the CORE Purchase Agreement Closing pursuant to the CORE Purchase Agreement occurs, and effective immediately prior to closing under the CORE Purchase Agreement, Royal Gold and Royal Alaska waive the Tag-Along Right, as defined in the Company LLC Agreement, solely with respect to the CORE Acquisition.
 
ARTICLE VII
RESERVED
 
ARTICLE VIII
MISCELLANEOUS
 
8.1            Counterparts; Entire Agreement; Authorization
 
(a)            This Agreement may be executed and delivered in any number of counterparts (including by facsimile or electronic transmission), each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument. This Agreement will become effective when each Party to this Agreement will have received counterparts signed by all of the other Parties.
 
(b)            This Agreement (including the schedules, exhibits and appendices hereto) constitutes the entire agreement, and supersedes all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings among the Parties with respect to the subject matter hereof.
 
(c)            Each of the Parties represents as follows:
 
(i)            each such Person has all necessary corporate or limited liability company power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby; and
 
(ii)            this Agreement to which it is a party has been duly authorized by all necessary corporate or limited liability company action on the part of the such Party and no other corporate proceedings on the part of such Party are necessary to approve this Agreement or to consummate the Separation.
 
8.2            Governing Law
 
This Agreement shall be governed by and construed in accordance with, including as to validity, interpretation and effect, the internal Laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Delaware.
 
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8.3            Submission to Jurisdiction
 
Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any Party or its Affiliates against any other Party or its Affiliates shall be brought and determined exclusively in the Court of Chancery of the State of Delaware, provided that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding shall be brought exclusively in any federal court located in the State of Delaware.  Each of the Parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby.  Each of the Parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware.  Each of the Parties further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient.  Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
 
8.4            Waiver of Jury Trial
 
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION; (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.4.
 
8.5            Assignability
 
Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by any party without the prior written consent of the other party, and any such assignment without the prior written consent of the other parties, and any such assignment without the prior written consent shall be null and void.  Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns.
 
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8.6            Third-Party Beneficiaries
 
Other than Skip, and except for the indemnification rights under this Agreement of any the Company Indemnitee or CORE Indemnitee in their respective capacities as such, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.
 
8.7            Notices
 
All notices, and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of the receipt, if delivered personally, (b) on the date of receipt, if delivered by facsimile or e-mail during business hours on a business day or, if delivered outside of normal business hours on a business day, on the first business day thereafter, (c) on the first business day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier, or (d) on the earlier of confirmed receipt of the fifth business day following the mailing if delivered by registered or certified mail, return receipt requested, postage prepaid.  All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instruments as may be designated in writing by the party to receive such notice be:
 
If to the Company, to:

Peak Gold, LLC
c/o Kinross Gold U.S.A., Inc.
5075 S. Syracuse Street, 8th Floor
Denver, Colorado 80237 Attention:  General Counsel
E-mail:

If to CORE, CORE Alaska, or CORE Minerals, to:

Contango ORE, Inc.
3700 Buffalo Speedway, Suite 925
Houston, Texas, 77098
Attention: Rick Van Nieuwenhuyse, President & Chief Executive Officer
E-mail:

If to Royal Gold, to:

Royal Gold, Inc.
1144 15th Street, Suite 2500
Denver, Colorado 80202
Email: 
Attention: Notices

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If to Royal Alaska prior to the Royal Purchase Agreement Closing, to:

Royal Gold, Inc.
1144 15th Street, Suite 2500
Denver, Colorado 80202
Email: 
Attention: Notices

If to Royal Alaska after the Royal Purchase Agreement Closing, to:

Royal Alaska, LLC
c/o Kinross Gold U.S.A., Inc.
5075 S. Syracuse Street, 8th Floor
Denver, Colorado 80237
Attention: General Counsel
E-mail: 

or to such other persons, addresses or facsimile numbers as may be designated in writing by the person entitled to receive such communication as provided above.

8.8            Severability
 
If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as either the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party or such party waives its rights under this Section 8.8 with respect thereto.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
 
8.9            No Set-Off
 
Except as mutually agreed to in writing by the Parties, no Party nor any member of such Party’s group shall have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement; or (b) any other amounts claimed to be owed to the other Party or any member of its Group arising out of this Agreement.
 
8.10            Publicity
 
Prior to the Effective Time, each of CORE and the Company shall, and shall cause each of their respective Affiliates and Representatives to, consult with each other prior to issuing any press releases or otherwise making public statements with respect to the Separation or any of the other transactions contemplated hereby and prior to making any filings with any Governmental Entity with respect thereto, except as may be required by applicable Law.
 
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8.11            Expenses
 
Except as otherwise expressly set forth in this Agreement, and except as otherwise agreed to in writing by the Parties, all costs and expenses, including Taxes, incurred or accrued in connection with the preparation, execution, delivery and implementation and the consummation of the transactions contemplated hereby (including any and all fees and expenses payable to third-party advisors) shall be borne by the Person incurring such costs and expenses.
 
8.12            Survival of Covenants
 
Except as expressly set forth in this Agreement, the covenants, representations or warranties contained in this Agreement or in any instrument delivered pursuant to this Agreement, shall survive the Effective Time and shall remain in full force and effect.
 
8.13            Waivers of Default
 
Waiver by a Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the other Party.  No failure or delay by a Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.
 
8.14            Specific Performance
 
The parties agree that irreparable damage would occur in the event that the parties do not perform the provisions of this Agreement in accordance with its terms or otherwise breach such provisions.  Subject to the provisions of this Agreement, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to an injunction, specific performance or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.  Each of the Parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any Law to post security as a prerequisite to obtaining equitable relief.
 
8.15            Amendments
 
No provisions of this Agreement shall be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing and signed on behalf of each of the parties, and, prior to the Effective Time, no Party shall, without the prior written consent of Skip, make any amendment, waiver (including any related determination under Section 3.1(b)), supplement or modification of this Agreement in a manner that is materially adverse to the Company or Skip or that would prevent or materially impede consummation of the CORE Acquisition or the Royal Gold Acquisition.
 
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8.16            Interpretation
 
When a reference is made in this Agreement to an Article, Section, paragraph or clause, such reference shall be to an Article, Section, paragraph or clause of this Agreement unless otherwise indicated.  The table of contents and headings contained in this Agreement are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  All words used in this Agreement will be construed to be of such gender as the circumstances require, and in the singular or plural as the circumstances require.  The word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified.  The words “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The word “or” is not exclusive.  The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” The words “asset” and “property” shall be deemed to have the same meaning, and to refer to all assets and properties, whether real or personal, tangible or intangible.  Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated.  References to any Law include references to any associated rules, regulations and official guidance with respect thereto.  References to a Person are also to its predecessors, successors and assigns.  Unless otherwise specifically indicated, all references to “dollars” and “$” are references to the lawful money of the United States of America.  References to “days” mean calendar days unless otherwise specified.  Each party hereto has been represented by counsel in connection with this Agreement and the transactions contemplated hereby and, accordingly, any rule of Law or any legal doctrine that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.  References to the “transactions contemplated by this Agreement” or words of similar import shall refer to all transactions contemplated by this Agreement and the Schedules attached hereto, including the Separation.
 
8.17            Performance
 
Each Party (including its permitted successors and assigns) agrees that it will (a) give timely notice of the terms, conditions and continuing obligations contained in this Agreement to all of the other members of its Group and (b) cause all of the other members of its Group not to take any action or fail to take any such action inconsistent with such Party’s obligations under this Agreement or the transactions contemplated hereby or thereby.
 
8.18            Mutual Drafting
 
This Agreement shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable.
 
[Remainder of page intentionally left blank]
 
38
IN WITNESS WHEREOF, the parties have caused this Separation and Distribution Agreement to be executed by their duly authorized representatives as of the date first written above.
 
 
PEAK GOLD, LLC
By: Royal Alaska, LLC, its Manager
   
     
By:
/s/ William Heissenbuttel
   
 
Name: William Heissenbuttel
Title: President
   

CORE MINERALS ALASKA, LLC
   
     
By:
/s/ Rick Van Nieuwenhuyse
   
 
Name: Rick Van Nieuwenhuyse
Title: President and Chief Executive Officer
   
       
CONTANGO ORE, INC.
   
     
By:
/s/ Rick Van Nieuwenhuyse
   
 
Name: Rick Van Nieuwenhuyse
Title: President and Chief Executive Officer
   

CORE ALASKA, LLC
   
     
By:
/s/ Rick Van Nieuwenhuyse
   
 
Name: Rick Van Nieuwenhuyse
Title: President and Chief Executive Officer
   

ROYAL GOLD, INC.
 
By:
/s/ William Heissenbuttel
   
 
Name: William Heissenbuttel
Title: President and CEO
   

ROYAL ALASKA, LLC
 
By:
/s/ William Heissenbuttel
   
 
Name: William Heissenbuttel
Title: President
   
 


Schedule I - Exploration Properties
 
Copper River Meridian, Fairbanks Recording District, AK


 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC
or     Traditional
1/4 or
1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment Document Number
614253
TOK 1
2/17/2010
MCL
Trad
 
16N
13E
9
NW
NW
3/1/2010
2010-002885
3/31/2010
2010-005089
614254
TOK 2
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
9
NW
SW
3/1/2010
2010-002886
   
614255
TOK 3
2/17/2010
MCL
Trad
 
16N
13E
9
NW
SE
3/1/2010
2010-002887
3/31/2010
2010-005090
614256
TOK 4
2/17/2010
MCL
Trad
 
16N
13E
9
NE
SW
3/1/2010
2010-002888
3/31/2010
2010-005091
614257
TOK 5
2/17/2010
MCL
MTRSC
1/4
16N
13E
8
SE
 
3/1/2010
2010-002889
   
614258
TOK 6
2/17/2010
MCL
MTRSC
1/4
16N
13E
9
SW
 
3/1/2010
2010-002890
   
614259
TOK 7
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
9
SE
NW
3/1/2010
2010-002891
   
614260
TOK 8
2/17/2010
MCL
Trad
 
16N
13E
9
SE
NE
3/1/2010
2010-002892
3/31/2010
2010-005092
614261
TOK 9
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
9
SE
SW
3/1/2010
2010-002893
   
614262
TOK 10
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
9
SE
SE
3/1/2010
2010-002894
   
614263
TOK 11
2/17/2010
MCL
Trad
 
16N
13E
10
SW
SW
3/1/2010
2010-002895
3/31/2010
2010-005093
614264
TOK 12
2/17/2010
MCL
Trad
 
16N
13E
10
SW
SE
3/1/2010
2010-002896
3/31/2010
2010-005094
614265
TOK 13
2/17/2010
MCL
MTRSC
1/4
16N
12E
13
NE
 
3/1/2010
2010-002897
   
614266
TOK 14
2/17/2010
MCL
MTRSC
1/4
16N
13E
18
NW
 
3/1/2010
2010-002898
   
614267
TOK 15
2/17/2010
MCL
MTRSC
1/4
16N
13E
18
NE
 
3/1/2010
2010-002899
   
614268
TOK 16
2/17/2010
MCL
MTRSC
1/4
16N
13E
17
NW
 
3/1/2010
2010-002900
   
614269
TOK 17
2/17/2010
MCL
MTRSC
1/4
16N
13E
17
NE
 
3/1/2010
2010-002901
   
614270
TOK 18
2/17/2010
MCL
MTRSC
1/4
16N
13E
16
NW
 
3/1/2010
2010-002902
   
614271
TOK 19
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
16
NE
NW
3/1/2010
2010-002903
   
614272
TOK 20
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
16
NE
NE
3/1/2010
2010-002904
   
614273
TOK 21
2/17/2010
MCL
Trad
 
16N
13E
15
NW
NW
3/1/2010
2010-002905
3/31/2010
2010-005095
614274
TOK 22
2/17/2010
MCL
Trad
 
16N
13E
16
NE
SW
3/1/2010
2010-002906
3/31/2010
2010-005096
614275
TOK 23
2/17/2010
MCL
Trad
 
16N
13E
16
NE
SE
3/1/2010
2010-002907
3/31/2010
2010-005097
614276
TOK 24
2/17/2010
MCL
Trad
 
16N
13E
15
NW
SW
3/1/2010
2010-002908
3/31/2010
2010-005098
614277
TOK 25
2/17/2010
MCL
MTRSC
1/4
16N
12E
14
SE
 
3/1/2010
2010-002909
   
614278
TOK 26
2/17/2010
MCL
MTRSC
1/4
16N
12E
13
SW
 
3/1/2010
2010-002910
   
614279
TOK 27
2/17/2010
MCL
MTRSC
1/4
16N
12E
13
SE
 
3/1/2010
2010-002911
   
614280
TOK 28
2/17/2010
MCL
MTRSC
1/4
16N
13E
18
SW
 
3/1/2010
2010-002912
   
614281
TOK 29
2/17/2010
MCL
MTRSC
1/4
16N
13E
18
SE
 
3/1/2010
2010-002913
   
614282
TOK 30
2/17/2010
MCL
MTRSC
1/4
16N
13E
17
SW
 
3/1/2010
2010-002914
   
614283
TOK 31
2/17/2010
MCL
MTRSC
1/4
16N
13E
17
SE
 
3/1/2010
2010-002915
   
614284
TOK 32
2/17/2010
MCL
MTRSC
1/4
16N
13E
16
SW
 
3/1/2010
2010-002916
   
614285
TOK 33
2/17/2010
MCL
Trad
 
16N
13E
16
SE
NW
3/1/2010
2010-002917
3/31/2010
2010-005099
614286
TOK 34
2/17/2010
MCL
Trad
 
16N
13E
16
SE
SW
3/1/2010
2010-002918
3/31/2010
2010-005100
614287
TOK 35
2/17/2010
MCL
MTRSC
1/4
16N
12E
23
NW
 
3/1/2010
2010-002919
   
614288
TOK 36
2/17/2010
MCL
MTRSC
1/4
16N
12E
23
NE
 
3/1/2010
2010-002920
   
614289
TOK 37
2/17/2010
MCL
MTRSC
1/4
16N
12E
24
NW
 
3/1/2010
2010-002921
   
614290
TOK 38
2/17/2010
MCL
MTRSC
1/4
16N
12E
24
NE
 
3/1/2010
2010-002922
   


Page 1 of 30
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC
or     Traditional
1/4 or
1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment Document Number
614291
TOK 39
2/17/2010
MCL
MTRSC
1/4
16N
13E
19
NW
 
3/1/2010
2010-002923
   
614292
TOK 40
2/17/2010
MCL
MTRSC
1/4
16N
13E
19
NE
 
3/1/2010
2010-002924
   
614293
TOK 41
2/17/2010
MCL
MTRSC
1/4
16N
13E
20
NW
 
3/1/2010
2010-002925
   
614294
TOK 42
2/17/2010
MCL
MTRSC
1/4
16N
13E
20
NE
 
3/1/2010
2010-002926
   
614295
TOK 43
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
21
NW
NW
3/1/2010
2010-002927
   
614296
TOK 44
2/17/2010
MCL
Trad
 
16N
13E
21
NW
NE
3/1/2010
2010-002928
3/31/2010
2010-005101
614297
TOK 45
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
21
NW
SW
3/1/2010
2010-002929
   
614298
TOK 46
2/17/2010
MCL
Trad
 
16N
13E
21
NW
SE
3/1/2010
2010-002930
3/31/2010
2010-005102
614299
TOK 47
2/17/2010
MCL
MTRSC
1/4
16N
12E
22
SE
 
3/1/2010
2010-002931
   
614300
TOK 48
2/17/2010
MCL
MTRSC
1/4
16N
12E
23
SW
 
3/1/2010
2010-002932
   
614301
TOK 49
2/17/2010
MCL
MTRSC
1/4
16N
12E
23
SE
 
3/1/2010
2010-002933
   
614302
TOK 50
2/17/2010
MCL
MTRSC
1/4
16N
12E
24
SW
 
3/1/2010
2010-002934
   
614303
TOK 51
2/17/2010
MCL
MTRSC
1/4
16N
12E
24
SE
 
3/1/2010
2010-002935
   
614304
TOK 52
2/17/2010
MCL
MTRSC
1/4
16N
13E
19
SW
 
3/1/2010
2010-002936
   
614305
TOK 53
2/17/2010
MCL
MTRSC
1/4
16N
13E
19
SE
 
3/1/2010
2010-002937
   
614306
TOK 54
2/17/2010
MCL
MTRSC
1/4
16N
13E
20
SW
 
3/1/2010
2010-002938
   
614307
TOK 55
2/17/2010
MCL
MTRSC
1/4
16N
13E
20
SE
 
3/1/2010
2010-002939
   
614308
TOK 56
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
21
SW
NW
3/1/2010
2010-002940
   
614309
TOK 57
2/17/2010
MCL
Trad
 
16N
13E
21
SW
NE
3/1/2010
2010-002941
3/31/2010
2010-005103
614310
TOK 58
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
21
SW
SW
3/1/2010
2010-002942
   
614311
TOK 59
2/17/2010
MCL
Trad
 
16N
13E
21
SW
SE
3/1/2010
2010-002943
3/31/2010
2010-005104
614312
TOK 60
2/17/2010
MCL
Trad
 
16N
13E
21
SE
SW
3/1/2010
2010-002944
3/31/2010
2010-005105
614313
TOK 61
2/17/2010
MCL
MTRSC
1/4
16N
12E
27
NW
 
3/1/2010
2010-002945
   
614314
TOK 62
2/17/2010
MCL
MTRSC
1/4
16N
12E
27
NE
 
3/1/2010
2010-002946
   
614315
TOK 63
2/17/2010
MCL
MTRSC
1/4
16N
12E
26
NW
 
3/1/2010
2010-002947
   
614316
TOK 64
2/17/2010
MCL
MTRSC
1/4
16N
12E
26
NE
 
3/1/2010
2010-002948
   
614317
TOK 65
2/17/2010
MCL
MTRSC
1/4
16N
12E
25
NW
 
3/1/2010
2010-002949
   
614318
TOK 66
2/17/2010
MCL
MTRSC
1/4-1/4
16N
12E
25
NE
NW
3/1/2010
2010-002950
   
614319
TOK 67
2/17/2010
MCL
MTRSC
1/4-1/4
16N
12E
25
NE
NE
3/1/2010
2010-002951
   
614320
TOK 68
2/17/2010
MCL
MTRSC
1/4-1/4
16N
12E
25
NE
SW
3/1/2010
2010-002952
   
614321
TOK 69
2/17/2010
MCL
Trad
 
16N
12E
25
NE
SE
3/1/2010
2010-002953
3/31/2010
2010-005106
614322
TOK 70
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
30
NW
NW
3/1/2010
2010-002954
   
614323
TOK 71
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
30
NW
NE
3/1/2010
2010-002955
   
614324
TOK 72
2/17/2010
MCL
Trad
 
16N
13E
30
NW
SW
3/1/2010
2010-002956
3/31/2010
2010-005107
614325
TOK 73
2/17/2010
MCL
Trad
 
16N
13E
30
NW
SE
3/1/2010
2010-002957
3/31/2010
2010-005108
614326
TOK 74
2/17/2010
MCL
MTRSC
1/4
16N
13E
30
NE
 
3/1/2010
2010-002958
   
614327
TOK 75
2/17/2010
MCL
MTRSC
1/4
16N
13E
29
NW
 
3/1/2010
2010-002959
   
614328
TOK 76
2/17/2010
MCL
MTRSC
1/4
16N
13E
29
NE
 
3/1/2010
2010-002960
   
614329
TOK 77
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
28
NW
NW
3/1/2010
2010-002961
   
614330
TOK 78
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
28
NW
NE
3/1/2010
2010-002962
   

Page 2 of 30
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC
or     Traditional
1/4 or
1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment Document Number
614331
TOK 79
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
28
NW
SW
3/1/2010
2010-002963
   
614332
TOK 80
2/17/2010
MCL
Trad
 
16N
13E
28
NW
SE
3/1/2010
2010-002964
3/31/2010
2010-005109
614333
TOK 81
2/17/2010
MCL
Trad
 
16N
13E
28
NE
NW
3/1/2010
2010-002965
3/31/2010
2010-005110
614334
TOK 82
2/17/2010
MCL
Trad
 
16N
13E
28
NE
SW
3/1/2010
2010-002966
3/31/2010
2010-005111
614335
TOK 83
2/17/2010
MCL
MTRSC
1/4
16N
12E
28
SE
 
3/1/2010
2010-002967
   
614336
TOK 84
2/17/2010
MCL
MTRSC
1/4
16N
12E
27
SW
 
3/1/2010
2010-002968
   
614337
TOK 85
2/17/2010
MCL
MTRSC
1/4
16N
12E
27
SE
 
3/1/2010
2010-002969
   
614338
TOK 86
2/17/2010
MCL
MTRSC
1/4
16N
12E
26
SW
 
3/1/2010
2010-002970
   
614339
TOK 87
2/17/2010
MCL
MTRSC
1/4
16N
12E
26
SE
 
3/1/2010
2010-002971
   
614340
TOK 88
2/17/2010
MCL
MTRSC
1/4
16N
12E
25
SW
 
3/1/2010
2010-002972
   
614341
TOK 89
2/17/2010
MCL
Trad
 
16N
12E
25
SE
NW
3/1/2010
2010-002973
3/31/2010
2010-005112
614342
TOK 90
2/17/2010
MCL
Trad
 
16N
12E
25
SE
SW
3/1/2010
2010-002974
3/31/2010
2010-005113
614343
TOK 91
2/17/2010
MCL
Trad
 
16N
13E
29
SW
NW
3/1/2010
2010-002975
3/31/2010
2010-005114
614344
TOK 92
2/17/2010
MCL
Trad
 
16N
13E
29
SW
NE
3/1/2010
2010-002976
3/31/2010
2010-005115
614345
TOK 93
2/17/2010
MCL
Trad
 
16N
13E
29
SE
NW
3/1/2010
2010-002977
3/31/2010
2010-005116
614346
TOK 94
2/17/2010
MCL
Trad
 
16N
13E
29
SE
NE
3/1/2010
2010-002978
3/31/2010
2010-005117
614347
TOK 95
2/17/2010
MCL
Trad
 
16N
13E
28
SW
NW
3/1/2010
2010-002979
3/31/2010
2010-005118
614348
TOK 96
2/17/2010
MCL
MTRSC
1/4
16N
12E
33
NW
 
3/1/2010
2010-002980
   
614349
TOK 97
2/17/2010
MCL
MTRSC
1/4
16N
12E
33
NE
 
3/1/2010
2010-002981
   
614350
TOK 98
2/17/2010
MCL
MTRSC
1/4
16N
12E
34
NW
 
3/1/2010
2010-002982
   
614351
TOK 99
2/17/2010
MCL
MTRSC
1/4-1/4
16N
12E
34
NE
NW
3/1/2010
2010-002983
   
614352
TOK 100
2/17/2010
MCL
MTRSC
1/4-1/4
16N
12E
34
NE
NE
3/1/2010
2010-002984
   
614353
TOK 101
2/17/2010
MCL
Trad
 
16N
12E
34
NE
SW
3/1/2010
2010-002985
3/31/2010
2010-005119
614354
TOK 102
2/17/2010
MCL
Trad
 
16N
12E
34
NE
SE
3/1/2010
2010-002986
3/31/2010
2010-005120
614355
TOK 103
2/17/2010
MCL
Trad
 
16N
12E
35
NW
NW
3/1/2010
2010-002987
3/31/2010
2010-005121
614356
TOK 104
2/17/2010
MCL
MTRSC
1/4-1/4
16N
12E
35
NW
NE
3/1/2010
2010-002988
   
614357
TOK 105
2/17/2010
MCL
Trad
 
16N
12E
35
NW
SE
3/1/2010
2010-002989
3/31/2010
2010-005122
614358
TOK 106
2/17/2010
MCL
MTRSC
1/4-1/4
16N
12E
35
NE
NW
3/1/2010
2010-002990
   
614359
TOK 107
2/17/2010
MCL
MTRSC
1/4-1/4
16N
12E
35
NE
NE
3/1/2010
2010-002991
   
614360
TOK 108
2/17/2010
MCL
Trad
 
16N
12E
35
NE
SW
3/1/2010
2010-002992
3/31/2010
2010-005123
614361
TOK 109
2/17/2010
MCL
Trad
 
16N
12E
35
NE
SE
3/1/2010
2010-002993
3/31/2010
2010-005124
614362
TOK 110
2/17/2010
MCL
MTRSC
1/4-1/4
16N
12E
36
NW
NW
3/1/2010
2010-002994
   
614363
TOK 111
2/17/2010
MCL
Trad
 
16N
12E
36
NW
NE
3/1/2010
2010-002995
3/31/2010
2010-005125
614364
TOK 112
2/17/2010
MCL
Trad
 
16N
12E
36
NW
SW
3/1/2010
2010-002996
3/31/2010
2010-005126
614365
TOK 113
2/17/2010
MCL
Trad
 
16N
12E
36
NE
NW
3/1/2010
2010-002997
3/31/2010
2010-005127
614366
TOK 114
2/17/2010
MCL
MTRSC
1/4
16N
12E
32
SW
 
3/1/2010
2010-002998
   
614367
TOK 115
2/17/2010
MCL
MTRSC
1/4
16N
12E
32
SE
 
3/1/2010
2010-002999
   
614368
TOK 116
2/17/2010
MCL
MTRSC
1/4
16N
12E
33
SW
 
3/1/2010
2010-003000
   
614369
TOK 117
2/17/2010
MCL
MTRSC
1/4
16N
12E
33
SE
 
3/1/2010
2010-003001
   
614370
TOK 118
2/17/2010
MCL
MTRSC
1/4-1/4
16N
12E
34
SW
NW
3/1/2010
2010-003002
   

Page 3 of 30
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC
or     Traditional
1/4 or
1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment Document Number
614371
TOK 119
2/17/2010
MCL
Trad
 
16N
12E
34
SW
NE
3/1/2010
2010-003003
3/31/2010
2010-005128
614372
TOK 120
2/17/2010
MCL
Trad
 
16N
12E
34
SW
SW
3/1/2010
2010-003004
3/31/2010
2010-005129
614373
TOK 121
2/17/2010
MCL
Trad
 
16N
12E
34
SW
SE
3/1/2010
2010-003005
3/31/2010
2010-005130
614374
TOK 122
2/17/2010
MCL
Trad
 
16N
12E
34
SE
NW
3/1/2010
2010-003006
3/31/2010
2010-005131
625867
LAD 58
7/7/2019
MCL
MTRSC
1/4
19N
15E
34
   
7/10/2019
2019-010078
   
625868
LAD 59
7/7/2019
MCL
MTRSC
1/4
19N
14E
36
   
7/10/2019
2019-010079
   
625869
LAD 60
7/7/2019
MCL
MTRSC
1/4
19N
14E
36
   
7/10/2019
2019-010080
   
625870
LAD 61
7/7/2019
MCL
MTRSC
1/4
19N
15E
31
   
7/10/2019
2019-010081
   
625871
LAD 62
7/7/2019
MCL
MTRSC
1/4
19N
15E
31
   
7/10/2019
2019-010082
   
625872
LAD 63
7/7/2019
MCL
MTRSC
1/4
19N
15E
32
   
7/10/2019
2019-010083
   
625873
LAD 64
7/7/2019
MCL
MTRSC
1/4
19N
15E
32
   
7/10/2019
2019-010084
   
625874
LAD 65
7/7/2019
MCL
MTRSC
1/4
19N
15E
33
   
7/10/2019
2019-010085
   
625875
LAD 66
7/7/2019
MCL
MTRSC
1/4
19N
15E
33
   
7/10/2019
2019-010086
   
625876
LAD 67
7/7/2019
MCL
MTRSC
1/4
19N
15E
34
   
7/10/2019
2019-010087
   
625877
LAD 68
7/7/2019
MCL
MTRSC
1/4
19N
15E
34
   
7/10/2019
2019-010088
   
625878
LAD 69
7/7/2019
MCL
MTRSC
1/4
18N
14E
1
   
7/10/2019
2019-010089
   
625879
LAD 70
7/7/2019
MCL
MTRSC
1/4
18N
14E
1
   
7/10/2019
2019-010090
   
625880
LAD 71
7/7/2019
MCL
MTRSC
1/4
18N
15E
6
   
7/10/2019
2019-010091
   
625881
LAD 72
7/7/2019
MCL
MTRSC
1/4
18N
15E
6
   
7/10/2019
2019-010092
   
625882
LAD 73
7/7/2019
MCL
MTRSC
1/4
18N
16E
6
   
7/10/2019
2019-010093
   
625883
LAD 74
7/7/2019
MCL
MTRSC
1/4
18N
14E
1
   
7/10/2019
2019-010094
   
625884
LAD 75
7/7/2019
MCL
MTRSC
1/4
18N
15E
6
   
7/10/2019
2019-010095
   
625885
LAD 76
7/7/2019
MCL
MTRSC
1/4
18N
15E
6
   
7/10/2019
2019-010096
   
625886
LAD 77
7/7/2019
MCL
MTRSC
1/4
18N
16E
6
   
7/10/2019
2019-010097
   
625887
LAD 78
7/7/2019
MCL
MTRSC
1/4
18N
15E
7
   
7/10/2019
2019-010098
   
625888
LAD 79
7/7/2019
MCL
MTRSC
1/4
18N
15E
7
   
7/10/2019
2019-010099
   
625889
LAD 80
7/7/2019
MCL
MTRSC
1/4
18N
15E
12
   
7/10/2019
2019-010100
   
625890
LAD 81
7/7/2019
MCL
MTRSC
1/4
18N
15E
12
   
7/10/2019
2019-010101
   
625891
LAD 82
7/7/2019
MCL
MTRSC
1/4
18N
16E
7
   
7/10/2019
2019-010102
   
625892
LAD 83
7/7/2019
MCL
MTRSC
1/4
18N
16E
7
   
7/10/2019
2019-010103
   
625893
LAD 84
7/7/2019
MCL
MTRSC
1/4
18N
15E
8
   
7/10/2019
2019-010104
7/1/2020
2020-009408-0
625894
LAD 85
7/7/2019
MCL
MTRSC
1/4
18N
15E
12
   
7/10/2019
2019-010105
   
625895
LAD 86
7/7/2019
MCL
MTRSC
1/4
18N
15E
12
   
7/10/2019
2019-010106
   
625896
LAD 87
7/7/2019
MCL
MTRSC
1/4
18N
16E
7
   
7/10/2019
2019-010107
   
625897
LAD 88
7/7/2019
MCL
MTRSC
1/4
18N
16E
7
   
7/10/2019
2019-010108
   
625899
LAD 90
7/7/2019
MCL
MTRSC
1/4
18N
15E
16
   
7/10/2019
2019-010110
   
625900
LAD 91
7/7/2019
MCL
MTRSC
1/4
18N
15E
16
   
7/10/2019
2019-010111
   
625901
LAD 92
7/7/2019
MCL
MTRSC
1/4
18N
15E
15
   
7/10/2019
2019-010112
   
625902
LAD 93
7/7/2019
MCL
MTRSC
1/4
18N
15E
15
   
7/10/2019
2019-010113
   
625903
LAD 94
7/7/2019
MCL
MTRSC
1/4
18N
15E
14
   
7/10/2019
2019-010114
   

Page 4 of 30
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC
or     Traditional
1/4 or
1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment Document Number
625904
LAD 95
7/7/2019
MCL
MTRSC
1/4
18N
15E
14
   
7/10/2019
2019-010115
   
625905
LAD 96
7/7/2019
MCL
MTRSC
1/4
18N
15E
13
   
7/10/2019
2019-010116
   
625906
LAD 97
7/7/2019
MCL
MTRSC
1/4
18N
15E
13
   
7/10/2019
2019-010117
   
625907
LAD 98
7/7/2019
MCL
MTRSC
1/4
18N
16E
18
   
7/10/2019
2019-010118
   
625908
LAD 99
7/7/2019
MCL
MTRSC
1/4
18N
16E
18
   
7/10/2019
2019-010119
   
625909
LAD 100
7/7/2019
MCL
MTRSC
1/4
18N
15E
16
   
7/10/2019
2019-010120
   
625910
LAD 101
7/7/2019
MCL
MTRSC
1/4
18N
15E
15
   
7/10/2019
2019-010121
   
625911
LAD 102
7/7/2019
MCL
MTRSC
1/4
18N
15E
15
   
7/10/2019
2019-010122
   
625912
LAD 103
7/7/2019
MCL
MTRSC
1/4
18N
15E
14
   
7/10/2019
2019-010123
   
625913
LAD 104
7/7/2019
MCL
MTRSC
1/4
18N
15E
14
   
7/10/2019
2019-010124
   
625914
LAD 105
7/7/2019
MCL
MTRSC
1/4
18N
15E
13
   
7/10/2019
2019-010125
   
625915
LAD 106
7/7/2019
MCL
MTRSC
1/4
18N
15E
13
   
7/10/2019
2019-010126
   
625916
LAD 107
7/7/2019
MCL
MTRSC
1/4
18N
16E
18
   
7/10/2019
2019-010127
   
625917
LAD 108
7/7/2019
MCL
MTRSC
1/4
18N
16E
18
   
7/10/2019
2019-010128
   
666952
LAD 1
7/11/2009
SS MCL
MTRSC
1/4
18N
15E
3
SE
 
8/18/2009
2009-015741
   
666953
LAD 2
7/11/2009
MCL
MTRSC
1/4
18N
15E
2
SW
 
8/18/2009
2009-015742
   
666954
LAD 3
7/11/2009
SS MCL
MTRSC
1/4
18N
15E
10
NE
 
8/18/2009
2009-015743
   
666955
LAD 4
7/11/2009
MCL
MTRSC
1/4
18N
15E
11
NW
 
8/18/2009
2009-015744
   
706792
LAD 5
4/25/2011
MCL
MTRSC
1/4
19N
15E
35
NW
 
5/3/2011
2011-007587
   
706793
LAD 6
4/25/2011
MCL
MTRSC
1/4
19N
15E
35
NE
 
5/3/2011
2011-007588
   
706794
LAD 7
4/25/2011
MCL
MTRSC
1/4
19N
15E
36
NW
 
5/3/2011
2011-007589
   
706795
LAD 8
4/25/2011
MCL
MTRSC
1/4
19N
15E
36
NE
 
5/3/2011
2011-007590
   
706796
LAD 9
4/25/2011
MCL
MTRSC
1/4
19N
15E
35
SW
 
5/3/2011
2011-007591
   
706797
LAD 10
4/25/2011
MCL
MTRSC
1/4
19N
15E
35
SE
 
5/3/2011
2011-007592
   
706798
LAD 11
4/25/2011
MCL
MTRSC
1/4
19N
15E
36
SW
 
5/3/2011
2011-007593
   
706799
LAD 12
4/25/2011
MCL
MTRSC
1/4
19N
15E
36
SE
 
5/3/2011
2011-007594
   
706800
LAD 13
4/25/2011
SS MCL
MTRSC
1/4
18N
15E
5
NW
 
5/3/2011
2011-007595
   
706801
LAD 14
4/25/2011
SS MCL
MTRSC
1/4
18N
15E
5
NE
 
5/3/2011
2011-007596
   
706802
LAD 15
4/25/2011
SS MCL
MTRSC
1/4
18N
15E
4
NW
 
5/3/2011
2011-007597
   
706803
LAD 16
4/25/2011
SS MCL
MTRSC
1/4
18N
15E
4
NE
 
5/3/2011
2011-007598
   
706804
LAD 17
4/25/2011
SS MCL
MTRSC
1/4
18N
15E
3
NW
 
5/3/2011
2011-007599
   
706805
LAD 18
4/25/2011
SS MCL
MTRSC
1/4
18N
15E
3
NE
 
5/3/2011
2011-007600
   
706806
LAD 19
4/25/2011
MCL
MTRSC
1/4
18N
15E
2
NW
 
5/3/2011
2011-007601
   
706807
LAD 20
4/25/2011
MCL
MTRSC
1/4
18N
15E
2
NE
 
5/3/2011
2011-007602
   
706808
LAD 21
4/25/2011
MCL
MTRSC
1/4
18N
15E
1
NW
 
5/3/2011
2011-007603
   
706809
LAD 22
4/25/2011
MCL
MTRSC
1/4
18N
15E
1
NE
 
5/3/2011
2011-007604
   
706810
LAD 23
4/25/2011
MCL
MTRSC
1/4
18N
16E
6
NW
 
5/3/2011
2011-007605
   
706811
LAD 24
4/25/2011
SS MCL
MTRSC
1/4
18N
15E
5
SW
 
5/3/2011
2011-007606
   
706812
LAD 25
4/25/2011
SS MCL
MTRSC
1/4
18N
15E
5
SE
 
5/3/2011
2011-007607
   
706813
LAD 26
4/25/2011
SS MCL
MTRSC
1/4
18N
15E
4
SW
 
5/3/2011
2011-007608
   

Page 5 of 30
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC
or     Traditional
1/4 or
1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment Document Number
706814
LAD 27
4/25/2011
SS MCL
MTRSC
1/4
18N
15E
4
SE
 
5/3/2011
2011-007609
   
706815
LAD 28
4/25/2011
SS MCL
MTRSC
1/4
18N
15E
3
SW
 
5/3/2011
2011-007610
   
706816
LAD 29
4/25/2011
MCL
MTRSC
1/4
18N
15E
2
SE
 
5/3/2011
2011-007611
   
706817
LAD 30
4/25/2011
MCL
MTRSC
1/4
18N
15E
1
SW
 
5/3/2011
2011-007612
   
706818
LAD 31
4/25/2011
MCL
MTRSC
1/4
18N
15E
1
SE
 
5/3/2011
2011-007613
   
706819
LAD 32
4/25/2011
MCL
MTRSC
1/4
18N
16E
6
SW
 
5/3/2011
2011-007614
   
706820
LAD 33
4/25/2011
SS MCL
MTRSC
1/4
18N
15E
8
NW
 
5/3/2011
2011-007615
   
706821
LAD 34
4/25/2011
SS MCL
MTRSC
1/4
18N
15E
8
NE
 
5/3/2011
2011-007616
   
706822
LAD 35
4/25/2011
SS MCL
MTRSC
1/4
18N
15E
9
NW
 
5/3/2011
2011-007617
   
706823
LAD 36
4/25/2011
SS MCL
MTRSC
1/4
18N
15E
9
NE
 
5/3/2011
2011-007618
   
706824
LAD 37
4/25/2011
SS MCL
MTRSC
1/4
18N
15E
10
NW
 
5/3/2011
2011-007619
   
706825
LAD 38
4/25/2011
MCL
MTRSC
1/4
18N
15E
11
NE
 
5/3/2011
2011-007620
   
706826
LAD 39
4/25/2011
SS MCL
MTRSC
1/4
18N
15E
8
SE
 
5/3/2011
2011-007621
   
706827
LAD 40
4/25/2011
SS MCL
MTRSC
1/4
18N
15E
9
SW
 
5/3/2011
2011-007622
   
706828
LAD 41
4/25/2011
SS MCL
MTRSC
1/4
18N
15E
9
SE
 
5/3/2011
2011-007623
   
706829
LAD 42
4/25/2011
SS MCL
MTRSC
1/4
18N
15E
10
SW
 
5/3/2011
2011-007624
   
706830
LAD 43
4/25/2011
SS MCL
MTRSC
1/4
18N
15E
10
SE
 
5/3/2011
2011-007625
   
706831
LAD 44
4/25/2011
MCL
MTRSC
1/4
18N
15E
11
SW
 
5/3/2011
2011-007626
   
706832
LAD 45
4/25/2011
MCL
MTRSC
1/4
18N
15E
11
SE
 
5/3/2011
2011-007627
   
715417
Eagle 1
8/23/2012
MCL
MTRSC
1/4
17N
11E
4
NW
 
9/27/2012
2012-019087
7/8/2020
2020-009795-0
715418
Eagle 2
8/23/2012
MCL
MTRSC
1/4
17N
11E
4
NE
 
9/27/2012
2012-019088
7/8/2020
2020-009796-0
715419
Eagle 3
8/23/2012
MCL
MTRSC
1/4
17N
11E
3
NW
 
9/27/2012
2012-019089
7/8/2020
2020-009797-0
715420
Eagle 4
8/23/2012
MCL
MTRSC
1/4
17N
11E
3
NE
 
9/27/2012
2012-019090
7/8/2020
2020-009798-0
715421
Eagle 5
8/23/2012
MCL
MTRSC
1/4
17N
11E
2
NW
 
9/27/2012
2012-019091
7/8/2020
2020-009799-0
715422
Eagle 6
8/23/2012
MCL
MTRSC
1/4
17N
11E
2
NE
 
9/27/2012
2012-019092
7/8/2020
2020-009800-0
715423
Eagle 7
8/23/2012
MCL
MTRSC
1/4
17N
11E
1
NW
 
9/27/2012
2012-019093
7/8/2020
2020-009801-0
715424
Eagle 8
8/23/2012
MCL
MTRSC
1/4
17N
11E
4
SW
 
9/27/2012
2012-019094
   
715425
Eagle 9
8/23/2012
MCL
MTRSC
1/4
17N
11E
4
SE
 
9/27/2012
2012-019095
   
715426
Eagle 10
8/23/2012
MCL
MTRSC
1/4
17N
11E
3
SW
 
9/27/2012
2012-019096
   
715427
Eagle 11
8/23/2012
MCL
MTRSC
1/4
17N
11E
3
SE
 
9/27/2012
2012-019097
   
715428
Eagle 12
8/23/2012
MCL
MTRSC
1/4
17N
11E
2
SW
 
9/27/2012
2012-019098
   
715429
Eagle 13
8/23/2012
MCL
MTRSC
1/4
17N
11E
2
SE
 
9/27/2012
2012-019099
   
715430
Eagle 14
8/23/2012
MCL
MTRSC
1/4
17N
11E
1
SW
 
9/27/2012
2012-019100
   
715431
Eagle 15
8/23/2012
MCL
MTRSC
1/4
17N
11E
1
SE
 
9/27/2012
2012-019101
   
715432
Eagle 16
8/23/2012
MCL
MTRSC
1/4
17N
11E
9
NW
 
9/27/2012
2012-019102
   
715433
Eagle 17
8/23/2012
MCL
MTRSC
1/4
17N
11E
9
NE
 
9/27/2012
2012-019103
   
715434
Eagle 18
8/23/2012
MCL
MTRSC
1/4
17N
11E
10
NW
 
9/27/2012
2012-019104
   
715435
Eagle 19
8/23/2012
MCL
MTRSC
1/4
17N
11E
10
NE
 
9/27/2012
2012-019105
   
715436
Eagle 20
8/23/2012
MCL
MTRSC
1/4
17N
11E
11
NW
 
9/27/2012
2012-019106
   
715437
Eagle 21
8/23/2012
MCL
MTRSC
1/4
17N
11E
11
NE
 
9/27/2012
2012-019107
   

Page 6 of 30
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC
or     Traditional
1/4 or
1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment Document Number
715438
Eagle 22
8/23/2012
MCL
MTRSC
1/4
17N
11E
12
NW
 
9/27/2012
2012-019108
   
715439
Eagle 23
8/23/2012
MCL
MTRSC
1/4
17N
11E
12
NE
 
9/27/2012
2012-019109
   
715440
Eagle 24
8/23/2012
MCL
MTRSC
1/4
17N
12E
7
NW
 
9/27/2012
2012-019110
7/8/2020
2020-009802-0
715441
Eagle 25
8/23/2012
MCL
MTRSC
1/4
17N
12E
7
NE
 
9/27/2012
2012-019111
7/8/2020
2020-009803-0
715442
Eagle 26
8/23/2012
MCL
MTRSC
1/4
17N
11E
9
SW
 
9/27/2012
2012-019112
   
715443
Eagle 27
8/23/2012
MCL
MTRSC
1/4
17N
11E
9
SE
 
9/27/2012
2012-019113
   
715444
Eagle 28
8/23/2012
MCL
MTRSC
1/4
17N
11E
10
SW
 
9/27/2012
2012-019114
   
715445
Eagle 29
8/23/2012
MCL
MTRSC
1/4
17N
11E
10
SE
 
9/27/2012
2012-019115
   
715446
Eagle 30
8/23/2012
MCL
MTRSC
1/4
17N
11E
11
SW
 
9/27/2012
2012-019116
   
715447
Eagle 31
8/23/2012
MCL
MTRSC
1/4
17N
11E
11
SE
 
9/27/2012
2012-019117
   
715448
Eagle 32
8/23/2012
MCL
MTRSC
1/4
17N
11E
12
SW
 
9/27/2012
2012-019118
   
715449
Eagle 33
8/23/2012
MCL
MTRSC
1/4
17N
11E
12
SE
 
9/27/2012
2012-019119
   
715450
Eagle 34
8/23/2012
MCL
MTRSC
1/4
17N
12E
7
SW
 
9/27/2012
2012-019120
7/8/2020
2020-009804-0
715451
Eagle 35
8/23/2012
MCL
MTRSC
1/4
17N
12E
7
SE
 
9/27/2012
2012-019121
7/8/2020
2020-009805-0
715452
Eagle 36
8/23/2012
MCL
MTRSC
1/4
17N
12E
8
SW
 
9/27/2012
2012-019122
7/8/2020
2020-009806-0
715453
Eagle 37
8/23/2012
MCL
MTRSC
1/4
17N
12E
8
SE
 
9/27/2012
2012-019123
7/8/2020
2020-009807-0
715454
Eagle 38
8/23/2012
MCL
MTRSC
1/4
17N
11E
16
NW
 
9/27/2012
2012-019124
   
715455
Eagle 39
8/23/2012
MCL
MTRSC
1/4
17N
11E
16
NE
 
9/27/2012
2012-019125
   
715456
Eagle 40
8/23/2012
MCL
MTRSC
1/4
17N
11E
15
NW
 
9/27/2012
2012-019126
   
715457
Eagle 41
8/23/2012
MCL
MTRSC
1/4
17N
11E
15
NE
 
9/27/2012
2012-019127
   
715458
Eagle 42
8/23/2012
MCL
MTRSC
1/4
17N
11E
14
NW
 
9/27/2012
2012-019128
   
715459
Eagle 43
8/23/2012
MCL
MTRSC
1/4
17N
11E
14
NE
 
9/27/2012
2012-019129
   
715460
Eagle 44
8/23/2012
MCL
MTRSC
1/4
17N
11E
13
NW
 
9/27/2012
2012-019130
   
715461
Eagle 45
8/23/2012
MCL
MTRSC
1/4
17N
11E
13
NE
 
9/27/2012
2012-019131
   
715462
Eagle 46
8/23/2012
MCL
MTRSC
1/4
17N
12E
18
NW
 
9/27/2012
2012-019132
7/8/2020
2020-009808-0
715463
Eagle 47
8/23/2012
MCL
MTRSC
1/4
17N
12E
18
NE
 
9/27/2012
2012-019133
7/8/2020
2020-009809-0
715464
Eagle 48
8/23/2012
MCL
MTRSC
1/4
17N
12E
17
NW
 
9/27/2012
2012-019134
7/8/2020
2020-009810-0
715465
Eagle 49
8/23/2012
MCL
MTRSC
1/4
17N
12E
17
NE
 
9/27/2012
2012-019135
7/8/2020
2020-009811-0
715466
Eagle 50
8/23/2012
MCL
MTRSC
1/4
17N
12E
16
NW
 
9/27/2012
2012-019136
7/8/2020
2020-009812-0
715467
Eagle 51
8/23/2012
MCL
MTRSC
1/4
17N
11E
16
SW
 
9/27/2012
2012-019137
   
715468
Eagle 52
8/23/2012
MCL
MTRSC
1/4
17N
11E
16
SE
 
9/27/2012
2012-019138
   
715469
Eagle 53
8/23/2012
MCL
MTRSC
1/4
17N
11E
15
SW
 
9/27/2012
2012-019139
   
715470
Eagle 54
8/23/2012
MCL
MTRSC
1/4
17N
11E
15
SE
 
9/27/2012
2012-019140
   
715471
Eagle 55
8/23/2012
MCL
MTRSC
1/4
17N
11E
14
SW
 
9/27/2012
2012-019141
   
715472
Eagle 56
8/23/2012
MCL
MTRSC
1/4
17N
11E
14
SE
 
9/27/2012
2012-019142
   
715473
Eagle 57
8/23/2012
MCL
MTRSC
1/4
17N
11E
13
SW
 
9/27/2012
2012-019143
   
715474
Eagle 58
8/23/2012
MCL
MTRSC
1/4
17N
11E
13
SE
 
9/27/2012
2012-019144
   
715475
Eagle 59
8/23/2012
MCL
MTRSC
1/4
17N
12E
18
SW
 
9/27/2012
2012-019145
7/8/2020
2020-009813-0
715476
Eagle 60
8/23/2012
MCL
MTRSC
1/4
17N
12E
18
SE
 
9/27/2012
2012-019146
2/8/2013; 7/8/2020
2013-002183; 2020-009814-0
715477
Eagle 61
8/23/2012
MCL
MTRSC
1/4
17N
12E
17
SW
 
9/27/2012
2012-019147
2/8/2013; 7/8/2020
2013-002158; 2020-009815-0

Page 7 of 30
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC
or     Traditional
1/4 or
1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment Document Number
715478
Eagle 62
8/23/2012
MCL
MTRSC
1/4
17N
12E
17
SE
 
9/27/2012
2012-019148
7/8/2020
2020-009816-0
715479
Eagle 63
8/23/2012
MCL
MTRSC
1/4
17N
12E
16
SW
 
9/27/2012
2012-019149
7/8/2020
2020-009817-0
715480
Eagle 64
8/23/2012
MCL
MTRSC
1/4
17N
12E
16
SE
 
9/27/2012
2012-019150
7/8/2020
2020-009818-0
715481
Eagle 65
8/23/2012
MCL
MTRSC
1/4
17N
11E
23
NW
 
9/27/2012
2012-019151
   
715482
Eagle 66
8/23/2012
MCL
MTRSC
1/4
17N
11E
23
NE
 
9/27/2012
2012-019152
   
715483
Eagle 67
8/23/2012
MCL
MTRSC
1/4
17N
11E
24
NW
 
9/27/2012
2012-019153
   
715484
Eagle 68
8/23/2012
MCL
MTRSC
1/4
17N
11E
24
NE
 
9/27/2012
2012-019154
   
715485
Eagle 69
8/23/2012
MCL
MTRSC
1/4
17N
12E
19
NW
 
9/27/2012
2012-019155
7/8/2020
2020-009819-0
715486
Eagle 70
8/23/2012
MCL
MTRSC
1/4
17N
12E
19
NE
 
9/27/2012
2012-019156
2/8/2013; 7/8/2020
2013-002159; 2020-009820-0
715487
Eagle 71
8/23/2012
MCL
MTRSC
1/4
17N
12E
20
NW
 
9/27/2012
2012-019157
2/8/2013; 7/8/2020
2013-002160; 2020-009821-0
715488
Eagle 72
8/23/2012
MCL
MTRSC
1/4
17N
12E
20
NE
 
9/27/2012
2012-019158
7/8/2020
2020-009822-0
715489
Eagle 73
8/23/2012
MCL
MTRSC
1/4
17N
12E
21
NW
 
9/27/2012
2012-019159
7/8/2020
2020-009823-0
715490
Eagle 74
8/23/2012
MCL
MTRSC
1/4
17N
12E
21
NE
 
9/27/2012
2012-019160
7/8/2020
2020-009824-0
715491
Eagle 75
8/23/2012
MCL
MTRSC
1/4
17N
12E
22
NW
 
9/27/2012
2012-019161
7/8/2020
2020-009825-0
715492
Eagle 76
8/23/2012
MCL
MTRSC
1/4
17N
11E
23
SW
 
9/27/2012
2012-019162
   
715493
Eagle 77
8/23/2012
MCL
MTRSC
1/4
17N
11E
23
SE
 
9/27/2012
2012-019163
   
715494
Eagle 78
8/23/2012
MCL
MTRSC
1/4
17N
11E
24
SW
 
9/27/2012
2012-019164
   
715495
Eagle 79
8/23/2012
MCL
MTRSC
1/4
17N
11E
24
SE
 
9/27/2012
2012-019165
   
715496
Eagle 80
8/23/2012
MCL
MTRSC
1/4
17N
12E
19
SW
 
9/27/2012
2012-019166
7/8/2020
2020-009826-0
715497
Eagle 81
8/23/2012
MCL
MTRSC
1/4
17N
12E
19
SE
 
9/27/2012
2012-019167
2/8/2013; 7/8/2020
2013-002161; 2020-009827-0
715498
Eagle 82
8/23/2012
MCL
MTRSC
1/4
17N
12E
20
SW
 
9/27/2012
2012-019168
2/8/2013; 7/8/2020
2013-002162; 2020-009828-0
715499
Eagle 83
8/23/2012
MCL
MTRSC
1/4
17N
12E
20
SE
 
9/27/2012
2012-019169
7/8/2020
2020-009829-0
715500
Eagle 84
8/23/2012
MCL
MTRSC
1/4
17N
12E
21
SW
 
9/27/2012
2012-019170
7/8/2020
2020-009830-0
715501
Eagle 85
8/23/2012
MCL
MTRSC
1/4
17N
12E
21
SE
 
9/27/2012
2012-019171
7/8/2020
2020-009831-0
715502
Eagle 86
8/23/2012
MCL
MTRSC
1/4
17N
12E
22
SW
 
9/27/2012
2012-019172
7/8/2020
2020-009832-0
715503
Eagle 87
8/23/2012
MCL
MTRSC
1/4
17N
12E
22
SE
 
9/27/2012
2012-019173
7/8/2020
2020-009833-0
715504
Eagle 88
8/23/2012
MCL
MTRSC
1/4
17N
11E
25
NW
 
9/27/2012
2012-019174
   
715505
Eagle 89
8/23/2012
MCL
MTRSC
1/4
17N
11E
25
NE
 
9/27/2012
2012-019175
   
715506
Eagle 90
8/23/2012
MCL
MTRSC
1/4
17N
12E
30
NW
 
9/27/2012
2012-019176
7/8/2020
2020-009834-0
715507
Eagle 91
8/23/2012
MCL
MTRSC
1/4
17N
12E
30
NE
 
9/27/2012
2012-019177
2/8/2013; 7/8/2020
2013-002163; 2020-009835-0
715508
Eagle 92
8/23/2012
MCL
MTRSC
1/4
17N
12E
29
NW
 
9/27/2012
2012-019178
2/8/2013; 7/8/2020
2013-002164; 2020-009836-0
715509
Eagle 93
8/23/2012
MCL
MTRSC
1/4
17N
12E
29
NE
 
9/27/2012
2012-019179
7/8/2020
2020-009837-0
715510
Eagle 94
8/23/2012
MCL
MTRSC
1/4
17N
12E
28
NW
 
9/27/2012
2012-019180
7/8/2020
2020-009838-0
715511
Eagle 95
8/23/2012
MCL
MTRSC
1/4
17N
12E
28
NE
 
9/27/2012
2012-019181
7/8/2020
2020-009839-0
715512
Eagle 96
8/23/2012
MCL
MTRSC
1/4
17N
12E
27
NW
 
9/27/2012
2012-019182
7/8/2020
2020-009840-0
715513
Eagle 97
8/23/2012
MCL
MTRSC
1/4
17N
12E
27
NE
 
9/27/2012
2012-019183
7/8/2020
2020-009841-0
715515
Eagle 99
8/23/2012
MCL
MTRSC
1/4
17N
11E
25
SW
 
9/27/2012
2012-019185
   
715516
Eagle 100
8/23/2012
MCL
MTRSC
1/4
17N
11E
25
SE
 
9/27/2012
2012-019186
   
715517
Eagle 101
8/23/2012
MCL
MTRSC
1/4
17N
12E
30
SW
 
9/27/2012
2012-019187
7/8/2020
2020-009842-0
715518
Eagle 102
8/23/2012
MCL
MTRSC
1/4
17N
12E
30
SE
 
9/27/2012
2012-019188
7/8/2020
2020-009843-0

Page 8 of 30
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC
or     Traditional
1/4 or
1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment Document Number
715519
Eagle 103
8/23/2012
MCL
MTRSC
1/4
17N
12E
29
SW
 
9/27/2012
2012-019189
7/8/2020
2020-009844-0
715520
Eagle 104
8/23/2012
MCL
MTRSC
1/4
17N
12E
29
SE
 
9/27/2012
2012-019190
7/8/2020
2020-009845-0
715521
Eagle 105
8/23/2012
MCL
MTRSC
1/4
17N
12E
28
SW
 
9/27/2012
2012-019191
7/8/2020
2020-009846-0
715522
Eagle 106
8/23/2012
MCL
MTRSC
1/4
17N
12E
28
SE
 
9/27/2012
2012-019192
7/8/2020
2020-009847-0
715523
Eagle 107
8/23/2012
MCL
MTRSC
1/4
17N
12E
27
SW
 
9/27/2012
2012-019193
7/8/2020
2020-009848-0
715524
Eagle 108
8/23/2012
MCL
MTRSC
1/4
17N
12E
27
SE
 
9/27/2012
2012-019194
7/8/2020
2020-009849-0
715526
Eagle 110
8/23/2012
MCL
MTRSC
1/4
17N
11E
36
NW
 
9/27/2012
2012-019196
   
715527
Eagle 111
8/23/2012
MCL
MTRSC
1/4
17N
11E
36
NE
 
9/27/2012
2012-019197
   
715528
Eagle 112
8/23/2012
MCL
MTRSC
1/4
17N
12E
31
NW
 
9/27/2012
2012-019198
7/8/2020
2020-009850-0
715529
Eagle 113
8/23/2012
MCL
MTRSC
1/4
17N
12E
31
NE
 
9/27/2012
2012-019199
7/8/2020
2020-009851-0
715530
Eagle 114
8/23/2012
MCL
MTRSC
1/4
17N
12E
32
NW
 
9/27/2012
2012-019200
7/8/2020
2020-009852-0
715531
Eagle 115
8/23/2012
MCL
MTRSC
1/4
17N
12E
32
NE
 
9/27/2012
2012-019201
7/8/2020
2020-009853-0
715532
Eagle 116
8/23/2012
MCL
MTRSC
1/4
17N
12E
33
NW
 
9/27/2012
2012-019202
7/8/2020
2020-009854-0
715533
Eagle 117
8/23/2012
MCL
MTRSC
1/4
17N
12E
33
NE
 
9/27/2012
2012-019203
7/8/2020
2020-009855-0
715534
Eagle 118
8/23/2012
MCL
MTRSC
1/4
17N
12E
34
NW
 
9/27/2012
2012-019204
7/8/2020
2020-009856-0
715535
Eagle 119
8/23/2012
MCL
MTRSC
1/4
17N
12E
34
NE
 
9/27/2012
2012-019205
7/8/2020
2020-009857-0
715537
Eagle 121
8/23/2012
MCL
MTRSC
1/4
17N
11E
36
SW
 
9/27/2012
2012-019207
   
715538
Eagle 122
8/23/2012
MCL
MTRSC
1/4
17N
11E
36
SE
 
9/27/2012
2012-019208
   
715539
Eagle 123
8/23/2012
MCL
MTRSC
1/4
17N
12E
31
SW
 
9/27/2012
2012-019209
7/8/2020
2020-009858-0
715540
Eagle 124
8/23/2012
MCL
MTRSC
1/4
17N
12E
31
SE
 
9/27/2012
2012-019210
7/8/2020
2020-009859-0
715541
Eagle 125
8/23/2012
MCL
MTRSC
1/4
17N
12E
32
SW
 
9/27/2012
2012-019211
7/8/2020
2020-009860-0
715542
Eagle 126
8/23/2012
MCL
MTRSC
1/4
17N
12E
32
SE
 
9/27/2012
2012-019212
7/8/2020
2020-009861-0
715543
Eagle 127
8/23/2012
MCL
MTRSC
1/4
17N
12E
33
SW
 
9/27/2012
2012-019213
7/8/2020
2020-009862-0
715544
Eagle 128
8/23/2012
MCL
MTRSC
1/4
17N
12E
33
SE
 
9/27/2012
2012-019214
7/8/2020
2020-009863-0
715545
Eagle 129
8/23/2012
MCL
MTRSC
1/4
17N
12E
34
SW
 
9/27/2012
2012-019215
7/8/2020
2020-009864-0
715546
Eagle 130
8/23/2012
MCL
MTRSC
1/4
17N
12E
34
SE
 
9/27/2012
2012-019216
7/8/2020
2020-009865-0
715547
Eagle 131
8/23/2012
MCL
MTRSC
1/4
17N
12E
35
SW
 
9/27/2012
2012-019217
2/8/2013; 7/8/2020
2013-002165; 2020-009866-0
715548
Eagle 132
8/22/2012
MCL
MTRSC
1/4
16N
12E
5
NW
 
9/27/2012
2012-019218
7/8/2020
2020-009867-0
715549
Eagle 133
8/22/2012
MCL
MTRSC
1/4
16N
12E
5
NE
 
9/27/2012
2012-019219
7/8/2020
2020-009868-0
715550
Eagle 134
8/22/2012
MCL
MTRSC
1/4
16N
12E
4
NW
 
9/27/2012
2012-019220
7/8/2020
2020-009869-0
715551
Eagle 135
8/22/2012
MCL
MTRSC
1/4
16N
12E
4
NE
 
9/27/2012
2012-019221
7/8/2020
2020-009870-0
715552
Eagle 136
8/22/2012
MCL
MTRSC
1/4
16N
12E
3
NW
 
9/27/2012
2012-019222
7/8/2020
2020-009871-0
715553
Eagle 137
8/22/2012
MCL
MTRSC
1/4
16N
12E
3
NE
 
9/27/2012
2012-019223
7/8/2020
2020-009872-0
715554
Eagle 138
8/22/2012
MCL
MTRSC
1/4
16N
12E
2
NW
 
9/27/2012
2012-019224
2/8/2013; 7/8/2020
2013-002166; 2020-009873-0
715555
Eagle 139
8/22/2012
MCL
MTRSC
1/4
16N
12E
2
NE
 
9/27/2012
2012-019225
2/8/2013; 7/8/2020
2013-002167; 2020-009874-0
715556
Eagle 140
8/22/2012
MCL
MTRSC
1/4
16N
12E
1
NW
 
9/27/2012
2012-019226
2/8/2013; 7/8/2020
2013-002168; 2020-009875-0
715557
Eagle 141
8/22/2012
MCL
MTRSC
1/4
16N
12E
1
NE
 
9/27/2012
2012-019227
2/8/2013; 7/8/2020
2013-002169; 2020-009876-0
715558
Eagle 142
8/22/2012
MCL
MTRSC
1/4
16N
12E
5
SW
 
9/27/2012
2012-019228
   
715559
Eagle 143
8/22/2012
MCL
MTRSC
1/4
16N
12E
5
SE
 
9/27/2012
2012-019229
   
715560
Eagle 144
8/22/2012
MCL
MTRSC
1/4
16N
12E
4
SW
 
9/27/2012
2012-019230
   

Page 9 of 30
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC
or     Traditional
1/4 or
1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment Document Number
715561
Eagle 145
8/22/2012
MCL
MTRSC
1/4
16N
12E
4
SE
 
9/27/2012
2012-019231
   
715562
Eagle 146
8/22/2012
MCL
MTRSC
1/4
16N
12E
3
SW
 
9/27/2012
2012-019232
2/8/2013
2013-002170
715563
Eagle 147
8/22/2012
MCL
MTRSC
1/4
16N
12E
3
SE
 
9/27/2012
2012-019233
2/8/2013
2013-002171
715564
Eagle 148
8/22/2012
MCL
MTRSC
1/4
16N
12E
2
SW
 
9/27/2012
2012-019234
2/8/2013
2013-002172
715565
Eagle 149
8/22/2012
MCL
MTRSC
1/4
16N
12E
2
SE
 
9/27/2012
2012-019235
   
715566
Eagle 150
8/22/2012
MCL
MTRSC
1/4
16N
12E
1
SW
 
9/27/2012
2012-019236
   
715567
Eagle 151
8/22/2012
MCL
MTRSC
1/4
16N
12E
1
SE
 
9/27/2012
2012-019237
   
715568
Eagle 152
8/22/2012
MCL
MTRSC
1/4
16N
13E
6
SW
 
9/27/2012
2012-019238
   
715569
Eagle 153
8/22/2012
MCL
MTRSC
1/4
16N
13E
6
SE
 
9/27/2012
2012-019239
   
715570
Eagle 154
8/22/2012
MCL
MTRSC
1/4
16N
12E
9
NW
 
9/27/2012
2012-019240
   
715571
Eagle 155
8/22/2012
MCL
MTRSC
1/4
16N
12E
9
NE
 
9/27/2012
2012-019241
2/8/2013
2013-002173
715572
Eagle 156
8/22/2012
MCL
MTRSC
1/4
16N
12E
10
NW
 
9/27/2012
2012-019242
2/8/2013
2013-002174
715573
Eagle 157
8/22/2012
MCL
MTRSC
1/4
16N
12E
10
NE
 
9/27/2012
2012-019243
2/8/2013
2013-002175
715574
Eagle 158
8/22/2012
MCL
MTRSC
1/4
16N
12E
11
NW
 
9/27/2012
2012-019244
   
715575
Eagle 159
8/22/2012
MCL
MTRSC
1/4
16N
12E
11
NE
 
9/27/2012
2012-019245
   
715576
Eagle 160
8/22/2012
MCL
MTRSC
1/4
16N
12E
12
NW
 
9/27/2012
2012-019246
   
715577
Eagle 161
8/22/2012
MCL
MTRSC
1/4
16N
12E
12
NE
 
9/27/2012
2012-019247
   
715578
Eagle 162
8/22/2012
MCL
MTRSC
1/4
16N
13E
7
NW
 
9/27/2012
2012-019248
   
715579
Eagle 163
8/22/2012
MCL
MTRSC
1/4
16N
13E
7
NE
 
9/27/2012
2012-019249
   
715580
Eagle 164
8/22/2012
MCL
MTRSC
1/4
16N
13E
8
NW
 
9/27/2012
2012-019250
   
715581
Eagle 165
8/22/2012
MCL
MTRSC
1/4
16N
12E
9
SW
 
9/27/2012
2012-019251
2/8/2013
2013-002176
715582
Eagle 166
8/22/2012
MCL
MTRSC
1/4
16N
12E
9
SE
 
9/27/2012
2012-019252
2/8/2013
2013-002177
715583
Eagle 167
8/22/2012
MCL
MTRSC
1/4
16N
12E
10
SW
 
9/27/2012
2012-019253
2/8/2013
2013-002178
715584
Eagle 168
8/22/2012
MCL
MTRSC
1/4
16N
12E
10
SE
 
9/27/2012
2012-019254
   
715585
Eagle 169
8/22/2012
MCL
MTRSC
1/4
16N
12E
11
SW
 
9/27/2012
2012-019255
   
715586
Eagle 170
8/22/2012
MCL
MTRSC
1/4
16N
12E
11
SE
 
9/27/2012
2012-019256
   
715587
Eagle 171
8/22/2012
MCL
MTRSC
1/4
16N
12E
12
SW
 
9/27/2012
2012-019257
   
715588
Eagle 172
8/22/2012
MCL
MTRSC
1/4
16N
12E
12
SE
 
9/27/2012
2012-019258
   
715589
Eagle 173
8/22/2012
MCL
MTRSC
1/4
16N
13E
7
SW
 
9/27/2012
2012-019259
   
715590
Eagle 174
8/22/2012
MCL
MTRSC
1/4
16N
13E
7
SE
 
9/27/2012
2012-019260
   
715591
Eagle 175
8/22/2012
MCL
MTRSC
1/4
16N
13E
8
SW
 
9/27/2012
2012-019261
   
715592
Eagle 176
8/22/2012
MCL
MTRSC
1/4
16N
12E
16
NW
 
9/27/2012
2012-019262
2/8/2013
2013-002179
715593
Eagle 177
8/22/2012
MCL
MTRSC
1/4
16N
12E
16
NE
 
9/27/2012
2012-019263
2/8/2013
2013-002180
715594
Eagle 178
8/22/2012
MCL
MTRSC
1/4
16N
12E
15
NW
 
9/27/2012
2012-019264
   
715595
Eagle 179
8/22/2012
MCL
MTRSC
1/4
16N
12E
15
NE
 
9/27/2012
2012-019265
   
715596
Eagle 180
8/22/2012
MCL
MTRSC
1/4
16N
12E
14
NW
 
9/27/2012
2012-019266
   
715597
Eagle 181
8/22/2012
MCL
MTRSC
1/4
16N
12E
14
NE
 
9/27/2012
2012-019267
   
715598
Eagle 182
8/22/2012
MCL
MTRSC
1/4
16N
12E
13
NW
 
9/27/2012
2012-019268
   
715599
Eagle 183
8/22/2012
MCL
MTRSC
1/4
16N
12E
16
SW
 
9/27/2012
2012-019269
2/8/2013
2013-002181
715600
Eagle 184
8/22/2012
MCL
MTRSC
1/4
16N
12E
16
SE
 
9/27/2012
2012-019270
   

Page 10 of 30
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC
or     Traditional
1/4 or
1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment Document Number
715601
Eagle 185
8/22/2012
MCL
MTRSC
1/4
16N
12E
15
SW
 
9/27/2012
2012-019271
   
715602
Eagle 186
8/22/2012
MCL
MTRSC
1/4
16N
12E
15
SE
 
9/27/2012
2012-019272
   
715603
Eagle 187
8/22/2012
MCL
MTRSC
1/4
16N
12E
14
SW
 
9/27/2012
2012-019273
   
715604
Eagle 188
8/22/2012
MCL
MTRSC
1/4
16N
12E
21
NW
 
9/27/2012
2012-019274
   
715605
Eagle 189
8/22/2012
MCL
MTRSC
1/4
16N
12E
21
NE
 
9/27/2012
2012-019275
   
715606
Eagle 190
8/22/2012
MCL
MTRSC
1/4
16N
12E
22
NW
 
9/27/2012
2012-019276
   
715607
Eagle 191
8/22/2012
MCL
MTRSC
1/4
16N
12E
22
NE
 
9/27/2012
2012-019277
   
715608
Eagle 192
8/22/2012
MCL
MTRSC
1/4
16N
12E
21
SW
 
9/27/2012
2012-019278
   
715609
Eagle 193
8/22/2012
MCL
MTRSC
1/4
16N
12E
21
SE
 
9/27/2012
2012-019279
   
715610
Eagle 194
8/22/2012
MCL
MTRSC
1/4
16N
12E
22
SW
 
9/27/2012
2012-019280
   
715611
Eagle 195
8/22/2012
MCL
MTRSC
1/4
16N
12E
28
NW
 
9/27/2012
2012-019281
   
715612
Eagle 196
8/22/2012
MCL
MTRSC
1/4
16N
12E
28
NE
 
9/27/2012
2012-019282
   
715613
Eagle 197
8/22/2012
MCL
MTRSC
1/4
16N
12E
28
SW
 
9/27/2012
2012-019283
   
715614
Eagle 198
8/22/2012
MCL
MTRSC
1/4-1/4
16N
13E
6
NW
NW
9/27/2012
2012-019284
2/8/2013; 7/8/2020
2013-002182; 2020-009877-0
715615
Eagle 199
8/22/2012
MCL
Trad
 
16N
13E
6
NW
NE
9/27/2012
2012-019285
   
715616
Eagle 200
8/22/2012
MCL
Trad
 
16N
13E
6
NE
NW
9/27/2012
2012-019286
   
715618
Eagle 202
8/22/2012
MCL
MTRSC
1/4-1/4
16N
13E
6
NW
SW
9/27/2012
2012-019288
   
715619
Eagle 203
8/22/2012
MCL
MTRSC
1/4-1/4
16N
13E
6
NW
SE
9/27/2012
2012-019289
   
715620
Eagle 204
8/22/2012
MCL
MTRSC
1/4-1/4
16N
13E
6
NE
SW
9/27/2012
2012-019290
   
715621
Eagle 205
8/22/2012
MCL
Trad
 
16N
13E
6
NE
SE
9/27/2012
2012-019291
   
715622
Eagle 206
8/22/2012
MCL
Trad
 
16N
13E
5
NW
SW
9/27/2012
2012-019292
   
715623
Eagle 207
8/22/2012
MCL
Trad
 
16N
13E
5
SW
NW
9/27/2012
2012-019293
   
715624
Eagle 208
8/22/2012
MCL
Trad
 
16N
13E
5
SW
NE
9/27/2012
2012-019294
   
715626
Eagle 210
8/22/2012
MCL
MTRSC
1/4-1/4
16N
13E
5
SW
SW
9/27/2012
2012-019296
   
715627
Eagle 211
8/22/2012
MCL
MTRSC
1/4-1/4
16N
13E
5
SW
SE
9/27/2012
2012-019297
   
715628
Eagle 212
8/22/2012
MCL
Trad
 
16N
13E
5
SE
SW
9/27/2012
2012-019298
   
715629
Eagle 213
8/22/2012
MCL
Trad
 
16N
13E
5
SE
SE
9/27/2012
2012-019299
   
715630
Eagle 214
8/22/2012
MCL
MTRSC
1/4-1/4
16N
13E
8
NE
NW
9/27/2012
2012-019300
   
715631
Eagle 215
8/22/2012
MCL
MTRSC
1/4-1/4
16N
13E
8
NE
NE
9/27/2012
2012-019301
   
715632
Eagle 216
8/22/2012
MCL
MTRSC
1/4-1/4
16N
13E
8
NE
SW
9/27/2012
2012-019302
   
715633
Eagle 217
8/22/2012
MCL
MTRSC
1/4-1/4
16N
13E
8
NE
SE
9/27/2012
2012-019303
   
715636
TOK 125
8/28/2012
MCL
Trad
 
16N
13E
21
NE
NW &
9/27/2012
2012-019306
   
715637
TOK 126
8/28/2012
MCL
Trad
 
16N
13E
28
SW
NE
9/27/2012
2012-019307
   
715638
TOK 127
8/28/2012
MCL
Trad
 
16N
13E
30
SE
NE
9/27/2012
2012-019308
   
715639
TOK 128
8/28/2012
MCL
Trad
 
16N
13E
30
SE
NW
9/27/2012
2012-019309
   
715640
TOK 129
8/28/2012
MCL
Trad
 
16N
13E
30
SW
NE
9/27/2012
2012-019310
   
715641
TOK 130
8/28/2012
MCL
Trad
 
16N
12E
25
SE
NE
9/27/2012
2012-019311
   
715642
TOK 131
8/28/2012
MCL
Trad
 
16N
12E
36
NW
SE
9/27/2012
2012-019312
   
717252
Bush 1
3/21/2013
MCL
MTRSC
1/4
20N
13E
26
NW
   
2013-006513
   
717253
Bush 2
3/21/2013
MCL
MTRSC
1/4
20N
13E
26
NE
   
2013-006514
   

Page 11 of 30
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC
or     Traditional
1/4 or
1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment Document Number
717254
Bush 3
3/21/2013
MCL
MTRSC
1/4
20N
13E
25
NW
   
2013-006515
   
717255
Bush 4
3/21/2013
MCL
MTRSC
1/4
20N
13E
25
NE
   
2013-006516
   
717256
Bush 5
3/21/2013
MCL
MTRSC
1/4
20N
13E
26
SW
   
2013-006517
   
717257
Bush 6
3/21/2013
MCL
MTRSC
1/4
20N
13E
26
SE
   
2013-006518
   
717258
Bush 7
3/21/2013
MCL
MTRSC
1/4
20N
13E
25
SW
   
2013-006519
   
717259
Bush 8
3/21/2013
MCL
MTRSC
1/4
20N
13E
25
SE
   
2013-006520
   
717260
Bush 9
3/21/2013
MCL
MTRSC
1/4
20N
13E
35
NW
   
2013-006521
   
717261
Bush 10
3/21/2013
MCL
MTRSC
1/4
20N
13E
35
NE
   
2013-006522
   
717262
Bush 11
3/21/2013
MCL
MTRSC
1/4
20N
13E
36
NW
   
2013-006523
   
717263
Bush 12
3/21/2013
MCL
MTRSC
1/4
20N
13E
36
NE
   
2013-006524
   
717264
Bush 13
3/21/2013
MCL
MTRSC
1/4
20N
13E
35
SW
   
2013-006525
   
717265
Bush 14
3/21/2013
MCL
MTRSC
1/4
20N
13E
35
SE
   
2013-006526
   
717266
Bush 15
3/21/2013
MCL
MTRSC
1/4
20N
13E
36
SW
   
2013-006527
   
717267
Bush 16
3/21/2013
MCL
MTRSC
1/4
20N
13E
36
SE
   
2013-006528
   
717268
Bush 17
3/21/2013
MCL
MTRSC
1/4
19N
13E
2
NW
   
2013-006529
   
717269
Bush 18
3/21/2013
MCL
MTRSC
1/4
19N
13E
2
NE
   
2013-006530
   
717270
Bush 19
3/21/2013
MCL
MTRSC
1/4
19N
13E
1
NW
   
2013-006531
   
717271
Bush 20
3/21/2013
MCL
MTRSC
1/4
19N
13E
1
NE
   
2013-006532
   
717272
Bush 21
3/21/2013
MCL
MTRSC
1/4
19N
14E
6
NW
   
2013-006533
   
717273
Bush 22
3/21/2013
MCL
MTRSC
1/4
19N
14E
6
NE
   
2013-006534
   
717274
Bush 23
3/21/2013
MCL
MTRSC
1/4
19N
14E
5
NW
   
2013-006535
   
717275
Bush 24
3/21/2013
MCL
MTRSC
1/4
19N
14E
5
NE
   
2013-006536
   
717276
Bush 25
3/21/2013
MCL
MTRSC
1/4
19N
13E
2
SW
   
2013-006537
   
717277
Bush 26
3/21/2013
MCL
MTRSC
1/4
19N
13E
2
SE
   
2013-006538
   
717278
Bush 27
3/21/2013
MCL
MTRSC
1/4
19N
13E
1
SW
   
2013-006539
   
717279
Bush 28
3/21/2013
MCL
MTRSC
1/4
19N
13E
1
SE
   
2013-006540
   
717280
Bush 29
3/21/2013
MCL
MTRSC
1/4
19N
14E
6
SW
   
2013-006541
   
717281
Bush 30
3/21/2013
MCL
MTRSC
1/4
19N
14E
6
SE
   
2013-006542
   
717282
Bush 31
3/21/2013
MCL
MTRSC
1/4
19N
14E
5
SW
   
2013-006543
   
717283
Bush 32
3/21/2013
MCL
MTRSC
1/4
19N
14E
5
SE
   
2013-006544
   
717284
Bush 33
3/21/2013
MCL
MTRSC
1/4
19N
13E
11
NW
   
2013-006545
   
717285
Bush 34
3/21/2013
MCL
MTRSC
1/4
19N
13E
11
NE
   
2013-006546
   
717286
Bush 35
3/21/2013
MCL
MTRSC
1/4
19N
13E
12
NW
   
2013-006547
   
717287
Bush 36
3/21/2013
MCL
MTRSC
1/4
19N
13E
12
NE
   
2013-006548
   
717288
Bush 37
3/21/2013
MCL
MTRSC
1/4
19N
14E
7
NW
   
2013-006549
   
717289
Bush 38
3/21/2013
MCL
MTRSC
1/4
19N
14E
7
NE
   
2013-006550
   
717290
Bush 39
3/21/2013
MCL
MTRSC
1/4
19N
14E
8
NW
   
2013-006551
   
717291
Bush 40
3/21/2013
MCL
MTRSC
1/4
19N
14E
8
NE
   
2013-006552
   
717292
Bush 41
3/21/2013
MCL
MTRSC
1/4
19N
13E
11
SW
   
2013-006553
   
717293
Bush 42
3/21/2013
MCL
MTRSC
1/4
19N
13E
11
SE
   
2013-006554
   

Page 12 of 30
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC
or     Traditional
1/4 or
1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment Document Number
717294
Bush 43
3/21/2013
MCL
MTRSC
1/4
19N
13E
12
SW
   
2013-006555
   
717295
Bush 44
3/21/2013
MCL
MTRSC
1/4
19N
13E
12
SE
   
2013-006556
   
717296
Bush 45
3/21/2013
MCL
MTRSC
1/4
19N
14E
7
SW
   
2013-006557
   
717297
Bush 46
3/21/2013
MCL
MTRSC
1/4
19N
14E
7
SE
   
2013-006558
   
717298
Bush 47
3/21/2013
MCL
MTRSC
1/4
19N
14E
8
SW
   
2013-006559
   
717299
Bush 48
3/21/2013
MCL
MTRSC
1/4
19N
14E
8
SE
   
2013-006560
   
717300
AD 1
3/21/2013
MCL
MTRSC
1/4
21N
14E
19
NW
   
2013-006561
   
717301
AD 2
3/21/2013
MCL
MTRSC
1/4
21N
14E
19
NE
   
2013-006562
   
717302
AD 3
3/21/2013
MCL
MTRSC
1/4
21N
14E
20
NW
   
2013-006563
   
717303
AD 4
3/21/2013
MCL
MTRSC
1/4
21N
14E
20
NE
   
2013-006564
   
717304
AD 5
3/21/2013
MCL
MTRSC
1/4
21N
14E
21
NW
   
2013-006565
   
717305
AD 6
3/21/2013
MCL
MTRSC
1/4
21N
14E
21
NE
   
2013-006566
   
717306
AD 7
3/21/2013
MCL
MTRSC
1/4
21N
14E
22
NW
   
2013-006567
   
717307
AD 8
3/21/2013
MCL
MTRSC
1/4
21N
14E
22
NE
   
2013-006568
   
717308
AD 9
3/21/2013
MCL
MTRSC
1/4
21N
14E
19
SW
   
2013-006569
   
717309
AD 10
3/21/2013
MCL
MTRSC
1/4
21N
14E
19
SE
   
2013-006570
   
717310
AD 11
3/21/2013
MCL
MTRSC
1/4
21N
14E
20
SW
   
2013-006571
   
717311
AD 12
3/21/2013
MCL
MTRSC
1/4
21N
14E
20
SE
   
2013-006572
   
717312
AD 13
3/21/2013
MCL
MTRSC
1/4
21N
14E
21
SW
   
2013-006573
   
717313
AD 14
3/21/2013
MCL
MTRSC
1/4
21N
14E
21
SE
   
2013-006574
   
717314
AD 15
3/21/2013
MCL
MTRSC
1/4
21N
14E
22
SW
   
2013-006575
   
717315
AD 16
3/21/2013
MCL
MTRSC
1/4
21N
14E
22
SE
   
2013-006576
   
717316
AD 17
3/21/2013
MCL
MTRSC
1/4
21N
14E
30
NW
   
2013-006577
   
717317
AD 18
3/21/2013
MCL
MTRSC
1/4
21N
14E
30
NE
   
2013-006578
   
717318
AD 19
3/21/2013
MCL
MTRSC
1/4
21N
14E
29
NW
   
2013-006579
   
717319
AD 20
3/21/2013
MCL
MTRSC
1/4
21N
14E
29
NE
   
2013-006580
   
717320
AD 21
3/21/2013
MCL
MTRSC
1/4
21N
14E
28
NW
   
2013-006581
   
717321
AD 22
3/21/2013
MCL
MTRSC
1/4
21N
14E
28
NE
   
2013-006582
   
717322
AD 23
3/21/2013
MCL
MTRSC
1/4
21N
14E
27
NW
   
2013-006583
   
717323
AD 24
3/21/2013
MCL
MTRSC
1/4
21N
14E
27
NE
   
2013-006584
   
717324
AD 25
3/21/2013
MCL
MTRSC
1/4
21N
14E
30
SW
   
2013-006585
   
717325
AD 26
3/21/2013
MCL
MTRSC
1/4
21N
14E
30
SE
   
2013-006586
   
717326
AD 27
3/21/2013
MCL
MTRSC
1/4
21N
14E
29
SW
   
2013-006587
   
717327
AD 28
3/21/2013
MCL
MTRSC
1/4
21N
14E
29
SE
   
2013-006588
   
717328
AD 29
3/21/2013
MCL
MTRSC
1/4
21N
14E
28
SW
   
2013-006589
   
717329
AD 30
3/21/2013
MCL
MTRSC
1/4
21N
14E
28
SE
   
2013-006590
   
717330
AD 31
3/21/2013
MCL
MTRSC
1/4
21N
14E
27
SW
   
2013-006591
   
717331
AD 32
3/21/2013
MCL
MTRSC
1/4
21N
14E
27
SE
   
2013-006592
   
717332
AD 33
3/21/2013
MCL
MTRSC
1/4
21N
14E
31
NW
   
2013-006593
   
717333
AD 34
3/21/2013
MCL
MTRSC
1/4
21N
14E
31
NE
   
2013-006594
   

Page 13 of 30
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC
or     Traditional
1/4 or
1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment Document Number
717334
AD 35
3/21/2013
MCL
MTRSC
1/4
21N
14E
32
NW
   
2013-006595
   
717335
AD 36
3/21/2013
MCL
MTRSC
1/4
21N
14E
32
NE
   
2013-006596
   
717336
AD 37
3/21/2013
MCL
MTRSC
1/4
21N
14E
33
NW
   
2013-006597
   
717337
AD 38
3/21/2013
MCL
MTRSC
1/4
21N
14E
33
NE
   
2013-006598
   
717338
AD 39
3/21/2013
MCL
MTRSC
1/4
21N
14E
34
NW
   
2013-006599
   
717339
AD 40
3/21/2013
MCL
MTRSC
1/4
21N
14E
34
NE
   
2013-006600
   
717340
AD 41
3/21/2013
MCL
MTRSC
1/4
21N
14E
31
SW
   
2013-006601
   
717341
AD 42
3/21/2013
MCL
MTRSC
1/4
21N
14E
31
SE
   
2013-006602
   
717342
AD 43
3/21/2013
MCL
MTRSC
1/4
21N
14E
32
SW
   
2013-006603
   
717343
AD 44
3/21/2013
MCL
MTRSC
1/4
21N
14E
32
SE
   
2013-006604
   
717344
AD 45
3/21/2013
MCL
MTRSC
1/4
21N
14E
33
SW
   
2013-006605
   
717345
AD 46
3/21/2013
MCL
MTRSC
1/4
21N
14E
33
SE
   
2013-006606
   
717346
AD 47
3/21/2013
MCL
MTRSC
1/4
21N
14E
34
SW
   
2013-006607
   
717347
AD 48
3/21/2013
MCL
MTRSC
1/4
21N
14E
34
SE
   
2013-006608
   
717348
Eagle 218
4/4/2013
MCL
MTRSC
1/4
18N
9E
12
NW
 
4/12/2013
2013-006609
   
717349
Eagle 219
4/4/2013
MCL
MTRSC
1/4
18N
9E
12
NE
 
4/12/2013
2013-006610
   
717350
Eagle 220
4/4/2013
MCL
MTRSC
1/4
18N
10E
7
NW
 
4/12/2013
2013-006611
   
717351
Eagle 221
4/4/2013
MCL
MTRSC
1/4
18N
9E
12
SW
 
4/12/2013
2013-006612
   
717352
Eagle 222
4/4/2013
MCL
MTRSC
1/4
18N
9E
12
SE
 
4/12/2013
2013-006613
   
717353
Eagle 223
4/4/2013
MCL
MTRSC
1/4
18N
10E
7
SW
 
4/12/2013
2013-006614
   
717354
Eagle 224
4/4/2013
MCL
MTRSC
1/4
18N
10E
7
SE
 
4/12/2013
2013-006615
   
717355
Eagle 225
4/4/2013
MCL
MTRSC
1/4
18N
10E
8
SW
 
4/12/2013
2013-006616
   
717356
Eagle 226
4/4/2013
MCL
MTRSC
1/4
18N
10E
8
SE
 
4/12/2013
2013-006617
   
717357
Eagle 227
4/4/2013
MCL
MTRSC
1/4
18N
10E
9
SW
 
4/12/2013
2013-006618
   
717358
Eagle 228
4/4/2013
MCL
MTRSC
1/4
18N
10E
9
SE
 
4/12/2013
2013-006619
   
717359
Eagle 229
4/4/2013
MCL
MTRSC
1/4
18N
9E
13
NW
 
4/12/2013
2013-006620
   
717360
Eagle 230
4/4/2013
MCL
MTRSC
1/4
18N
9E
13
NE
 
4/12/2013
2013-006621
   
717361
Eagle 231
4/4/2013
MCL
MTRSC
1/4
18N
10E
18
NW
 
4/12/2013
2013-006622
   
717362
Eagle 232
4/4/2013
MCL
MTRSC
1/4
18N
10E
18
NE
 
4/12/2013
2013-006623
   
717363
Eagle 233
4/4/2013
MCL
MTRSC
1/4
18N
10E
17
NW
 
4/12/2013
2013-006624
   
717364
Eagle 234
4/4/2013
MCL
MTRSC
1/4
18N
10E
17
NE
 
4/12/2013
2013-006625
   
717365
Eagle 235
4/4/2013
MCL
MTRSC
1/4
18N
10E
16
NW
 
4/12/2013
2013-006626
   
717366
Eagle 236
4/4/2013
MCL
MTRSC
1/4
18N
10E
16
NE
 
4/12/2013
2013-006627
   
717367
Eagle 237
4/4/2013
MCL
MTRSC
1/4
18N
10E
15
NW
 
4/12/2013
2013-006628
   
717368
Eagle 238
4/4/2013
MCL
MTRSC
1/4
18N
10E
15
NE
 
4/12/2013
2013-006629
   
717369
Eagle 239
4/4/2013
MCL
MTRSC
1/4
18N
10E
14
NW
 
4/12/2013
2013-006630
   
717370
Eagle 240
4/4/2013
MCL
MTRSC
1/4
18N
10E
14
NE
 
4/12/2013
2013-006631
   
717371
Eagle 241
4/4/2013
MCL
MTRSC
1/4
18N
10E
13
NW
 
4/12/2013
2013-006632
   
717372
Eagle 242
4/4/2013
MCL
MTRSC
1/4
18N
10E
13
NE
 
4/12/2013
2013-006633
   
717373
Eagle 243
4/4/2013
MCL
MTRSC
1/4
18N
9E
13
SW
 
4/12/2013
2013-006634
   

Page 14 of 30
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC
or     Traditional
1/4 or
1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment Document Number
717374
Eagle 244
4/4/2013
MCL
MTRSC
1/4
18N
9E
13
SE
 
4/12/2013
2013-006635
   
717375
Eagle 245
4/4/2013
MCL
MTRSC
1/4
18N
10E
18
SW
 
4/12/2013
2013-006636
   
717376
Eagle 246
4/4/2013
MCL
MTRSC
1/4
18N
10E
18
SE
 
4/12/2013
2013-006637
   
717377
Eagle 247
4/4/2013
MCL
MTRSC
1/4
18N
10E
17
SW
 
4/12/2013
2013-006638
   
717378
Eagle 248
4/4/2013
MCL
MTRSC
1/4
18N
10E
17
SE
 
4/12/2013
2013-006639
   
717379
Eagle 249
4/4/2013
MCL
MTRSC
1/4
18N
10E
16
SW
 
4/12/2013
2013-006640
   
717380
Eagle 250
4/4/2013
MCL
MTRSC
1/4
18N
10E
16
SE
 
4/12/2013
2013-006641
   
717381
Eagle 251
4/4/2013
MCL
MTRSC
1/4
18N
10E
15
SW
 
4/12/2013
2013-006642
   
717382
Eagle 252
4/4/2013
MCL
MTRSC
1/4
18N
10E
15
SE
 
4/12/2013
2013-006643
   
717383
Eagle 253
4/4/2013
MCL
MTRSC
1/4
18N
10E
14
SW
 
4/12/2013
2013-006644
   
717384
Eagle 254
4/4/2013
MCL
MTRSC
1/4
18N
10E
14
SE
 
4/12/2013
2013-006645
   
717385
Eagle 255
4/4/2013
MCL
MTRSC
1/4
18N
10E
13
SW
 
4/12/2013
2013-006646
   
717386
Eagle 256
4/4/2013
MCL
MTRSC
1/4
18N
10E
13
SE
 
4/12/2013
2013-006647
   
717387
Eagle 257
4/4/2013
MCL
MTRSC
1/4
18N
10E
19
NW
 
4/12/2013
2013-006648
   
717388
Eagle 258
4/4/2013
MCL
MTRSC
1/4
18N
10E
19
NE
 
4/12/2013
2013-006649
   
717389
Eagle 259
4/4/2013
MCL
MTRSC
1/4
18N
10E
20
NW
 
4/12/2013
2013-006650
   
717390
Eagle 260
4/4/2013
MCL
MTRSC
1/4
18N
10E
20
NE
 
4/12/2013
2013-006651
   
717391
Eagle 261
4/4/2013
MCL
MTRSC
1/4
18N
10E
21
NW
 
4/12/2013
2013-006652
   
717392
Eagle 262
4/4/2013
MCL
MTRSC
1/4
18N
10E
21
NE
 
4/12/2013
2013-006653
   
717393
Eagle 263
4/4/2013
MCL
MTRSC
1/4
18N
10E
22
NW
 
4/12/2013
2013-006654
   
717394
Eagle 264
4/4/2013
MCL
MTRSC
1/4
18N
10E
22
NE
 
4/12/2013
2013-006655
   
717395
Eagle 265
4/4/2013
MCL
MTRSC
1/4
18N
10E
23
NW
 
4/12/2013
2013-006656
   
717396
Eagle 266
4/4/2013
MCL
MTRSC
1/4
18N
10E
23
NE
 
4/12/2013
2013-006657
   
717397
Eagle 267
4/4/2013
MCL
MTRSC
1/4
18N
10E
24
NW
 
4/12/2013
2013-006658
   
717398
Eagle 268
4/4/2013
MCL
MTRSC
1/4
18N
10E
24
NE
 
4/12/2013
2013-006659
   
717399
Eagle 269
4/4/2013
MCL
MTRSC
1/4
18N
10E
19
SW
 
4/12/2013
2013-006660
   
717400
Eagle 270
4/4/2013
MCL
MTRSC
1/4
18N
10E
19
SE
 
4/12/2013
2013-006661
   
717401
Eagle 271
4/4/2013
MCL
MTRSC
1/4
18N
10E
20
SW
 
4/12/2013
2013-006662
   
717402
Eagle 272
4/4/2013
MCL
MTRSC
1/4
18N
10E
20
SE
 
4/12/2013
2013-006663
   
717403
Eagle 273
4/4/2013
MCL
MTRSC
1/4
18N
10E
21
SW
 
4/12/2013
2013-006664
   
717404
Eagle 274
4/4/2013
MCL
MTRSC
1/4
18N
10E
21
SE
 
4/12/2013
2013-006665
   
717405
Eagle 275
4/4/2013
MCL
MTRSC
1/4
18N
10E
22
SW
 
4/12/2013
2013-006666
   
717406
Eagle 276
4/4/2013
MCL
MTRSC
1/4
18N
10E
22
SE
 
4/12/2013
2013-006667
   
717407
Eagle 277
4/4/2013
MCL
MTRSC
1/4
18N
10E
23
SW
 
4/12/2013
2013-006668
   
717408
Eagle 278
4/4/2013
MCL
MTRSC
1/4
18N
10E
23
SE
 
4/12/2013
2013-006669
   
717409
Eagle 279
4/4/2013
MCL
MTRSC
1/4
18N
10E
24
SW
 
4/12/2013
2013-006670
   
717410
Eagle 280
4/4/2013
MCL
MTRSC
1/4
18N
10E
24
SE
 
4/12/2013
2013-006671
   
717411
Eagle 281
4/4/2013
MCL
MTRSC
1/4
18N
10E
30
NW
 
4/12/2013
2013-006672
   
717412
Eagle 282
4/4/2013
MCL
MTRSC
1/4
18N
10E
30
NE
 
4/12/2013
2013-006673
   
717413
Eagle 283
4/4/2013
MCL
MTRSC
1/4
18N
10E
29
NW
 
4/12/2013
2013-006674
   

Page 15 of 30
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC
or     Traditional
1/4 or
1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment Document Number
717414
Eagle 284
4/4/2013
MCL
MTRSC
1/4
18N
10E
29
NE
 
4/12/2013
2013-006675
   
717415
Eagle 285
4/4/2013
MCL
MTRSC
1/4
18N
10E
28
NW
 
4/12/2013
2013-006676
   
717416
Eagle 286
4/4/2013
MCL
MTRSC
1/4
18N
10E
28
NE
 
4/12/2013
2013-006677
   
717417
Eagle 287
4/4/2013
MCL
MTRSC
1/4
18N
10E
27
NW
 
4/12/2013
2013-006678
   
717418
Eagle 288
4/4/2013
MCL
MTRSC
1/4
18N
10E
27
NE
 
4/12/2013
2013-006679
   
717419
Eagle 289
4/4/2013
MCL
MTRSC
1/4
18N
10E
26
NW
 
4/12/2013
2013-006680
   
717420
Eagle 290
4/4/2013
MCL
MTRSC
1/4
18N
10E
26
NE
 
4/12/2013
2013-006681
   
717421
Eagle 291
4/4/2013
MCL
MTRSC
1/4
18N
10E
25
NW
 
4/12/2013
2013-006682
   
717422
Eagle 292
4/4/2013
MCL
MTRSC
1/4
18N
10E
25
NE
 
4/12/2013
2013-006683
   
717423
Eagle 293
4/4/2013
MCL
MTRSC
1/4
18N
10E
30
SW
 
4/12/2013
2013-006684
   
717424
Eagle 294
4/4/2013
MCL
MTRSC
1/4
18N
10E
30
SE
 
4/12/2013
2013-006685
   
717425
Eagle 295
4/4/2013
MCL
MTRSC
1/4
18N
10E
29
SW
 
4/12/2013
2013-006686
   
717426
Eagle 296
4/4/2013
MCL
MTRSC
1/4
18N
10E
29
SE
 
4/12/2013
2013-006687
   
717427
Eagle 297
4/4/2013
MCL
MTRSC
1/4
18N
10E
28
SW
 
4/12/2013
2013-006688
   
717428
Eagle 298
4/4/2013
MCL
MTRSC
1/4
18N
10E
28
SE
 
4/12/2013
2013-006689
   
717429
Eagle 299
4/4/2013
MCL
MTRSC
1/4
18N
10E
27
SW
 
4/12/2013
2013-006690
   
717430
Eagle 300
4/4/2013
MCL
MTRSC
1/4
18N
10E
27
SE
 
4/12/2013
2013-006691
   
717431
Eagle 301
4/4/2013
MCL
MTRSC
1/4
18N
10E
26
SW
 
4/12/2013
2013-006692
   
717432
Eagle 302
4/4/2013
MCL
MTRSC
1/4
18N
10E
26
SE
 
4/12/2013
2013-006693
   
717433
Eagle 303
4/4/2013
MCL
MTRSC
1/4
18N
10E
25
SW
 
4/12/2013
2013-006694
   
717434
Eagle 304
4/4/2013
MCL
MTRSC
1/4
18N
10E
25
SE
 
4/12/2013
2013-006695
   
717435
Eagle 305
4/4/2013
MCL
MTRSC
1/4
18N
10E
32
NW
 
4/12/2013
2013-006696
   
717436
Eagle 306
4/4/2013
MCL
MTRSC
1/4
18N
10E
32
NE
 
4/12/2013
2013-006697
   
717437
Eagle 307
4/4/2013
MCL
MTRSC
1/4
18N
10E
33
NW
 
4/12/2013
2013-006698
   
717438
Eagle 308
4/4/2013
MCL
MTRSC
1/4
18N
10E
33
NE
 
4/12/2013
2013-006699
   
717439
Eagle 309
4/4/2013
MCL
MTRSC
1/4
18N
10E
34
NW
 
4/12/2013
2013-006700
   
717440
Eagle 310
4/4/2013
MCL
MTRSC
1/4
18N
10E
34
NE
 
4/12/2013
2013-006701
   
717441
Eagle 311
4/4/2013
MCL
MTRSC
1/4
18N
10E
35
NW
 
4/12/2013
2013-006702
   
717442
Eagle 312
4/4/2013
MCL
MTRSC
1/4
18N
10E
35
NE
 
4/12/2013
2013-006703
   
717443
Eagle 313
4/4/2013
MCL
MTRSC
1/4
18N
10E
36
NW
 
4/12/2013
2013-006704
   
717444
Eagle 314
4/4/2013
MCL
MTRSC
1/4
18N
10E
36
NE
 
4/12/2013
2013-006705
   
717445
Eagle 315
4/4/2013
MCL
MTRSC
1/4
18N
10E
32
SW
 
4/12/2013
2013-006706
   
717446
Eagle 316
4/4/2013
MCL
MTRSC
1/4
18N
10E
32
SE
 
4/12/2013
2013-006707
   
717447
Eagle 317
4/4/2013
MCL
MTRSC
1/4
18N
10E
33
SW
 
4/12/2013
2013-006708
   
717448
Eagle 318
4/4/2013
MCL
MTRSC
1/4
18N
10E
33
SE
 
4/12/2013
2013-006709
   
717449
Eagle 319
4/4/2013
MCL
MTRSC
1/4
18N
10E
34
SW
 
4/12/2013
2013-006710
   
717450
Eagle 320
4/4/2013
MCL
MTRSC
1/4
18N
10E
34
SE
 
4/12/2013
2013-006711
   
717451
Eagle 321
4/4/2013
MCL
MTRSC
1/4
18N
10E
35
SW
 
4/12/2013
2013-006712
   
717452
Eagle 322
4/4/2013
MCL
MTRSC
1/4
18N
10E
35
SE
 
4/12/2013
2013-006713
   
717453
Eagle 323
4/4/2013
MCL
MTRSC
1/4
18N
10E
36
SW
 
4/12/2013
2013-006714
   

Page 16 of 30
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC
or     Traditional
1/4 or
1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment Document Number
717454
Eagle 324
4/4/2013
MCL
MTRSC
1/4
18N
10E
36
SE
 
4/12/2013
2013-006715
   
717455
Eagle 325
4/4/2013
MCL
MTRSC
1/4
17N
10E
4
NW
 
4/12/2013
2013-006716
   
717456
Eagle 326
4/4/2013
MCL
MTRSC
1/4
17N
10E
4
NE
 
4/12/2013
2013-006717
   
717457
Eagle 327
4/4/2013
MCL
MTRSC
1/4
17N
10E
3
NW
 
4/12/2013
2013-006718
   
717458
Eagle 328
4/4/2013
MCL
MTRSC
1/4
17N
10E
3
NE
 
4/12/2013
2013-006719
   
717459
Eagle 329
4/4/2013
MCL
MTRSC
1/4
17N
10E
2
NW
 
4/12/2013
2013-006720
   
717460
Eagle 330
4/4/2013
MCL
MTRSC
1/4
17N
10E
2
NE
 
4/12/2013
2013-006721
   
717461
Eagle 331
4/4/2013
MCL
MTRSC
1/4
17N
10E
1
NW
 
4/12/2013
2013-006722
   
717462
Eagle 332
4/4/2013
MCL
MTRSC
1/4
17N
10E
1
NE
 
4/12/2013
2013-006723
   
717463
Eagle 333
4/4/2013
MCL
MTRSC
1/4
17N
11E
6
NW
 
4/12/2013
2013-006724
7/8/2020
2020-009878-0
717464
Eagle 334
4/4/2013
MCL
MTRSC
1/4
17N
11E
6
NE
 
4/12/2013
2013-006725
7/8/2020
2020-009879-0
717465
Eagle 335
4/4/2013
MCL
MTRSC
1/4
17N
11E
5
NW
 
4/12/2013
2013-006726
7/8/2020
2020-009880-0
717466
Eagle 336
4/4/2013
MCL
MTRSC
1/4
17N
11E
5
NE
 
4/12/2013
2013-006727
7/8/2020
2020-009881-0
717467
Eagle 337
4/4/2013
MCL
MTRSC
1/4
17N
10E
4
SW
 
4/12/2013
2013-006728
   
717468
Eagle 338
4/4/2013
MCL
MTRSC
1/4
17N
10E
4
SE
 
4/12/2013
2013-006729
   
717469
Eagle 339
4/4/2013
MCL
MTRSC
1/4
17N
10E
3
SW
 
4/12/2013
2013-006730
   
717470
Eagle 340
4/4/2013
MCL
MTRSC
1/4
17N
10E
3
SE
 
4/12/2013
2013-006731
   
717471
Eagle 341
4/4/2013
MCL
MTRSC
1/4
17N
10E
2
SW
 
4/12/2013
2013-006732
   
717472
Eagle 342
4/4/2013
MCL
MTRSC
1/4
17N
10E
2
SE
 
4/12/2013
2013-006733
   
717473
Eagle 343
4/4/2013
MCL
MTRSC
1/4
17N
10E
1
SW
 
4/12/2013
2013-006734
   
717474
Eagle 344
4/4/2013
MCL
MTRSC
1/4
17N
10E
1
SE
 
4/12/2013
2013-006735
   
717475
Eagle 345
4/4/2013
MCL
MTRSC
1/4
17N
11E
6
SW
 
4/12/2013
2013-006736
   
717476
Eagle 346
4/4/2013
MCL
MTRSC
1/4
17N
11E
6
SE
 
4/12/2013
2013-006737
   
717477
Eagle 347
4/4/2013
MCL
MTRSC
1/4
17N
11E
5
SW
 
4/12/2013
2013-006738
   
717478
Eagle 348
4/4/2013
MCL
MTRSC
1/4
17N
11E
5
SE
 
4/12/2013
2013-006739
   
717479
Eagle 349
4/4/2013
LL
MTRSC
1/4
17N
10E
12
NW
 
4/12/2013
2013-006740
   
717480
Eagle 350
4/4/2013
LL
MTRSC
1/4
17N
10E
12
NE
 
4/12/2013
2013-006741
   
717481
Eagle 351
4/4/2013
LL
MTRSC
1/4
17N
11E
7
NW
 
4/12/2013
2013-006742
   
717482
Eagle 352
3/22/2013
LL
MTRSC
1/4
17N
11E
7
NE
 
4/12/2013
2013-006743
   
717483
Eagle 353
3/22/2013
LL
MTRSC
1/4
17N
11E
8
NW
 
4/12/2013
2013-006744
   
717484
Eagle 354
3/22/2013
LL
MTRSC
1/4
17N
11E
8
NE
 
4/12/2013
2013-006745
   
717485
Eagle 355
4/4/2013
LL
MTRSC
1/4
17N
10E
12
SW
 
4/12/2013
2013-006746
   
717486
Eagle 356
4/4/2013
LL
MTRSC
1/4
17N
10E
12
SE
 
4/12/2013
2013-006747
   
717487
Eagle 357
4/4/2013
LL
MTRSC
1/4
17N
11E
7
SW
 
4/12/2013
2013-006748
   
717488
Eagle 358
4/4/2013
LL
MTRSC
1/4
17N
11E
7
SE
 
4/12/2013
2013-006749
   
717489
Eagle 359
4/4/2013
LL
MTRSC
1/4
17N
11E
8
SW
 
4/12/2013
2013-006750
   
717490
Eagle 360
4/4/2013
LL
MTRSC
1/4
17N
11E
8
SE
 
4/12/2013
2013-006751
   
717491
Eagle 361
4/4/2013
LL
MTRSC
1/4
17N
10E
13
NW
 
4/12/2013
2013-006752
   
717492
Eagle 362
4/4/2013
LL
MTRSC
1/4
17N
10E
13
NE
 
4/12/2013
2013-006753
   
717493
Eagle 363
4/4/2013
LL
MTRSC
1/4
17N
11E
18
NW
 
4/12/2013
2013-006754
   

Page 17 of 30
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC
or     Traditional
1/4 or
1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment Document Number
717494
Eagle 364
4/4/2013
LL
MTRSC
1/4
17N
11E
18
NE
 
4/12/2013
2013-006755
   
717495
Eagle 365
4/4/2013
LL
MTRSC
1/4
17N
11E
17
NW
 
4/12/2013
2013-006756
   
717496
Eagle 366
4/4/2013
LL
MTRSC
1/4
17N
11E
17
NE
 
4/12/2013
2013-006757
   
717497
Eagle 367
4/4/2013
LL
MTRSC
1/4
17N
10E
13
SW
 
4/12/2013
2013-006758
   
717498
Eagle 368
4/4/2013
LL
MTRSC
1/4
17N
10E
13
SE
 
4/12/2013
2013-006759
   
717499
Eagle 369
4/4/2013
LL
MTRSC
1/4
17N
11E
18
SW
 
4/12/2013
2013-006760
   
717500
Eagle 370
4/4/2013
LL
MTRSC
1/4
17N
11E
18
SE
 
4/12/2013
2013-006761
   
717501
Eagle 371
4/4/2013
LL
MTRSC
1/4
17N
11E
17
SW
 
4/12/2013
2013-006762
   
717502
Eagle 372
4/4/2013
LL
MTRSC
1/4
17N
11E
17
SE
 
4/12/2013
2013-006763
   
720353
Eagle 373
3/19/2015
LL
MTRSC
1/4
17N
10E
24
NW
 
3/20/2015
2015-004029
   
720354
Eagle 374
3/19/2015
LL
MTRSC
1/4
17N
10E
24
NE
 
3/20/2015
2015-004030
   
720355
Eagle 375
3/19/2015
LL
MTRSC
1/4
17N
11E
19
NW
 
3/20/2015
2015-004031
   
720356
Eagle 376
3/19/2015
LL
MTRSC
1/4
17N
11E
19
NE
 
3/20/2015
2015-004032
   
720357
Eagle 377
3/19/2015
LL
MTRSC
1/4
17N
11E
20
NW
 
3/20/2015
2015-004033
   
720358
Eagle 378
3/19/2015
LL
MTRSC
1/4
17N
11E
20
NE
 
3/20/2015
2015-004034
   
720359
Eagle 379
3/19/2015
MCL
MTRSC
1/4
17N
11E
21
NW
 
3/20/2015
2015-004035
   
720360
Eagle 380
3/19/2015
MCL
MTRSC
1/4
17N
11E
21
NE
 
3/20/2015
2015-004036
   
720361
Eagle 381
3/19/2015
MCL
MTRSC
1/4
17N
11E
22
NW
 
3/20/2015
2015-004037
   
720362
Eagle 382
3/19/2015
MCL
MTRSC
1/4
17N
11E
22
NE
 
3/20/2015
2015-004038
   
720363
Eagle 383
3/19/2015
LL
MTRSC
1/4
17N
11E
19
SW
 
3/20/2015
2015-004039
   
720364
Eagle 384
3/19/2015
LL
MTRSC
1/4
17N
11E
19
SE
 
3/20/2015
2015-004040
   
720365
Eagle 385
3/19/2015
LL
MTRSC
1/4
17N
11E
20
SW
 
3/20/2015
2015-004041
   
720366
Eagle 386
3/19/2015
LL
MTRSC
1/4
17N
11E
20
SE
 
3/20/2015
2015-004042
   
720367
Eagle 387
3/19/2015
MCL
MTRSC
1/4
17N
11E
21
SW
 
3/20/2015
2015-004043
   
720368
Eagle 388
3/19/2015
MCL
MTRSC
1/4
17N
11E
21
SE
 
3/20/2015
2015-004044
   
720369
Eagle 389
3/19/2015
MCL
MTRSC
1/4
17N
11E
22
SW
 
3/20/2015
2015-004045
   
720370
Eagle 390
3/19/2015
MCL
MTRSC
1/4
17N
11E
22
SE
 
3/20/2015
2015-004046
   
720371
Eagle 391
3/19/2015
MCL
MTRSC
1/4
17N
11E
30
NE
 
3/20/2015
2015-004047
   
720372
Eagle 392
3/19/2015
MCL
MTRSC
1/4
17N
11E
29
NW
 
3/20/2015
2015-004048
   
720373
Eagle 393
3/19/2015
MCL
MTRSC
1/4
17N
11E
29
NE
 
3/20/2015
2015-004049
   
720374
Eagle 394
3/19/2015
MCL
MTRSC
1/4
17N
11E
28
NW
 
3/20/2015
2015-004050
   
720375
Eagle 395
3/19/2015
MCL
MTRSC
1/4
17N
11E
28
NE
 
3/20/2015
2015-004051
   
720376
Eagle 396
3/19/2015
MCL
MTRSC
1/4
17N
11E
27
NW
 
3/20/2015
2015-004052
   
720377
Eagle 397
3/19/2015
MCL
MTRSC
1/4
17N
11E
27
NE
 
3/20/2015
2015-004053
   
720378
Eagle 398
3/19/2015
MCL
MTRSC
1/4
17N
11E
26
NW
 
3/20/2015
2015-004054
   
720379
Eagle 399
3/19/2015
MCL
MTRSC
1/4
17N
11E
26
NE
 
3/20/2015
2015-004055
   
720380
Eagle 400
3/19/2015
MCL
MTRSC
1/4
17N
11E
29
SW
 
3/20/2015
2015-004056
   
720381
Eagle 401
3/19/2015
MCL
MTRSC
1/4
17N
11E
29
SE
 
3/20/2015
2015-004057
   
720382
Eagle 402
3/19/2015
MCL
MTRSC
1/4
17N
11E
28
SW
 
3/20/2015
2015-004058
   
720383
Eagle 403
3/19/2015
MCL
MTRSC
1/4
17N
11E
28
SE
 
3/20/2015
2015-004059
   

Page 18 of 30
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC
or     Traditional
1/4 or
1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment Document Number
720384
Eagle 404
3/19/2015
MCL
MTRSC
1/4
17N
11E
27
SW
 
3/20/2015
2015-004060
   
720385
Eagle 405
3/19/2015
MCL
MTRSC
1/4
17N
11E
27
SE
 
3/20/2015
2015-004061
   
720386
Eagle 406
3/19/2015
MCL
MTRSC
1/4
17N
11E
26
SW
 
3/20/2015
2015-004062
   
720387
Eagle 407
3/19/2015
MCL
MTRSC
1/4
17N
11E
26
SE
 
3/20/2015
2015-004063
   
720388
Eagle 408
3/19/2015
MCL
MTRSC
1/4
17N
11E
33
NW
 
3/20/2015
2015-004064
   
720389
Eagle 409
3/19/2015
MCL
MTRSC
1/4
17N
11E
33
NE
 
3/20/2015
2015-004065
   
720390
Eagle 410
3/19/2015
MCL
MTRSC
1/4
17N
11E
34
NW
 
3/20/2015
2015-004066
   
720391
Eagle 411
3/19/2015
MCL
MTRSC
1/4
17N
11E
34
NE
 
3/20/2015
2015-004067
   
720392
Eagle 412
3/19/2015
MCL
MTRSC
1/4
17N
11E
35
NW
 
3/20/2015
2015-004068
   
720393
Eagle 413
3/19/2015
MCL
MTRSC
1/4
17N
11E
35
NE
 
3/20/2015
2015-004069
   
720394
Eagle 414
3/19/2015
MCL
MTRSC
1/4
17N
11E
34
SW
 
3/20/2015
2015-004070
   
720395
Eagle 415
3/19/2015
MCL
MTRSC
1/4
17N
11E
34
SE
 
3/20/2015
2015-004071
   
720396
Eagle 416
3/19/2015
MCL
MTRSC
1/4
17N
11E
35
SW
 
3/20/2015
2015-004072
   
720397
Eagle 417
3/19/2015
MCL
MTRSC
1/4
17N
11E
35
SE
 
3/20/2015
2015-004073
   
720398
Eagle 418
3/19/2015
MCL
MTRSC
1/4
17N
10E
10
NW
 
3/20/2015
2015-004074
   
720399
Eagle 419
3/19/2015
MCL
MTRSC
1/4
17N
10E
10
NE
 
3/20/2015
2015-004075
   
720400
Eagle 420
3/19/2015
MCL
MTRSC
1/4
17N
10E
11
NW
 
3/20/2015
2015-004076
   
720401
Eagle 421
3/19/2015
MCL
MTRSC
1/4
17N
10E
11
NE
 
3/20/2015
2015-004077
   
720402
Eagle 422
3/19/2015
MCL
MTRSC
1/4
17N
10E
10
SW
 
3/20/2015
2015-004078
   
720403
Eagle 423
3/19/2015
MCL
MTRSC
1/4
17N
10E
10
SE
 
3/20/2015
2015-004079
   
720404
Eagle 424
3/19/2015
MCL
MTRSC
1/4
17N
10E
11
SW
 
3/20/2015
2015-004080
   
720405
Eagle 425
3/19/2015
MCL
MTRSC
1/4
17N
10E
11
SE
 
3/20/2015
2015-004081
   
720406
Eagle 426
3/19/2015
MCL
MTRSC
1/4
17N
10E
14
NW
 
3/20/2015
2015-004082
   
720407
Eagle 427
3/19/2015
MCL
MTRSC
1/4
17N
10E
14
NE
 
3/20/2015
2015-004083
   
720408
Eagle 428
3/19/2015
MCL
MTRSC
1/4
17N
10E
14
SE
 
3/20/2015
2015-004084
   
720409
Eagle 429
3/19/2015
MCL
MTRSC
1/4
18N
9E
24
NW
 
3/20/2015
2015-004085
   
720410
Eagle 430
3/19/2015
MCL
MTRSC
1/4
18N
9E
24
NE
 
3/20/2015
2015-004086
   
720411
Eagle 431
3/19/2015
MCL
MTRSC
1/4
18N
9E
24
SE
 
3/20/2015
2015-004087
   
722726
Noah 1
11/18/2016
MCL
MTRSC
1/4-1/4
16N
11E
21
SE
NW
12/14/2016
2016-019067
   
722727
Noah 2
11/18/2016
MCL
MTRSC
1/4-1/4
16N
11E
21
SE
NE
12/14/2016
2016-019068
   
722728
Noah 3
11/18/2016
MCL
MTRSC
1/4-1/4
16N
11E
22
SW
NW
12/14/2016
2016-019069
   
722729
Noah 4
11/30/2016
MCL
MTRSC
1/4-1/4
16N
11E
22
SW
NE
12/14/2016
2016-019070
   
722730
Noah 5
11/18/2016
MCL
MTRSC
1/4-1/4
16N
11E
22
SW
SE
12/14/2016
2016-019071
   
722731
Noah 6
11/19/2016
MCL
MTRSC
1/4
17N
10E
19
NW
 
12/14/2016
2016-019072
   
722732
Noah 7
11/19/2016
MCL
MTRSC
1/4
17N
10E
19
NE
 
12/14/2016
2016-019073
   
722733
Noah 8
11/19/2016
MCL
MTRSC
1/4
17N
10E
20
NW
 
12/14/2016
2016-019074
   
722734
Noah 9
11/19/2016
MCL
MTRSC
1/4
17N
10E
20
NE
 
12/14/2016
2016-019075
   
722735
Noah 10
11/19/2016
MCL
MTRSC
1/4
17N
10E
21
NW
 
12/14/2016
2016-019076
   
722736
Noah 11
11/19/2016
MCL
MTRSC
1/4
17N
10E
21
NE
 
12/14/2016
2016-019077
   
722737
Noah 12
11/30/2016
MCL
MTRSC
1/4
17N
10E
22
NW
 
12/14/2016
2016-019078
   

Page 19 of 30
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC
or     Traditional
1/4 or
1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment Document Number
722738
Noah 13
11/30/2016
MCL
MTRSC
1/4
17N
10E
22
NE
 
12/14/2016
2016-019079
   
722739
Noah 14
11/30/2016
MCL
MTRSC
1/4
17N
10E
23
NW
 
12/14/2016
2016-019080
   
722740
Noah 15
11/17/2016
MCL
MTRSC
1/4
17N
10E
23
NE
 
12/14/2016
2016-019081
   
722741
Noah 16
11/19/2016
MCL
MTRSC
1/4
17N
10E
19
SW
 
12/14/2016
2016-019082
   
722742
Noah 17
11/19/2016
MCL
MTRSC
1/4
17N
10E
19
SE
 
12/14/2016
2016-019083
   
722743
Noah 18
11/19/2016
MCL
MTRSC
1/4
17N
10E
20
SW
 
12/14/2016
2016-019084
   
722744
Noah 19
11/19/2016
MCL
MTRSC
1/4
17N
10E
20
SE
 
12/14/2016
2016-019085
   
722745
Noah 20
11/19/2016
MCL
MTRSC
1/4
17N
10E
21
SW
 
12/14/2016
2016-019086
   
722746
Noah 21
11/19/2016
MCL
MTRSC
1/4
17N
10E
21
SE
 
12/14/2016
2016-019087
   
722747
Noah 22
11/30/2016
MCL
MTRSC
1/4
17N
10E
22
SW
 
12/14/2016
2016-019088
   
722748
Noah 23
11/30/2016
MCL
MTRSC
1/4
17N
10E
22
SE
 
12/14/2016
2016-019089
   
722749
Noah 24
11/30/2016
MCL
MTRSC
1/4
17N
10E
23
SW
 
12/14/2016
2016-019090
   
722750
Noah 25
11/17/2016
MCL
MTRSC
1/4
17N
10E
23
SE
 
12/14/2016
2016-019091
   
722751
Noah 26
11/17/2016
LL
MTRSC
1/4
17N
10E
24
SW
 
12/14/2016
2016-019092
   
722752
Noah 27
11/30/2016
LL
MTRSC
1/4
17N
10E
24
SE
 
12/14/2016
2016-019093
   
722753
Noah 28
11/19/2016
MCL
MTRSC
1/4
17N
10E
30
NW
 
12/14/2016
2016-019094
   
722754
Noah 29
11/19/2016
MCL
MTRSC
1/4
17N
10E
30
NE
 
12/14/2016
2016-019095
   
722755
Noah 30
11/19/2016
MCL
MTRSC
1/4
17N
10E
29
NW
 
12/14/2016
2016-019096
   
722756
Noah 31
11/19/2016
MCL
MTRSC
1/4
17N
10E
29
NE
 
12/14/2016
2016-019097
   
722757
Noah 32
11/19/2016
MCL
MTRSC
1/4
17N
10E
28
NW
 
12/14/2016
2016-019098
   
722758
Noah 33
11/19/2016
MCL
MTRSC
1/4
17N
10E
28
NE
 
12/14/2016
2016-019099
   
722759
Noah 34
11/30/2016
MCL
MTRSC
1/4
17N
10E
27
NW
 
12/14/2016
2016-019100
   
722760
Noah 35
11/30/2016
MCL
MTRSC
1/4
17N
10E
27
NE
 
12/14/2016
2016-019101
   
722761
Noah 36
11/30/2016
MCL
MTRSC
1/4
17N
10E
26
NW
 
12/14/2016
2016-019102
   
722762
Noah 37
11/17/2016
MCL
MTRSC
1/4
17N
10E
26
NE
 
12/14/2016
2016-019103
   
722763
Noah 38
11/17/2016
MCL
MTRSC
1/4
17N
10E
25
NW
 
12/14/2016
2016-019104
   
722764
Noah 39
11/17/2016
MCL
MTRSC
1/4
17N
10E
25
NE
 
12/14/2016
2016-019105
   
722765
Noah 40
11/17/2016
MCL
MTRSC
1/4
17N
11E
30
NW
 
12/14/2016
2016-019106
   
722766
Noah 41
11/19/2016
MCL
MTRSC
1/4
17N
10E
30
SW
 
12/14/2016
2016-019107
   
722767
Noah 42
11/19/2016
MCL
MTRSC
1/4
17N
10E
30
SE
 
12/14/2016
2016-019108
   
722768
Noah 43
11/19/2016
MCL
MTRSC
1/4
17N
10E
29
SW
 
12/14/2016
2016-019109
   
722769
Noah 44
11/19/2016
MCL
MTRSC
1/4
17N
10E
29
SE
 
12/14/2016
2016-019110
   
722770
Noah 45
11/19/2016
MCL
MTRSC
1/4
17N
10E
28
SW
 
12/14/2016
2016-019111
   
722771
Noah 46
11/19/2016
MCL
MTRSC
1/4
17N
10E
28
SE
 
12/14/2016
2016-019112
   
722772
Noah 47
11/30/2016
MCL
MTRSC
1/4
17N
10E
27
SW
 
12/14/2016
2016-019113
   
722773
Noah 48
11/30/2016
MCL
MTRSC
1/4
17N
10E
27
SE
 
12/14/2016
2016-019114
   
722774
Noah 49
11/30/2016
MCL
MTRSC
1/4
17N
10E
26
SW
 
12/14/2016
2016-019115
   
722775
Noah 50
11/17/2016
MCL
MTRSC
1/4
17N
10E
26
SE
 
12/14/2016
2016-019116
   
722776
Noah 51
11/17/2016
MCL
MTRSC
1/4
17N
10E
25
SW
 
12/14/2016
2016-019117
   
722777
Noah 52
11/17/2016
MCL
MTRSC
1/4
17N
10E
25
SE
 
12/14/2016
2016-019118
   

Page 20 of 30
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC
or     Traditional
1/4 or
1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment Document Number
722818
Noah 93
11/30/2016
MCL
MTRSC
1/4
16N
11E
6
NW
 
12/14/2016
2016-019159
   
722819
Noah 94
11/30/2016
MCL
MTRSC
1/4
16N
11E
6
NE
 
12/14/2016
2016-019160
   
722820
Noah 95
11/30/2016
MCL
MTRSC
1/4
16N
11E
5
NW
 
12/14/2016
2016-019161
   
722821
Noah 96
11/17/2016
MCL
MTRSC
1/4
16N
11E
5
NE
 
12/14/2016
2016-019162
   
722822
Noah 97
11/17/2016
MCL
MTRSC
1/4
16N
11E
4
NW
 
12/14/2016
2016-019163
   
722823
Noah 98
11/17/2016
MCL
MTRSC
1/4
16N
11E
4
NE
 
12/14/2016
2016-019164
   
722824
Noah 99
11/17/2016
MCL
MTRSC
1/4
16N
11E
3
NW
 
12/14/2016
2016-019165
   
722825
Noah 100
11/17/2016
MCL
MTRSC
1/4
16N
11E
3
NE
 
12/14/2016
2016-019166
   
722826
Noah 101
11/17/2016
MCL
MTRSC
1/4
16N
11E
2
NW
 
12/14/2016
2016-019167
   
722827
Noah 102
11/17/2016
MCL
MTRSC
1/4
16N
11E
2
NE
 
12/14/2016
2016-019168
   
722828
Noah 103
11/17/2016
MCL
MTRSC
1/4
16N
11E
1
NW
 
12/14/2016
2016-019169
   
722829
Noah 104
11/17/2016
MCL
MTRSC
1/4
16N
11E
1
NE
 
12/14/2016
2016-019170
   
722830
Noah 105
11/17/2016
MCL
MTRSC
1/4
16N
12E
6
NW
 
12/14/2016
2016-019171
   
722831
Noah 106
11/17/2016
MCL
MTRSC
1/4
16N
12E
6
NE
 
12/14/2016
2016-019172
7/8/2020
2020-009882-0
722832
Noah 107
11/30/2016
MCL
MTRSC
1/4
16N
10E
2
SW
 
12/14/2016
2016-019173
   
722833
Noah 108
11/30/2016
MCL
MTRSC
1/4
16N
10E
2
SE
 
12/14/2016
2016-019174
   
722834
Noah 109
11/30/2016
MCL
MTRSC
1/4
16N
10E
1
SW
 
12/14/2016
2016-019175
   
722835
Noah 110
11/30/2016
MCL
MTRSC
1/4
16N
10E
1
SE
 
12/14/2016
2016-019176
   
722836
Noah 111
11/30/2016
MCL
MTRSC
1/4
16N
11E
6
SW
 
12/14/2016
2016-019177
   
722837
Noah 112
11/17/2016
MCL
MTRSC
1/4
16N
11E
6
SE
 
12/14/2016
2016-019178
   
722838
Noah 113
11/17/2016
MCL
MTRSC
1/4
16N
11E
5
SW
 
12/14/2016
2016-019179
   
722839
Noah 114
11/17/2016
MCL
MTRSC
1/4
16N
11E
5
SE
 
12/14/2016
2016-019180
   
722840
Noah 115
11/17/2016
MCL
MTRSC
1/4
16N
11E
4
SW
 
12/14/2016
2016-019181
   
722841
Noah 116
11/17/2016
MCL
MTRSC
1/4
16N
11E
4
SE
 
12/14/2016
2016-019182
   
722842
Noah 117
11/17/2016
MCL
MTRSC
1/4
16N
11E
3
SW
 
12/14/2016
2016-019183
   
722843
Noah 118
11/17/2016
MCL
MTRSC
1/4
16N
11E
3
SE
 
12/14/2016
2016-019184
   
722844
Noah 119
11/17/2016
MCL
MTRSC
1/4
16N
11E
2
SW
 
12/14/2016
2016-019185
   
722845
Noah 120
11/17/2016
MCL
MTRSC
1/4
16N
11E
2
SE
 
12/14/2016
2016-019186
   
722846
Noah 121
11/17/2016
MCL
MTRSC
1/4
16N
11E
1
SW
 
12/14/2016
2016-019187
   
722847
Noah 122
11/17/2016
MCL
MTRSC
1/4
16N
11E
1
SE
 
12/14/2016
2016-019188
   
722848
Noah 123
11/17/2016
MCL
MTRSC
1/4
16N
12E
6
SW
 
12/14/2016
2016-019189
   
722849
Noah 124
11/17/2016
MCL
MTRSC
1/4
16N
12E
6
SE
 
12/14/2016
2016-019190
   
722850
Noah 125
11/30/2016
MCL
MTRSC
1/4
16N
10E
11
NW
 
12/14/2016
2016-019191
   
722851
Noah 126
11/30/2016
MCL
MTRSC
1/4
16N
10E
11
NE
 
12/14/2016
2016-019192
   
722852
Noah 127
11/30/2016
MCL
MTRSC
1/4
16N
10E
12
NW
 
12/14/2016
2016-019193
   
722853
Noah 128
11/30/2016
MCL
MTRSC
1/4
16N
10E
12
NE
 
12/14/2016
2016-019194
   
722854
Noah 129
11/19/2016
MCL
MTRSC
1/4
16N
11E
7
NW
 
12/14/2016
2016-019195
   
722855
Noah 130
11/19/2016
MCL
MTRSC
1/4
16N
11E
7
NE
 
12/14/2016
2016-019196
   
722856
Noah 131
11/19/2016
MCL
MTRSC
1/4
16N
11E
8
NW
 
12/14/2016
2016-019197
   
722857
Noah 132
11/19/2016
MCL
MTRSC
1/4
16N
11E
8
NE
 
12/14/2016
2016-019198
   

Page 21 of 30
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC
or     Traditional
1/4 or
1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment Document Number
722858
Noah 133
11/19/2016
MCL
MTRSC
1/4
16N
11E
9
NW
 
12/14/2016
2016-019199
   
722859
Noah 134
11/19/2016
MCL
MTRSC
1/4
16N
11E
9
NE
 
12/14/2016
2016-019200
   
722860
Noah 135
11/18/2016
MCL
MTRSC
1/4
16N
11E
10
NW
 
12/14/2016
2016-019201
   
722861
Noah 136
11/19/2016
MCL
MTRSC
1/4
16N
11E
10
NE
 
12/14/2016
2016-019202
   
722862
Noah 137
11/18/2016
MCL
MTRSC
1/4
16N
11E
11
NW
 
12/14/2016
2016-019203
   
722863
Noah 138
11/18/2016
MCL
MTRSC
1/4
16N
11E
11
NE
 
12/14/2016
2016-019204
   
722864
Noah 139
11/18/2016
MCL
MTRSC
1/4
16N
11E
12
NW
 
12/14/2016
2016-019205
   
722865
Noah 140
11/18/2016
MCL
MTRSC
1/4
16N
11E
12
NE
 
12/14/2016
2016-019206
   
722866
Noah 141
11/18/2016
MCL
MTRSC
1/4
16N
12E
7
NW
 
12/14/2016
2016-019207
   
722867
Noah 142
11/18/2016
MCL
MTRSC
1/4
16N
12E
7
NE
 
12/14/2016
2016-019208
   
722868
Noah 143
11/18/2016
MCL
MTRSC
1/4
16N
12E
8
NW
 
12/14/2016
2016-019209
   
722869
Noah 144
11/18/2016
MCL
MTRSC
1/4
16N
12E
8
NE
 
12/14/2016
2016-019210
   
722870
Noah 145
11/30/2016
MCL
MTRSC
1/4
16N
10E
11
SW
 
12/14/2016
2016-019211
   
722871
Noah 146
11/30/2016
MCL
MTRSC
1/4
16N
10E
11
SE
 
12/14/2016
2016-019212
   
722872
Noah 147
11/30/2016
MCL
MTRSC
1/4
16N
10E
12
SW
 
12/14/2016
2016-019213
   
722873
Noah 148
11/30/2016
MCL
MTRSC
1/4
16N
10E
12
SE
 
12/14/2016
2016-019214
   
722874
Noah 149
11/30/2016
MCL
MTRSC
1/4
16N
11E
7
SW
 
12/14/2016
2016-019215
   
722875
Noah 150
11/19/2016
MCL
MTRSC
1/4
16N
11E
7
SE
 
12/14/2016
2016-019216
   
722876
Noah 151
11/19/2016
MCL
MTRSC
1/4
16N
11E
8
SW
 
12/14/2016
2016-019217
   
722877
Noah 152
11/19/2016
MCL
MTRSC
1/4
16N
11E
8
SE
 
12/14/2016
2016-019218
   
722878
Noah 153
11/19/2016
MCL
MTRSC
1/4
16N
11E
9
SW
 
12/14/2016
2016-019219
   
722879
Noah 154
11/19/2016
MCL
MTRSC
1/4
16N
11E
9
SE
 
12/14/2016
2016-019220
   
722880
Noah 155
11/19/2016
MCL
MTRSC
1/4
16N
11E
10
SW
 
12/14/2016
2016-019221
   
722881
Noah 156
11/18/2016
MCL
MTRSC
1/4
16N
11E
10
SE
 
12/14/2016
2016-019222
   
722882
Noah 157
11/18/2016
MCL
MTRSC
1/4
16N
11E
11
SW
 
12/14/2016
2016-019223
   
722883
Noah 158
11/18/2016
MCL
MTRSC
1/4
16N
11E
11
SE
 
12/14/2016
2016-019224
   
722884
Noah 159
11/18/2016
MCL
MTRSC
1/4
16N
11E
12
SW
 
12/14/2016
2016-019225
   
722885
Noah 160
11/18/2016
MCL
MTRSC
1/4
16N
11E
12
SE
 
12/14/2016
2016-019226
   
722886
Noah 161
11/18/2016
MCL
MTRSC
1/4
16N
12E
7
SW
 
12/14/2016
2016-019227
   
722887
Noah 162
11/18/2016
MCL
MTRSC
1/4
16N
12E
7
SE
 
12/14/2016
2016-019228
   
722888
Noah 163
11/18/2016
MCL
MTRSC
1/4
16N
12E
8
SW
 
12/14/2016
2016-019229
   
722889
Noah 164
11/18/2016
MCL
MTRSC
1/4
16N
12E
8
SE
 
12/14/2016
2016-019230
   
722890
Noah 165
11/30/2016
MCL
MTRSC
1/4
16N
10E
13
NW
 
12/14/2016
2016-019231
   
722891
Noah 166
11/30/2016
MCL
MTRSC
1/4
16N
10E
13
NE
 
12/14/2016
2016-019232
   
722892
Noah 167
11/30/2016
MCL
MTRSC
1/4
16N
11E
18
NW
 
12/14/2016
2016-019233
   
722893
Noah 168
11/30/2016
MCL
MTRSC
1/4
16N
11E
18
NE
 
12/14/2016
2016-019234
   
722894
Noah 169
11/30/2016
MCL
MTRSC
1/4
16N
11E
17
NW
 
12/14/2016
2016-019235
   
722895
Noah 170
11/30/2016
MCL
MTRSC
1/4
16N
11E
17
NE
 
12/14/2016
2016-019236
   
722896
Noah 171
11/30/2016
MCL
MTRSC
1/4
16N
11E
16
NW
 
12/14/2016
2016-019237
   
722897
Noah 172
11/19/2016
MCL
MTRSC
1/4
16N
11E
16
NE
 
12/14/2016
2016-019238
   

Page 22 of 30
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC
or     Traditional
1/4 or
1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment Document Number
722898
Noah 173
11/19/2016
MCL
MTRSC
1/4
16N
11E
15
NW
 
12/14/2016
2016-019239
   
722899
Noah 174
11/18/2016
MCL
MTRSC
1/4
16N
11E
15
NE
 
12/14/2016
2016-019240
   
722900
Noah 175
11/19/2016
MCL
MTRSC
1/4
16N
11E
14
NW
 
12/14/2016
2016-019241
   
722901
Noah 176
11/18/2016
MCL
MTRSC
1/4
16N
11E
14
NE
 
12/14/2016
2016-019242
   
722902
Noah 177
11/18/2016
MCL
MTRSC
1/4
16N
11E
13
NW
 
12/14/2016
2016-019243
   
722903
Noah 178
11/18/2016
MCL
MTRSC
1/4
16N
11E
13
NE
 
12/14/2016
2016-019244
   
722904
Noah 179
11/18/2016
MCL
MTRSC
1/4
16N
12E
18
NW
 
12/14/2016
2016-019245
   
722905
Noah 180
11/30/2016
MCL
MTRSC
1/4
16N
10E
13
SW
 
12/14/2016
2016-019246
   
722906
Noah 181
11/30/2016
MCL
MTRSC
1/4
16N
10E
13
SE
 
12/14/2016
2016-019247
   
722907
Noah 182
11/19/2016
MCL
MTRSC
1/4
16N
11E
18
SW
 
12/14/2016
2016-019248
   
722908
Noah 183
11/19/2016
MCL
MTRSC
1/4
16N
11E
18
SE
 
12/14/2016
2016-019249
   
722909
Noah 184
11/19/2016
MCL
MTRSC
1/4
16N
11E
17
SW
 
12/14/2016
2016-019250
   
722910
Noah 185
11/19/2016
MCL
MTRSC
1/4
16N
11E
17
SE
 
12/14/2016
2016-019251
   
722911
Noah 186
11/19/2016
MCL
MTRSC
1/4
16N
11E
16
SW
 
12/14/2016
2016-019252
   
722912
Noah 187
11/19/2016
MCL
MTRSC
1/4
16N
11E
16
SE
 
12/14/2016
2016-019253
   
722913
Noah 188
11/19/2016
MCL
MTRSC
1/4
16N
11E
15
SW
 
12/14/2016
2016-019254
   
722914
Noah 189
11/18/2016
MCL
MTRSC
1/4
16N
11E
15
SE
 
12/14/2016
2016-019255
   
722915
Noah 190
11/18/2016
MCL
MTRSC
1/4
16N
11E
14
SW
 
12/14/2016
2016-019256
   
722916
Noah 191
11/18/2016
MCL
MTRSC
1/4
16N
11E
14
SE
 
12/14/2016
2016-019257
   
722917
Noah 192
11/18/2016
MCL
MTRSC
1/4
16N
11E
13
SW
 
12/14/2016
2016-019258
   
722918
Noah 193
11/18/2016
MCL
MTRSC
1/4
16N
11E
13
SE
 
12/14/2016
2016-019259
   
722919
Noah 194
11/30/2016
MCL
MTRSC
1/4
16N
10E
24
NW
 
12/14/2016
2016-019260
   
722920
Noah 195
11/30/2016
MCL
MTRSC
1/4
16N
10E
24
NE
 
12/14/2016
2016-019261
   
722921
Noah 196
11/19/2016
MCL
MTRSC
1/4
16N
11E
19
NW
 
12/14/2016
2016-019262
   
722922
Noah 197
11/19/2016
MCL
MTRSC
1/4
16N
11E
19
NE
 
12/14/2016
2016-019263
   
722923
Noah 198
11/19/2016
MCL
MTRSC
1/4
16N
11E
20
NW
 
12/14/2016
2016-019264
   
722924
Noah 199
11/18/2016
MCL
MTRSC
1/4
16N
11E
20
NE
 
12/14/2016
2016-019265
   
722925
Noah 200
11/18/2016
MCL
MTRSC
1/4
16N
11E
21
NW
 
12/14/2016
2016-019266
   
722926
Noah 201
11/18/2016
MCL
MTRSC
1/4
16N
11E
21
NE
 
12/14/2016
2016-019267
   
722927
Noah 202
11/18/2016
MCL
MTRSC
1/4
16N
11E
22
NW
 
12/14/2016
2016-019268
   
722928
Noah 203
11/18/2016
MCL
MTRSC
1/4
16N
11E
22
NE
 
12/14/2016
2016-019269
   
722929
Noah 204
11/18/2016
MCL
MTRSC
1/4
16N
11E
23
NW
 
12/14/2016
2016-019270
   
722930
Noah 205
11/18/2016
MCL
MTRSC
1/4
16N
11E
23
NE
 
12/14/2016
2016-019271
   
722931
Noah 206
11/18/2016
MCL
MTRSC
1/4
16N
11E
24
NW
 
12/14/2016
2016-019272
   
722932
Noah 207
11/18/2016
MCL
MTRSC
1/4
16N
11E
24
NE
 
12/14/2016
2016-019273
   
722933
Noah 208
11/30/2016
MCL
MTRSC
1/4
16N
10E
24
SW
 
12/14/2016
2016-019274
   
722934
Noah 209
11/30/2016
MCL
MTRSC
1/4
16N
10E
24
SE
 
12/14/2016
2016-019275
   
722935
Noah 210
11/30/2016
MCL
MTRSC
1/4
16N
11E
19
SW
 
12/14/2016
2016-019276
   
722936
Noah 211
11/30/2016
MCL
MTRSC
1/4
16N
11E
19
SE
 
12/14/2016
2016-019277
   
722937
Noah 212
11/19/2016
MCL
MTRSC
1/4
16N
11E
20
SW
 
12/14/2016
2016-019278
   

Page 23 of 30
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC
or     Traditional
1/4 or
1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment Document Number
722938
Noah 213
11/18/2016
MCL
MTRSC
1/4
16N
11E
20
SE
 
12/14/2016
2016-019279
   
722939
Noah 214
11/18/2016
MCL
MTRSC
1/4
16N
11E
21
SW
 
12/14/2016
2016-019280
   
722940
Noah 215
11/18/2016
MCL
MTRSC
1/4
16N
11E
22
SE
 
12/14/2016
2016-019281
   
722941
Noah 216
11/18/2016
MCL
MTRSC
1/4
16N
11E
23
SW
 
12/14/2016
2016-019282
   
722942
Noah 217
11/18/2016
MCL
MTRSC
1/4
16N
11E
23
SE
 
12/14/2016
2016-019283
   
722943
Noah 218
11/18/2016
MCL
MTRSC
1/4
16N
11E
24
SW
 
12/14/2016
2016-019284
   
722944
Noah 219
11/18/2016
MCL
MTRSC
1/4
16N
11E
24
SE
 
12/14/2016
2016-019285
   
723122
Noah 220
2/2/2017
MCL
MTRSC
1/4-1/4
16N
11E
28
NE
NW
2/7/2017
2017-001897
   
723123
Noah 221
2/2/2017
MCL
MTRSC
1/4-1/4
16N
11E
28
NE
SW
2/7/2017
2017-001898
   
723124
Noah 222
2/2/2017
MCL
MTRSC
1/4-1/4
16N
11E
28
NE
SE
2/7/2017
2017-001899
   
723125
Noah 223
2/2/2017
MCL
MTRSC
1/4-1/4
16N
11E
27
NW
SW
2/7/2017
2017-001900
   
723126
Noah 224
2/2/2017
MCL
MTRSC
1/4-1/4
16N
11E
27
NW
SE
2/7/2017
2017-001901
   
723127
Noah 225
2/2/2017
MCL
MTRSC
1/4-1/4
16N
11E
27
NE
SW
2/7/2017
2017-001902
   
723128
Noah 226
2/2/2017
MCL
MTRSC
1/4-1/4
16N
11E
27
NE
SE
2/7/2017
2017-001903
   
723129
Noah 227
2/2/2017
MCL
MTRSC
1/4-1/4
16N
11E
26
NW
SW
2/7/2017
2017-001904
   
723130
Noah 228
2/2/2017
MCL
MTRSC
1/4-1/4
16N
11E
26
NW
SE
2/7/2017
2017-001905
   
723131
Noah 229
2/2/2017
MCL
MTRSC
1/4
16N
10E
6
NW
 
2/7/2017
2017-001906
   
723132
Noah 230
2/2/2017
MCL
MTRSC
1/4
16N
10E
6
NE
 
2/7/2017
2017-001907
   
723133
Noah 231
2/2/2017
MCL
MTRSC
1/4
16N
10E
5
NW
 
2/7/2017
2017-001908
   
723134
Noah 232
2/2/2017
MCL
MTRSC
1/4
16N
10E
5
NE
 
2/7/2017
2017-001909
   
723135
Noah 233
2/2/2017
MCL
MTRSC
1/4
16N
10E
4
NW
 
2/7/2017
2017-001910
   
723136
Noah 234
2/2/2017
MCL
MTRSC
1/4
16N
10E
4
NE
 
2/7/2017
2017-001911
   
723137
Noah 235
2/2/2017
MCL
MTRSC
1/4
16N
10E
3
NW
 
2/7/2017
2017-001912
   
723138
Noah 236
2/2/2017
MCL
MTRSC
1/4
16N
10E
3
NE
 
2/7/2017
2017-001913
   
723139
Noah 237
2/2/2017
MCL
MTRSC
1/4
16N
10E
6
SW
 
2/7/2017
2017-001914
   
723140
Noah 238
2/2/2017
MCL
MTRSC
1/4
16N
10E
6
SE
 
2/7/2017
2017-001915
   
723141
Noah 239
2/2/2017
MCL
MTRSC
1/4
16N
10E
5
SW
 
2/7/2017
2017-001916
   
723142
Noah 240
2/2/2017
MCL
MTRSC
1/4
16N
10E
5
SE
 
2/7/2017
2017-001917
   
723143
Noah 241
2/2/2017
MCL
MTRSC
1/4
16N
10E
4
SW
 
2/7/2017
2017-001918
   
723144
Noah 242
2/2/2017
MCL
MTRSC
1/4
16N
10E
4
SE
 
2/7/2017
2017-001919
   
723145
Noah 243
2/2/2017
MCL
MTRSC
1/4
16N
10E
3
SW
 
2/7/2017
2017-001920
   
723146
Noah 244
2/2/2017
MCL
MTRSC
1/4
16N
10E
3
SE
 
2/7/2017
2017-001921
   
723147
Noah 245
2/2/2017
MCL
MTRSC
1/4
16N
10E
7
NW
 
2/7/2017
2017-001922
   
723148
Noah 246
2/2/2017
MCL
MTRSC
1/4
16N
10E
7
NE
 
2/7/2017
2017-001923
   
723149
Noah 247
2/2/2017
MCL
MTRSC
1/4
16N
10E
8
NW
 
2/7/2017
2017-001924
   
723150
Noah 248
2/2/2017
MCL
MTRSC
1/4
16N
10E
8
NE
 
2/7/2017
2017-001925
   
723151
Noah 249
2/2/2017
MCL
MTRSC
1/4
16N
10E
9
NW
 
2/7/2017
2017-001926
   
723152
Noah 250
2/2/2017
MCL
MTRSC
1/4
16N
10E
9
NE
 
2/7/2017
2017-001927
   
723153
Noah 251
2/2/2017
MCL
MTRSC
1/4
16N
10E
10
NW
 
2/7/2017
2017-001928
   
723154
Noah 252
2/2/2017
MCL
MTRSC
1/4
16N
10E
10
NE
 
2/7/2017
2017-001929
   

Page 24 of 30
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC
or     Traditional
1/4 or
1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment Document Number
723155
Noah 253
2/2/2017
MCL
MTRSC
1/4
16N
10E
7
SW
 
2/7/2017
2017-001930
   
723156
Noah 254
2/2/2017
MCL
MTRSC
1/4
16N
10E
7
SE
 
2/7/2017
2017-001931
   
723157
Noah 255
2/2/2017
MCL
MTRSC
1/4
16N
10E
8
SW
 
2/7/2017
2017-001932
   
723158
Noah 256
2/2/2017
MCL
MTRSC
1/4
16N
10E
8
SE
 
2/7/2017
2017-001933
   
723159
Noah 257
2/2/2017
MCL
MTRSC
1/4
16N
10E
9
SW
 
2/7/2017
2017-001934
   
723160
Noah 258
2/2/2017
MCL
MTRSC
1/4
16N
10E
9
SE
 
2/7/2017
2017-001935
   
723161
Noah 259
2/2/2017
MCL
MTRSC
1/4
16N
10E
10
SW
 
2/7/2017
2017-001936
   
723162
Noah 260
2/2/2017
MCL
MTRSC
1/4
16N
10E
10
SE
 
2/7/2017
2017-001937
   
723163
Noah 261
2/2/2017
MCL
MTRSC
1/4
16N
9E
14
NW
 
2/7/2017
2017-001938
   
723164
Noah 262
2/2/2017
MCL
MTRSC
1/4
16N
9E
14
NE
 
2/7/2017
2017-001939
   
723165
Noah 263
2/2/2017
MCL
MTRSC
1/4
16N
9E
13
NW
 
2/7/2017
2017-001940
   
723166
Noah 264
2/2/2017
MCL
MTRSC
1/4
16N
9E
13
NE
 
2/7/2017
2017-001941
   
723167
Noah 265
2/2/2017
MCL
MTRSC
1/4
16N
10E
18
NW
 
2/7/2017
2017-001942
   
723168
Noah 266
2/2/2017
MCL
MTRSC
1/4
16N
10E
18
NE
 
2/7/2017
2017-001943
   
723169
Noah 267
2/2/2017
MCL
MTRSC
1/4
16N
10E
17
NW
 
2/7/2017
2017-001944
   
723170
Noah 268
2/2/2017
MCL
MTRSC
1/4
16N
10E
17
NE
 
2/7/2017
2017-001945
   
723171
Noah 269
2/2/2017
MCL
MTRSC
1/4
16N
10E
16
NW
 
2/7/2017
2017-001946
   
723172
Noah 270
2/2/2017
MCL
MTRSC
1/4
16N
10E
16
NE
 
2/7/2017
2017-001947
   
723173
Noah 271
2/2/2017
MCL
MTRSC
1/4
16N
10E
15
NW
 
2/7/2017
2017-001948
   
723174
Noah 272
2/2/2017
MCL
MTRSC
1/4
16N
10E
15
NE
 
2/7/2017
2017-001949
   
723175
Noah 273
2/2/2017
MCL
MTRSC
1/4
16N
10E
14
NW
 
2/7/2017
2017-001950
   
723176
Noah 274
2/2/2017
MCL
MTRSC
1/4
16N
10E
14
NE
 
2/7/2017
2017-001951
   
723177
Noah 275
2/2/2017
MCL
MTRSC
1/4
16N
9E
14
SW
 
2/7/2017
2017-001952
   
723178
Noah 276
2/2/2017
MCL
MTRSC
1/4
16N
9E
14
SE
 
2/7/2017
2017-001953
   
723179
Noah 277
2/2/2017
MCL
MTRSC
1/4
16N
9E
13
SW
 
2/7/2017
2017-001954
   
723180
Noah 278
2/2/2017
MCL
MTRSC
1/4
16N
9E
13
SE
 
2/7/2017
2017-001955
   
723181
Noah 279
2/2/2017
MCL
MTRSC
1/4
16N
10E
18
SW
 
2/7/2017
2017-001956
   
723182
Noah 280
2/2/2017
MCL
MTRSC
1/4
16N
10E
18
SE
 
2/7/2017
2017-001957
   
723183
Noah 281
2/2/2017
MCL
MTRSC
1/4
16N
10E
17
SW
 
2/7/2017
2017-001958
   
723184
Noah 282
2/2/2017
MCL
MTRSC
1/4
16N
10E
17
SE
 
2/7/2017
2017-001959
   
723185
Noah 283
2/2/2017
MCL
MTRSC
1/4
16N
10E
16
SW
 
2/7/2017
2017-001960
   
723186
Noah 284
2/2/2017
MCL
MTRSC
1/4
16N
10E
16
SE
 
2/7/2017
2017-001961
   
723187
Noah 285
2/2/2017
MCL
MTRSC
1/4
16N
10E
15
SW
 
2/7/2017
2017-001962
   
723188
Noah 286
2/2/2017
MCL
MTRSC
1/4
16N
10E
15
SE
 
2/7/2017
2017-001963
   
723189
Noah 287
2/2/2017
MCL
MTRSC
1/4
16N
10E
14
SW
 
2/7/2017
2017-001964
   
723190
Noah 288
2/2/2017
MCL
MTRSC
1/4
16N
10E
14
SE
 
2/7/2017
2017-001965
   
723191
Noah 289
2/2/2017
MCL
MTRSC
1/4
16N
9E
23
NW
 
2/7/2017
2017-001966
   
723192
Noah 290
2/2/2017
MCL
MTRSC
1/4
16N
9E
23
NE
 
2/7/2017
2017-001967
   
723193
Noah 291
2/2/2017
MCL
MTRSC
1/4
16N
9E
24
NW
 
2/7/2017
2017-001968
   
723194
Noah 292
2/2/2017
MCL
MTRSC
1/4
16N
9E
24
NE
 
2/7/2017
2017-001969
   

Page 25 of 30
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC
or     Traditional
1/4 or
1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment Document Number
723195
Noah 293
2/2/2017
MCL
MTRSC
1/4
16N
10E
19
NW
 
2/7/2017
2017-001970
   
723196
Noah 294
2/2/2017
MCL
MTRSC
1/4
16N
10E
19
NE
 
2/7/2017
2017-001971
   
723197
Noah 295
2/2/2017
MCL
MTRSC
1/4
16N
10E
20
NW
 
2/7/2017
2017-001972
   
723198
Noah 296
2/2/2017
MCL
MTRSC
1/4
16N
10E
20
NE
 
2/7/2017
2017-001973
   
723199
Noah 297
2/2/2017
MCL
MTRSC
1/4
16N
10E
21
NW
 
2/7/2017
2017-001974
   
723200
Noah 298
2/2/2017
MCL
MTRSC
1/4
16N
10E
21
NE
 
2/7/2017
2017-001975
   
723201
Noah 299
2/2/2017
MCL
MTRSC
1/4
16N
10E
22
NW
 
2/7/2017
2017-001976
   
723202
Noah 300
2/2/2017
MCL
MTRSC
1/4
16N
10E
22
NE
 
2/7/2017
2017-001977
   
723203
Noah 301
2/2/2017
MCL
MTRSC
1/4
16N
10E
23
NW
 
2/7/2017
2017-001978
   
723204
Noah 302
2/2/2017
MCL
MTRSC
1/4
16N
10E
23
NE
 
2/7/2017
2017-001979
   
723205
Noah 303
2/2/2017
MCL
MTRSC
1/4
16N
9E
23
SW
 
2/7/2017
2017-001980
   
723206
Noah 304
2/2/2017
MCL
MTRSC
1/4
16N
9E
23
SE
 
2/7/2017
2017-001981
   
723207
Noah 305
2/2/2017
MCL
MTRSC
1/4
16N
9E
24
SW
 
2/7/2017
2017-001982
   
723208
Noah 306
2/2/2017
MCL
MTRSC
1/4
16N
9E
24
SE
 
2/7/2017
2017-001983
   
723209
Noah 307
2/2/2017
MCL
MTRSC
1/4
16N
10E
19
SW
 
2/7/2017
2017-001984
   
723210
Noah 308
2/2/2017
MCL
MTRSC
1/4
16N
10E
19
SE
 
2/7/2017
2017-001985
   
723211
Noah 309
2/2/2017
MCL
MTRSC
1/4
16N
10E
20
SW
 
2/7/2017
2017-001986
   
723212
Noah 310
2/2/2017
MCL
MTRSC
1/4
16N
10E
20
SE
 
2/7/2017
2017-001987
   
723213
Noah 311
2/2/2017
MCL
MTRSC
1/4
16N
10E
21
SW
 
2/7/2017
2017-001988
   
723214
Noah 312
2/2/2017
MCL
MTRSC
1/4
16N
10E
21
SE
 
2/7/2017
2017-001989
   
723215
Noah 313
2/2/2017
MCL
MTRSC
1/4
16N
10E
22
SW
 
2/7/2017
2017-001990
   
723216
Noah 314
2/2/2017
MCL
MTRSC
1/4
16N
10E
22
SE
 
2/7/2017
2017-001991
   
723217
Noah 315
2/2/2017
MCL
MTRSC
1/4
16N
10E
23
SW
 
2/7/2017
2017-001992
   
723218
Noah 316
2/2/2017
MCL
MTRSC
1/4
16N
10E
23
SE
 
2/7/2017
2017-001993
   
723219
Noah 317
2/2/2017
MCL
MTRSC
1/4
16N
9E
26
NE
 
2/7/2017
2017-001994
   
723220
Noah 318
2/2/2017
MCL
MTRSC
1/4
16N
9E
25
NW
 
2/7/2017
2017-001995
   
723221
Noah 319
2/2/2017
MCL
MTRSC
1/4
16N
9E
25
NE
 
2/7/2017
2017-001996
   
723222
Noah 320
2/2/2017
MCL
MTRSC
1/4
16N
10E
30
NW
 
2/7/2017
2017-001997
   
723223
Noah 321
2/2/2017
MCL
MTRSC
1/4
16N
10E
30
NE
 
2/7/2017
2017-001998
   
723224
Noah 322
2/2/2017
MCL
MTRSC
1/4
16N
10E
29
NW
 
2/7/2017
2017-001999
   
723225
Noah 323
2/2/2017
MCL
MTRSC
1/4
16N
10E
29
NE
 
2/7/2017
2017-002000
   
723226
Noah 324
2/2/2017
MCL
MTRSC
1/4
16N
10E
28
NW
 
2/7/2017
2017-002001
   
723227
Noah 325
2/2/2017
MCL
MTRSC
1/4
16N
10E
28
NE
 
2/7/2017
2017-002002
   
723228
Noah 326
2/2/2017
MCL
MTRSC
1/4
16N
10E
27
NW
 
2/7/2017
2017-002003
   
723229
Noah 327
2/2/2017
MCL
MTRSC
1/4
16N
10E
27
NE
 
2/7/2017
2017-002004
   
723230
Noah 328
2/2/2017
MCL
MTRSC
1/4
16N
10E
26
NW
 
2/7/2017
2017-002005
   
723231
Noah 329
2/2/2017
MCL
MTRSC
1/4
16N
10E
26
NE
 
2/7/2017
2017-002006
   
723232
Noah 330
2/2/2017
MCL
MTRSC
1/4
16N
10E
25
NW
 
2/7/2017
2017-002007
   
723233
Noah 331
2/2/2017
MCL
MTRSC
1/4
16N
10E
25
NE
 
2/7/2017
2017-002008
   
723234
Noah 332
2/2/2017
MCL
MTRSC
1/4
16N
11E
30
NW
 
2/7/2017
2017-002009
   

Page 26 of 30
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC
or     Traditional
1/4 or
1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment Document Number
723235
Noah 333
2/2/2017
MCL
MTRSC
1/4
16N
11E
30
NE
 
2/7/2017
2017-002010
   
723236
Noah 334
2/2/2017
MCL
MTRSC
1/4
16N
11E
29
NW
 
2/7/2017
2017-002011
   
723237
Noah 335
2/2/2017
MCL
MTRSC
1/4
16N
11E
29
NE
 
2/7/2017
2017-002012
   
723238
Noah 336
2/2/2017
MCL
MTRSC
1/4
16N
11E
28
NW
 
2/7/2017
2017-002013
   
723239
Noah 337
2/2/2017
MCL
MTRSC
1/4
16N
9E
25
SW
 
2/7/2017
2017-002014
   
723240
Noah 338
2/2/2017
MCL
MTRSC
1/4
16N
9E
25
SE
 
2/7/2017
2017-002015
   
723241
Noah 339
2/2/2017
MCL
MTRSC
1/4
16N
10E
30
SW
 
2/7/2017
2017-002016
   
723242
Noah 340
2/2/2017
MCL
MTRSC
1/4
16N
10E
30
SE
 
2/7/2017
2017-002017
   
723243
Noah 341
2/2/2017
MCL
MTRSC
1/4
16N
10E
29
SW
 
2/7/2017
2017-002018
   
723244
Noah 342
2/2/2017
MCL
MTRSC
1/4
16N
10E
29
SE
 
2/7/2017
2017-002019
   
723245
Noah 343
2/2/2017
MCL
MTRSC
1/4
16N
10E
28
SW
 
2/7/2017
2017-002020
   
723246
Noah 344
2/2/2017
MCL
MTRSC
1/4
16N
10E
28
SE
 
2/7/2017
2017-002021
   
723247
Noah 345
2/2/2017
MCL
MTRSC
1/4
16N
10E
27
SW
 
2/7/2017
2017-002022
   
723248
Noah 346
2/2/2017
MCL
MTRSC
1/4
16N
10E
27
SE
 
2/7/2017
2017-002023
   
723249
Noah 347
2/2/2017
MCL
MTRSC
1/4
16N
10E
26
SW
 
2/7/2017
2017-002024
   
723250
Noah 348
2/2/2017
MCL
MTRSC
1/4
16N
10E
26
SE
 
2/7/2017
2017-002025
   
723251
Noah 349
2/2/2017
MCL
MTRSC
1/4
16N
10E
25
SW
 
2/7/2017
2017-002026
   
723252
Noah 350
2/2/2017
MCL
MTRSC
1/4
16N
10E
25
SE
 
2/7/2017
2017-002027
   
723253
Noah 351
2/2/2017
MCL
MTRSC
1/4
16N
11E
30
SW
 
2/7/2017
2017-002028
   
723254
Noah 352
2/2/2017
MCL
MTRSC
1/4
16N
11E
30
SE
 
2/7/2017
2017-002029
   
723255
Noah 353
2/2/2017
MCL
MTRSC
1/4
16N
11E
29
SW
 
2/7/2017
2017-002030
   
723256
Noah 354
2/2/2017
MCL
MTRSC
1/4
16N
11E
29
SE
 
2/7/2017
2017-002031
   
723257
Noah 355
2/2/2017
MCL
MTRSC
1/4
16N
11E
28
SW
 
2/7/2017
2017-002032
   
723258
Noah 356
2/2/2017
MCL
MTRSC
1/4
16N
11E
28
SE
 
2/7/2017
2017-002033
   
723259
Noah 357
2/2/2017
MCL
MTRSC
1/4
16N
11E
27
SW
 
2/7/2017
2017-002034
   
723260
Noah 358
2/2/2017
MCL
MTRSC
1/4
16N
11E
27
SE
 
2/7/2017
2017-002035
   
723261
Noah 359
2/2/2017
MCL
MTRSC
1/4
16N
11E
26
SW
 
2/7/2017
2017-002036
   
723262
Noah 360
2/2/2017
MCL
MTRSC
1/4
16N
9E
36
NE
 
2/7/2017
2017-002037
   
723263
Noah 361
2/2/2017
MCL
MTRSC
1/4
16N
10E
31
NW
 
2/7/2017
2017-002038
   
723264
Noah 362
2/2/2017
MCL
MTRSC
1/4
16N
10E
31
NE
 
2/7/2017
2017-002039
   
723265
Noah 363
2/2/2017
MCL
MTRSC
1/4
16N
10E
32
NW
 
2/7/2017
2017-002040
   
723266
Noah 364
2/2/2017
MCL
MTRSC
1/4
16N
10E
32
NE
 
2/7/2017
2017-002041
   
723267
Noah 365
2/2/2017
MCL
MTRSC
1/4
16N
10E
33
NW
 
2/7/2017
2017-002042
   
723268
Noah 366
2/2/2017
MCL
MTRSC
1/4
16N
10E
33
NE
 
2/7/2017
2017-002043
   
723269
Noah 367
2/2/2017
MCL
MTRSC
1/4
16N
10E
34
NW
 
2/7/2017
2017-002044
   
723270
Noah 368
2/2/2017
MCL
MTRSC
1/4
16N
10E
34
NE
 
2/7/2017
2017-002045
   
723271
Noah 369
2/2/2017
MCL
MTRSC
1/4
16N
10E
35
NW
 
2/7/2017
2017-002046
   
723272
Noah 370
2/2/2017
MCL
MTRSC
1/4
16N
10E
35
NE
 
2/7/2017
2017-002047
   
723273
Noah 371
2/2/2017
MCL
MTRSC
1/4
16N
10E
36
NW
 
2/7/2017
2017-002048
   
723274
Noah 372
2/2/2017
MCL
MTRSC
1/4
16N
10E
36
NE
 
2/7/2017
2017-002049
   

Page 27 of 30
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC
or     Traditional
1/4 or
1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment Document Number
723275
Noah 373
2/2/2017
MCL
MTRSC
1/4
16N
11E
31
NW
 
2/7/2017
2017-002050
   
723276
Noah 374
2/2/2017
MCL
MTRSC
1/4
16N
11E
31
NE
 
2/7/2017
2017-002051
   
723277
Noah 375
2/2/2017
MCL
MTRSC
1/4
16N
11E
32
NW
 
2/7/2017
2017-002052
   
723278
Noah 376
2/2/2017
MCL
MTRSC
1/4
16N
11E
32
NE
 
2/7/2017
2017-002053
   
723279
Noah 377
2/2/2017
MCL
MTRSC
1/4
16N
11E
33
NW
 
2/7/2017
2017-002054
   
723280
Noah 378
2/2/2017
MCL
MTRSC
1/4
16N
11E
33
NE
 
2/7/2017
2017-002055
   
723281
Noah 379
2/2/2017
MCL
MTRSC
1/4
16N
11E
34
NW
 
2/7/2017
2017-002056
   
723282
Noah 380
2/2/2017
MCL
MTRSC
1/4
16N
11E
34
NE
 
2/7/2017
2017-002057
   
723283
Noah 381
2/2/2017
MCL
MTRSC
1/4
16N
10E
31
SW
 
2/7/2017
2017-002058
   
723284
Noah 382
2/2/2017
MCL
MTRSC
1/4
16N
10E
31
SE
 
2/7/2017
2017-002059
   
723285
Noah 383
2/2/2017
MCL
MTRSC
1/4
16N
10E
32
SW
 
2/7/2017
2017-002060
   
723286
Noah 384
2/2/2017
MCL
MTRSC
1/4
16N
10E
32
SE
 
2/7/2017
2017-002061
   
723287
Noah 385
2/2/2017
MCL
MTRSC
1/4
16N
10E
33
SW
 
2/7/2017
2017-002062
   
723288
Noah 386
2/2/2017
MCL
MTRSC
1/4
16N
10E
33
SE
 
2/7/2017
2017-002063
   
723289
Noah 387
2/2/2017
MCL
MTRSC
1/4
16N
10E
34
SW
 
2/7/2017
2017-002064
   
723290
Noah 388
2/2/2017
MCL
MTRSC
1/4
16N
10E
34
SE
 
2/7/2017
2017-002065
   
723291
Noah 389
2/2/2017
MCL
MTRSC
1/4
16N
10E
35
SW
 
2/7/2017
2017-002066
   
723292
Noah 390
2/2/2017
MCL
MTRSC
1/4
16N
10E
35
SE
 
2/7/2017
2017-002067
   
723293
Noah 391
2/2/2017
MCL
MTRSC
1/4
16N
10E
36
SW
 
2/7/2017
2017-002068
   
723294
Noah 392
2/2/2017
MCL
MTRSC
1/4
16N
10E
36
SE
 
2/7/2017
2017-002069
   
723295
Noah 393
2/2/2017
MCL
MTRSC
1/4
16N
11E
31
SW
 
2/7/2017
2017-002070
   
723296
Noah 394
2/2/2017
MCL
MTRSC
1/4
16N
11E
31
SE
 
2/7/2017
2017-002071
   
723297
Noah 395
2/2/2017
MCL
MTRSC
1/4
16N
11E
32
SW
 
2/7/2017
2017-002072
   
723298
Noah 396
2/2/2017
MCL
MTRSC
1/4
16N
11E
32
SE
 
2/7/2017
2017-002073
   
723299
Noah 397
2/2/2017
MCL
MTRSC
1/4
16N
11E
33
SW
 
2/7/2017
2017-002074
   
723300
Noah 398
2/2/2017
MCL
MTRSC
1/4
16N
11E
33
SE
 
2/7/2017
2017-002075
   
723301
Noah 399
2/2/2017
MCL
MTRSC
1/4
16N
11E
34
SW
 
2/7/2017
2017-002076
   
723302
Noah 400
2/2/2017
MCL
MTRSC
1/4
15N
10E
6
NE
 
2/7/2017
2017-002077
   
723303
Noah 401
2/2/2017
MCL
MTRSC
1/4
15N
10E
5
NW
 
2/7/2017
2017-002078
   
723304
Noah 402
2/2/2017
MCL
MTRSC
1/4
15N
10E
5
NE
 
2/7/2017
2017-002079
   
723305
Noah 403
2/2/2017
MCL
MTRSC
1/4
15N
10E
4
NW
 
2/7/2017
2017-002080
   
723306
Noah 404
2/2/2017
MCL
MTRSC
1/4
15N
10E
4
NE
 
2/7/2017
2017-002081
   
723307
Noah 405
2/2/2017
MCL
MTRSC
1/4
15N
10E
3
NW
 
2/7/2017
2017-002082
   
723308
Noah 406
2/2/2017
MCL
MTRSC
1/4
15N
10E
3
NE
 
2/7/2017
2017-002083
   
723309
Noah 407
2/2/2017
MCL
MTRSC
1/4
15N
10E
2
NW
 
2/7/2017
2017-002084
   
723310
Noah 408
2/2/2017
MCL
MTRSC
1/4
15N
10E
2
NE
 
2/7/2017
2017-002085
   
723311
Noah 409
2/2/2017
MCL
MTRSC
1/4
15N
10E
1
NW
 
2/7/2017
2017-002086
   
723312
Noah 410
2/2/2017
MCL
MTRSC
1/4
15N
10E
1
NE
 
2/7/2017
2017-002087
   
723313
Noah 411
2/2/2017
MCL
MTRSC
1/4
15N
11E
6
NW
 
2/7/2017
2017-002088
   
723314
Noah 412
2/2/2017
MCL
MTRSC
1/4
15N
11E
6
NE
 
2/7/2017
2017-002089
   

Page 28 of 30
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC
or     Traditional
1/4 or
1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment Document Number
723315
Noah 413
2/2/2017
MCL
MTRSC
1/4
15N
11E
5
NW
 
2/7/2017
2017-002090
   
723316
Noah 414
2/2/2017
MCL
MTRSC
1/4
15N
11E
5
NE
 
2/7/2017
2017-002091
   
723317
Noah 415
2/2/2017
MCL
MTRSC
1/4
15N
11E
4
NW
 
2/7/2017
2017-002092
   
723318
Noah 416
2/2/2017
MCL
MTRSC
1/4
15N
10E
5
SE
 
2/7/2017
2017-002093
   
723319
Noah 417
2/2/2017
MCL
MTRSC
1/4
15N
10E
4
SW
 
2/7/2017
2017-002094
   
723320
Noah 418
2/2/2017
MCL
MTRSC
1/4
15N
10E
4
SE
 
2/7/2017
2017-002095
   
723321
Noah 419
2/2/2017
MCL
MTRSC
1/4
15N
10E
3
SW
 
2/7/2017
2017-002096
   
723322
Noah 420
2/2/2017
MCL
MTRSC
1/4
15N
10E
3
SE
 
2/7/2017
2017-002097
   
723323
Noah 421
2/2/2017
MCL
MTRSC
1/4
15N
10E
2
SW
 
2/7/2017
2017-002098
   
723324
Noah 422
2/2/2017
MCL
MTRSC
1/4
15N
10E
2
SE
 
2/7/2017
2017-002099
   
723325
Noah 423
2/2/2017
MCL
MTRSC
1/4
15N
10E
1
SW
 
2/7/2017
2017-002100
   
723326
Noah 424
2/2/2017
MCL
MTRSC
1/4
15N
10E
1
SE
 
2/7/2017
2017-002101
   
723327
Noah 425
2/2/2017
MCL
MTRSC
1/4
15N
11E
6
SW
 
2/7/2017
2017-002102
   
723328
Noah 426
2/2/2017
MCL
MTRSC
1/4
15N
11E
6
SE
 
2/7/2017
2017-002103
   
723329
Noah 427
2/2/2017
MCL
MTRSC
1/4
15N
11E
5
SW
 
2/7/2017
2017-002104
   
723330
Noah 428
2/2/2017
MCL
MTRSC
1/4
15N
10E
9
NE
 
2/7/2017
2017-002105
   
723331
Noah 429
2/2/2017
MCL
MTRSC
1/4
15N
10E
10
NW
 
2/7/2017
2017-002106
   
723332
Noah 430
2/2/2017
MCL
MTRSC
1/4
15N
10E
10
NE
 
2/7/2017
2017-002107
   
723333
Noah 431
2/2/2017
MCL
MTRSC
1/4
15N
10E
11
NW
 
2/7/2017
2017-002108
   
723334
Noah 432
2/2/2017
MCL
MTRSC
1/4
15N
10E
11
NE
 
2/7/2017
2017-002109
   
723335
Noah 433
2/2/2017
MCL
MTRSC
1/4
15N
10E
12
NW
 
2/7/2017
2017-002110
   
723336
Noah 434
2/2/2017
MCL
MTRSC
1/4
15N
10E
12
NE
 
2/7/2017
2017-002111
   
723337
Noah 435
2/2/2017
MCL
MTRSC
1/4
15N
11E
7
NW
 
2/7/2017
2017-002112
   
723338
Noah 436
2/2/2017
MCL
MTRSC
1/4
15N
10E
10
SW
 
2/7/2017
2017-002113
   
723339
Noah 437
2/2/2017
MCL
MTRSC
1/4
15N
10E
10
SE
 
2/7/2017
2017-002114
   
723340
Noah 438
2/2/2017
MCL
MTRSC
1/4
15N
10E
11
SW
 
2/7/2017
2017-002115
   
723341
Noah 439
2/2/2017
MCL
MTRSC
1/4
15N
10E
11
SE
 
2/7/2017
2017-002116
   
723342
Noah 440
2/2/2017
MCL
MTRSC
1/4
15N
10E
12
SW
 
2/7/2017
2017-002117
   
723343
Noah 441
2/2/2017
MCL
MTRSC
1/4
15N
10E
12
SE
 
2/7/2017
2017-002118
   
724985
Noah 442
7/30/2017
MCL
MTRSC
1/4
18N
10E
31
NW
 
8/10/2017
2017-012513
   
724986
Noah 443
7/30/2017
MCL
MTRSC
1/4
18N
10E
31
NE
 
8/10/2017
2017-012514
   
724987
Noah 444
7/30/2017
MCL
MTRSC
1/4
18N
10E
31
SW
 
8/10/2017
2017-012515
   
724988
Noah 445
7/30/2017
MCL
MTRSC
1/4
18N
10E
31
SE
 
8/10/2017
2017-012516
   
724989
Noah 446
7/30/2017
MCL
MTRSC
1/4
17N
10E
6
NW
 
8/10/2017
2017-012517
   
724990
Noah 447
7/30/2017
MCL
MTRSC
1/4
17N
10E
6
NE
 
8/10/2017
2017-012518
   
724991
Noah 448
7/30/2017
MCL
MTRSC
1/4
17N
10E
5
NW
 
8/10/2017
2017-012519
   
724992
Noah 449
7/30/2017
MCL
MTRSC
1/4
17N
10E
5
NE
 
8/10/2017
2017-012520
   
724993
Noah 450
7/30/2017
MCL
MTRSC
1/4
17N
10E
6
SW
 
8/10/2017
2017-012521
   
724994
Noah 451
7/30/2017
MCL
MTRSC
1/4
17N
10E
6
SE
 
8/10/2017
2017-012522
   
724995
Noah 452
7/30/2017
MCL
MTRSC
1/4
17N
10E
5
SW
 
8/10/2017
2017-012523
   

Page 29 of 30
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC
or     Traditional
1/4 or
1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment Document Number
724996
Noah 453
7/30/2017
MCL
MTRSC
1/4
17N
10E
5
SE
 
8/10/2017
2017-012524
   
724997
Noah 454
7/30/2017
MCL
MTRSC
1/4
17N
10E
7
NW
 
8/10/2017
2017-012525
   
724998
Noah 455
7/30/2017
MCL
MTRSC
1/4
17N
10E
7
NE
 
8/10/2017
2017-012526
   
724999
Noah 456
7/30/2017
MCL
MTRSC
1/4
17N
10E
8
NW
 
8/10/2017
2017-012527
   
725000
Noah 457
7/30/2017
MCL
MTRSC
1/4
17N
10E
8
NE
 
8/10/2017
2017-012528
   
725001
Noah 458
7/30/2017
MCL
MTRSC
1/4
17N
10E
9
NW
 
8/10/2017
2017-012529
   
725002
Noah 459
7/30/2017
MCL
MTRSC
1/4
17N
10E
9
NE
 
8/10/2017
2017-012530
   
725003
Noah 460
7/30/2017
MCL
MTRSC
1/4
17N
10E
7
SW
 
8/10/2017
2017-012531
   
725004
Noah 461
7/30/2017
MCL
MTRSC
1/4
17N
10E
7
SE
 
8/10/2017
2017-012532
   
725005
Noah 462
7/30/2017
MCL
MTRSC
1/4
17N
10E
8
SW
 
8/10/2017
2017-012533
   
725006
Noah 463
7/30/2017
MCL
MTRSC
1/4
17N
10E
8
SE
 
8/10/2017
2017-012534
   
725007
Noah 464
7/30/2017
MCL
MTRSC
1/4
17N
10E
9
SW
 
8/10/2017
2017-012535
   
725008
Noah 465
7/30/2017
MCL
MTRSC
1/4
17N
10E
9
SE
 
8/10/2017
2017-012536
   
725009
Noah 466
7/30/2017
MCL
MTRSC
1/4
17N
10E
18
NW
 
8/10/2017
2017-012537
   
725010
Noah 467
7/30/2017
MCL
MTRSC
1/4
17N
10E
18
NE
 
8/10/2017
2017-012538
   
725011
Noah 468
7/30/2017
MCL
MTRSC
1/4
17N
10E
17
NW
 
8/10/2017
2017-012539
   
725012
Noah 469
7/30/2017
MCL
MTRSC
1/4
17N
10E
17
NE
 
8/10/2017
2017-012540
   
725013
Noah 470
7/30/2017
MCL
MTRSC
1/4
17N
10E
16
NW
 
8/10/2017
2017-012541
   
725014
Noah 471
7/30/2017
MCL
MTRSC
1/4
17N
10E
16
NE
 
8/10/2017
2017-012542
   
725015
Noah 472
7/30/2017
MCL
MTRSC
1/4
17N
10E
15
NW
 
8/10/2017
2017-012543
   
725016
Noah 473
7/30/2017
MCL
MTRSC
1/4
17N
10E
15
NE
 
8/10/2017
2017-012544
   
725017
Noah 474
7/30/2017
MCL
MTRSC
1/4
17N
10E
18
SW
 
8/10/2017
2017-012545
   
725018
Noah 475
7/30/2017
MCL
MTRSC
1/4
17N
10E
18
SE
 
8/10/2017
2017-012546
   
725019
Noah 476
7/30/2017
MCL
MTRSC
1/4
17N
10E
17
SW
 
8/10/2017
2017-012547
   
725020
Noah 477
7/30/2017
MCL
MTRSC
1/4
17N
10E
17
SE
 
8/10/2017
2017-012548
   
725021
Noah 478
7/30/2017
MCL
MTRSC
1/4
17N
10E
16
SW
 
8/10/2017
2017-012549
   
725022
Noah 479
7/30/2017
MCL
MTRSC
1/4
17N
10E
16
SE
 
8/10/2017
2017-012550
   
725023
Noah 480
7/30/2017
MCL
MTRSC
1/4
17N
10E
15
SW
 
8/10/2017
2017-012551
   
725024
Noah 481
7/30/2017
MCL
MTRSC
1/4
17N
10E
15
SE
 
8/10/2017
2017-012552
   
725025
Noah 482
7/30/2017
MCL
MTRSC
1/4
17N
10E
14
SW
 
8/10/2017
2017-012553
   

NOTE:
DNR's Land Administration System (LAS) records are incomplete as of April 16, 2020 as to certain LAD 58-88 and 90-108 claims located on July 7, 2019. Therefore, not all data is populated for these claims. LAS is also unclear as to the status of certain of the LAD 58-88 and 90-108 claims. LAD 46-57 and 89 were closed by DNR on December 31, 2019 and are therefore not listed here.
Page 30 of 30

 
SCHEDULE II
 
 
[See attached.]





Schedule II - Optioned State Claims
 
Copper River Meridian, Fairbanks Recording District, AK
 
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MRTSC or
Traditional
1/4
or 1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment
Document Number
614253
TOK 1
2/17/2010
MCL
Trad
 
16N
13E
9
NW
NW
3/1/2010
2010-002885
3/31/2010
2010-005089
614254
TOK 2
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
9
NW
SW
3/1/2010
2010-002886
   
614255
TOK 3
2/17/2010
MCL
Trad
 
16N
13E
9
NW
SE
3/1/2010
2010-002887
3/31/2010
2010-005090
614256
TOK 4
2/17/2010
MCL
Trad
 
16N
13E
9
NE
SW
3/1/2010
2010-002888
3/31/2010
2010-005091
614257
TOK 5
2/17/2010
MCL
MTRSC
1/4
16N
13E
8
SE
 
3/1/2010
2010-002889
   
614258
TOK 6
2/17/2010
MCL
MTRSC
1/4
16N
13E
9
SW
 
3/1/2010
2010-002890
   
614259
TOK 7
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
9
SE
NW
3/1/2010
2010-002891
   
614260
TOK 8
2/17/2010
MCL
Trad
 
16N
13E
9
SE
NE
3/1/2010
2010-002892
3/31/2010
2010-005092
614261
TOK 9
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
9
SE
SW
3/1/2010
2010-002893
   
614262
TOK 10
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
9
SE
SE
3/1/2010
2010-002894
   
614263
TOK 11
2/17/2010
MCL
Trad
 
16N
13E
10
SW
SW
3/1/2010
2010-002895
3/31/2010
2010-005093
614264
TOK 12
2/17/2010
MCL
Trad
 
16N
13E
10
SW
SE
3/1/2010
2010-002896
3/31/2010
2010-005094
614265
TOK 13
2/17/2010
MCL
MTRSC
1/4
16N
12E
13
NE
 
3/1/2010
2010-002897
   
614266
TOK 14
2/17/2010
MCL
MTRSC
1/4
16N
13E
18
NW
 
3/1/2010
2010-002898
   
614267
TOK 15
2/17/2010
MCL
MTRSC
1/4
16N
13E
18
NE
 
3/1/2010
2010-002899
   
614268
TOK 16
2/17/2010
MCL
MTRSC
1/4
16N
13E
17
NW
 
3/1/2010
2010-002900
   
614269
TOK 17
2/17/2010
MCL
MTRSC
1/4
16N
13E
17
NE
 
3/1/2010
2010-002901
   
614270
TOK 18
2/17/2010
MCL
MTRSC
1/4
16N
13E
16
NW
 
3/1/2010
2010-002902
   
614271
TOK 19
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
16
NE
NW
3/1/2010
2010-002903
   
614272
TOK 20
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
16
NE
NE
3/1/2010
2010-002904
   
614273
TOK 21
2/17/2010
MCL
Trad
 
16N
13E
15
NW
NW
3/1/2010
2010-002905
3/31/2010
2010-005095
614274
TOK 22
2/17/2010
MCL
Trad
 
16N
13E
16
NE
SW
3/1/2010
2010-002906
3/31/2010
2010-005096
614275
TOK 23
2/17/2010
MCL
Trad
 
16N
13E
16
NE
SE
3/1/2010
2010-002907
3/31/2010
2010-005097
614276
TOK 24
2/17/2010
MCL
Trad
 
16N
13E
15
NW
SW
3/1/2010
2010-002908
3/31/2010
2010-005098
614277
TOK 25
2/17/2010
MCL
MTRSC
1/4
16N
12E
14
SE
 
3/1/2010
2010-002909
   
614278
TOK 26
2/17/2010
MCL
MTRSC
1/4
16N
12E
13
SW
 
3/1/2010
2010-002910
   
614279
TOK 27
2/17/2010
MCL
MTRSC
1/4
16N
12E
13
SE
 
3/1/2010
2010-002911
   
614280
TOK 28
2/17/2010
MCL
MTRSC
1/4
16N
13E
18
SW
 
3/1/2010
2010-002912
   
614281
TOK 29
2/17/2010
MCL
MTRSC
1/4
16N
13E
18
SE
 
3/1/2010
2010-002913
   
614282
TOK 30
2/17/2010
MCL
MTRSC
1/4
16N
13E
17
SW
 
3/1/2010
2010-002914
   
614283
TOK 31
2/17/2010
MCL
MTRSC
1/4
16N
13E
17
SE
 
3/1/2010
2010-002915
   
614284
TOK 32
2/17/2010
MCL
MTRSC
1/4
16N
13E
16
SW
 
3/1/2010
2010-002916
   
614285
TOK 33
2/17/2010
MCL
Trad
 
16N
13E
16
SE
NW
3/1/2010
2010-002917
3/31/2010
2010-005099
614286
TOK 34
2/17/2010
MCL
Trad
 
16N
13E
16
SE
SW
3/1/2010
2010-002918
3/31/2010
2010-005100
614287
TOK 35
2/17/2010
MCL
MTRSC
1/4
16N
12E
23
NW
 
3/1/2010
2010-002919
   

Page 1 of 5
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC or
Traditiona l
1/4
or 1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment
Document Number
614288
TOK 36
2/17/2010
MCL
MTRSC
1/4
16N
12E
23
NE
 
3/1/2010
2010-002920
   
614289
TOK 37
2/17/2010
MCL
MTRSC
1/4
16N
12E
24
NW
 
3/1/2010
2010-002921
   
614290
TOK 38
2/17/2010
MCL
MTRSC
1/4
16N
12E
24
NE
 
3/1/2010
2010-002922
   
614291
TOK 39
2/17/2010
MCL
MTRSC
1/4
16N
13E
19
NW
 
3/1/2010
2010-002923
   
614292
TOK 40
2/17/2010
MCL
MTRSC
1/4
16N
13E
19
NE
 
3/1/2010
2010-002924
   
614293
TOK 41
2/17/2010
MCL
MTRSC
1/4
16N
13E
20
NW
 
3/1/2010
2010-002925
   
614294
TOK 42
2/17/2010
MCL
MTRSC
1/4
16N
13E
20
NE
 
3/1/2010
2010-002926
   
614295
TOK 43
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
21
NW
NW
3/1/2010
2010-002927
   
614296
TOK 44
2/17/2010
MCL
Trad
 
16N
13E
21
NW
NE
3/1/2010
2010-002928
3/31/2010
2010-005101
614297
TOK 45
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
21
NW
SW
3/1/2010
2010-002929
   
614298
TOK 46
2/17/2010
MCL
Trad
 
16N
13E
21
NW
SE
3/1/2010
2010-002930
3/31/2010
2010-005102
614299
TOK 47
2/17/2010
MCL
MTRSC
1/4
16N
12E
22
SE
 
3/1/2010
2010-002931
   
614300
TOK 48
2/17/2010
MCL
MTRSC
1/4
16N
12E
23
SW
 
3/1/2010
2010-002932
   
614301
TOK 49
2/17/2010
MCL
MTRSC
1/4
16N
12E
23
SE
 
3/1/2010
2010-002933
   
614302
TOK 50
2/17/2010
MCL
MTRSC
1/4
16N
12E
24
SW
 
3/1/2010
2010-002934
   
614303
TOK 51
2/17/2010
MCL
MTRSC
1/4
16N
12E
24
SE
 
3/1/2010
2010-002935
   
614304
TOK 52
2/17/2010
MCL
MTRSC
1/4
16N
13E
19
SW
 
3/1/2010
2010-002936
   
614305
TOK 53
2/17/2010
MCL
MTRSC
1/4
16N
13E
19
SE
 
3/1/2010
2010-002937
   
614306
TOK 54
2/17/2010
MCL
MTRSC
1/4
16N
13E
20
SW
 
3/1/2010
2010-002938
   
614307
TOK 55
2/17/2010
MCL
MTRSC
1/4
16N
13E
20
SE
 
3/1/2010
2010-002939
   
614308
TOK 56
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
21
SW
NW
3/1/2010
2010-002940
   
614309
TOK 57
2/17/2010
MCL
Trad
 
16N
13E
21
SW
NE
3/1/2010
2010-002941
3/31/2010
2010-005103
614310
TOK 58
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
21
SW
SW
3/1/2010
2010-002942
   
614311
TOK 59
2/17/2010
MCL
Trad
 
16N
13E
21
SW
SE
3/1/2010
2010-002943
3/31/2010
2010-005104
614312
TOK 60
2/17/2010
MCL
Trad
 
16N
13E
21
SE
SW
3/1/2010
2010-002944
3/31/2010
2010-005105
614313
TOK 61
2/17/2010
MCL
MTRSC
1/4
16N
12E
27
NW
 
3/1/2010
2010-002945
   
614314
TOK 62
2/17/2010
MCL
MTRSC
1/4
16N
12E
27
NE
 
3/1/2010
2010-002946
   
614315
TOK 63
2/17/2010
MCL
MTRSC
1/4
16N
12E
26
NW
 
3/1/2010
2010-002947
   
614316
TOK 64
2/17/2010
MCL
MTRSC
1/4
16N
12E
26
NE
 
3/1/2010
2010-002948
   
614317
TOK 65
2/17/2010
MCL
MTRSC
1/4
16N
12E
25
NW
 
3/1/2010
2010-002949
   
614318
TOK 66
2/17/2010
MCL
MTRSC
1/4-1/4
16N
12E
25
NE
NW
3/1/2010
2010-002950
   
614319
TOK 67
2/17/2010
MCL
MTRSC
1/4-1/4
16N
12E
25
NE
NE
3/1/2010
2010-002951
   
614320
TOK 68
2/17/2010
MCL
MTRSC
1/4-1/4
16N
12E
25
NE
SW
3/1/2010
2010-002952
   
614321
TOK 69
2/17/2010
MCL
Trad
 
16N
12E
25
NE
SE
3/1/2010
2010-002953
3/31/2010
2010-005106
614322
TOK 70
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
30
NW
NW
3/1/2010
2010-002954
   
614323
TOK 71
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
30
NW
NE
3/1/2010
2010-002955
   
614324
TOK 72
2/17/2010
MCL
Trad
 
16N
13E
30
NW
SW
3/1/2010
2010-002956
3/31/2010
2010-005107

Page 2 of 5
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC or
Traditiona l
1/4
or 1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment
Document Number
614325
TOK 73
2/17/2010
MCL
Trad
 
16N
13E
30
NW
SE
3/1/2010
2010-002957
3/31/2010
2010-005108
614326
TOK 74
2/17/2010
MCL
MTRSC
1/4
16N
13E
30
NE
 
3/1/2010
2010-002958
   
614327
TOK 75
2/17/2010
MCL
MTRSC
1/4
16N
13E
29
NW
 
3/1/2010
2010-002959
   
614328
TOK 76
2/17/2010
MCL
MTRSC
1/4
16N
13E
29
NE
 
3/1/2010
2010-002960
   
614329
TOK 77
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
28
NW
NW
3/1/2010
2010-002961
   
614330
TOK 78
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
28
NW
NE
3/1/2010
2010-002962
   
614331
TOK 79
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
28
NW
SW
3/1/2010
2010-002963
   
614332
TOK 80
2/17/2010
MCL
Trad
 
16N
13E
28
NW
SE
3/1/2010
2010-002964
3/31/2010
2010-005109
614333
TOK 81
2/17/2010
MCL
Trad
 
16N
13E
28
NE
NW
3/1/2010
2010-002965
3/31/2010
2010-005110
614334
TOK 82
2/17/2010
MCL
Trad
 
16N
13E
28
NE
SW
3/1/2010
2010-002966
3/31/2010
2010-005111
614335
TOK 83
2/17/2010
MCL
MTRSC
1/4
16N
12E
28
SE
 
3/1/2010
2010-002967
   
614336
TOK 84
2/17/2010
MCL
MTRSC
1/4
16N
12E
27
SW
 
3/1/2010
2010-002968
   
614337
TOK 85
2/17/2010
MCL
MTRSC
1/4
16N
12E
27
SE
 
3/1/2010
2010-002969
   
614338
TOK 86
2/17/2010
MCL
MTRSC
1/4
16N
12E
26
SW
 
3/1/2010
2010-002970
   
614339
TOK 87
2/17/2010
MCL
MTRSC
1/4
16N
12E
26
SE
 
3/1/2010
2010-002971
   
614340
TOK 88
2/17/2010
MCL
MTRSC
1/4
16N
12E
25
SW
 
3/1/2010
2010-002972
   
614341
TOK 89
2/17/2010
MCL
Trad
 
16N
12E
25
SE
NW
3/1/2010
2010-002973
3/31/2010
2010-005112
614342
TOK 90
2/17/2010
MCL
Trad
 
16N
12E
25
SE
SW
3/1/2010
2010-002974
3/31/2010
2010-005113
614343
TOK 91
2/17/2010
MCL
Trad
 
16N
13E
29
SW
NW
3/1/2010
2010-002975
3/31/2010
2010-005114
614344
TOK 92
2/17/2010
MCL
Trad
 
16N
13E
29
SW
NE
3/1/2010
2010-002976
3/31/2010
2010-005115
614345
TOK 93
2/17/2010
MCL
Trad
 
16N
13E
29
SE
NW
3/1/2010
2010-002977
3/31/2010
2010-005116
614346
TOK 94
2/17/2010
MCL
Trad
 
16N
13E
29
SE
NE
3/1/2010
2010-002978
3/31/2010
2010-005117
614347
TOK 95
2/17/2010
MCL
Trad
 
16N
13E
28
SW
NW
3/1/2010
2010-002979
3/31/2010
2010-005118
614348
TOK 96
2/17/2010
MCL
MTRSC
1/4
16N
12E
33
NW
 
3/1/2010
2010-002980
   
614349
TOK 97
2/17/2010
MCL
MTRSC
1/4
16N
12E
33
NE
 
3/1/2010
2010-002981
   
614350
TOK 98
2/17/2010
MCL
MTRSC
1/4
16N
12E
34
NW
 
3/1/2010
2010-002982
   
614351
TOK 99
2/17/2010
MCL
MTRSC
1/4-1/4
16N
12E
34
NE
NW
3/1/2010
2010-002983
   
614352
TOK 100
2/17/2010
MCL
MTRSC
1/4-1/4
16N
12E
34
NE
NE
3/1/2010
2010-002984
   
614353
TOK 101
2/17/2010
MCL
Trad
 
16N
12E
34
NE
SW
3/1/2010
2010-002985
3/31/2010
2010-005119
614354
TOK 102
2/17/2010
MCL
Trad
 
16N
12E
34
NE
SE
3/1/2010
2010-002986
3/31/2010
2010-005120
614355
TOK 103
2/17/2010
MCL
Trad
 
16N
12E
35
NW
NW
3/1/2010
2010-002987
3/31/2010
2010-005121
614356
TOK 104
2/17/2010
MCL
MTRSC
1/4-1/4
16N
12E
35
NW
NE
3/1/2010
2010-002988
   
614357
TOK 105
2/17/2010
MCL
Trad
 
16N
12E
35
NW
SE
3/1/2010
2010-002989
3/31/2010
2010-005122
614358
TOK 106
2/17/2010
MCL
MTRSC
1/4-1/4
16N
12E
35
NE
NW
3/1/2010
2010-002990
   
614359
TOK 107
2/17/2010
MCL
MTRSC
1/4-1/4
16N
12E
35
NE
NE
3/1/2010
2010-002991
   
614360
TOK 108
2/17/2010
MCL
Trad
 
16N
12E
35
NE
SW
3/1/2010
2010-002992
3/31/2010
2010-005123
614361
TOK 109
2/17/2010
MCL
Trad
 
16N
12E
35
NE
SE
3/1/2010
2010-002993
3/31/2010
2010-005124

Page 3 of 5
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC or
Traditiona l
1/4
or 1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment
Document Number
614362
TOK 110
2/17/2010
MCL
MTRSC
1/4-1/4
16N
12E
36
NW
NW
3/1/2010
2010-002994
   
614363
TOK 111
2/17/2010
MCL
Trad
 
16N
12E
36
NW
NE
3/1/2010
2010-002995
3/31/2010
2010-005125
614364
TOK 112
2/17/2010
MCL
Trad
 
16N
12E
36
NW
SW
3/1/2010
2010-002996
3/31/2010
2010-005126
614365
TOK 113
2/17/2010
MCL
Trad
 
16N
12E
36
NE
NW
3/1/2010
2010-002997
3/31/2010
2010-005127
614366
TOK 114
2/17/2010
MCL
MTRSC
1/4
16N
12E
32
SW
 
3/1/2010
2010-002998
   
614367
TOK 115
2/17/2010
MCL
MTRSC
1/4
16N
12E
32
SE
 
3/1/2010
2010-002999
   
614368
TOK 116
2/17/2010
MCL
MTRSC
1/4
16N
12E
33
SW
 
3/1/2010
2010-003000
   
614369
TOK 117
2/17/2010
MCL
MTRSC
1/4
16N
12E
33
SE
 
3/1/2010
2010-003001
   
614370
TOK 118
2/17/2010
MCL
MTRSC
1/4-1/4
16N
12E
34
SW
NW
3/1/2010
2010-003002
   
614371
TOK 119
2/17/2010
MCL
Trad
 
16N
12E
34
SW
NE
3/1/2010
2010-003003
3/31/2010
2010-005128
614372
TOK 120
2/17/2010
MCL
Trad
 
16N
12E
34
SW
SW
3/1/2010
2010-003004
3/31/2010
2010-005129
614373
TOK 121
2/17/2010
MCL
Trad
 
16N
12E
34
SW
SE
3/1/2010
2010-003005
3/31/2010
2010-005130
614374
TOK 122
2/17/2010
MCL
Trad
 
16N
12E
34
SE
NW
3/1/2010
2010-003006
3/31/2010
2010-005131
715557
Eagle 141
8/22/2012
MCL
MTRSC
1/4
16N
12E
1
NE
 
9/27/2012
2012-019227
2/8/2013; 7/8/2020
2013-002169; 2020-009876-0
715567
Eagle 151
8/22/2012
MCL
MTRSC
1/4
16N
12E
1
SE
 
9/27/2012
2012-019237
   
715568
Eagle 152
8/22/2012
MCL
MTRSC
1/4
16N
13E
6
SW
 
9/27/2012
2012-019238
   
715569
Eagle 153
8/22/2012
MCL
MTRSC
1/4
16N
13E
6
SE
 
9/27/2012
2012-019239
   
715577
Eagle 161
8/22/2012
MCL
MTRSC
1/4
16N
12E
12
NE
 
9/27/2012
2012-019247
   
715578
Eagle 162
8/22/2012
MCL
MTRSC
1/4
16N
13E
7
NW
 
9/27/2012
2012-019248
   
715579
Eagle 163
8/22/2012
MCL
MTRSC
1/4
16N
13E
7
NE
 
9/27/2012
2012-019249
   
715580
Eagle 164
8/22/2012
MCL
MTRSC
1/4
16N
13E
8
NW
 
9/27/2012
2012-019250
   
715588
Eagle 172
8/22/2012
MCL
MTRSC
1/4
16N
12E
12
SE
 
9/27/2012
2012-019258
   
715589
Eagle 173
8/22/2012
MCL
MTRSC
1/4
16N
13E
7
SW
 
9/27/2012
2012-019259
   
715590
Eagle 174
8/22/2012
MCL
MTRSC
1/4
16N
13E
7
SE
 
9/27/2012
2012-019260
   
715591
Eagle 175
8/22/2012
MCL
MTRSC
1/4
16N
13E
8
SW
 
9/27/2012
2012-019261
   
715614
Eagle 198
8/22/2012
MCL
MTRSC
1/4-1/4
16N
13E
6
NW
NW
9/27/2012
2012-019284
2/8/2013; 7/8/2020
2013-002182; 2020-009877-0
715615
Eagle 199
8/22/2012
MCL
Trad
 
16N
13E
6
NW
NE
9/27/2012
2012-019285
   
715616
Eagle 200
8/22/2012
MCL
Trad
 
16N
13E
6
NE
NW
9/27/2012
2012-019286
   
715618
Eagle 202
8/22/2012
MCL
MTRSC
1/4-1/4
16N
13E
6
NW
SW
9/27/2012
2012-019288
   
715619
Eagle 203
8/22/2012
MCL
MTRSC
1/4-1/4
16N
13E
6
NW
SE
9/27/2012
2012-019289
   
715620
Eagle 204
8/22/2012
MCL
MTRSC
1/4-1/4
16N
13E
6
NE
SW
9/27/2012
2012-019290
   
715621
Eagle 205
8/22/2012
MCL
Trad
 
16N
13E
6
NE
SE
9/27/2012
2012-019291
   
715622
Eagle 206
8/22/2012
MCL
Trad
 
16N
13E
5
NW
SW
9/27/2012
2012-019292
   
715623
Eagle 207
8/22/2012
MCL
Trad
 
16N
13E
5
SW
NW
9/27/2012
2012-019293
   
715624
Eagle 208
8/22/2012
MCL
Trad
 
16N
13E
5
SW
NE
9/27/2012
2012-019294
   
715626
Eagle 210
8/22/2012
MCL
MTRSC
1/4-1/4
16N
13E
5
SW
SW
9/27/2012
2012-019296
   
715627
Eagle 211
8/22/2012
MCL
MTRSC
1/4-1/4
16N
13E
5
SW
SE
9/27/2012
2012-019297
   

Page 4 of 5
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC or
Traditiona l
1/4
or 1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment
Document Number
715628
Eagle 212
8/22/2012
MCL
Trad
 
16N
13E
5
SE
SW
9/27/2012
2012-019298
   
715629
Eagle 213
8/22/2012
MCL
Trad
 
16N
13E
5
SE
SE
9/27/2012
2012-019299
   
715630
Eagle 214
8/22/2012
MCL
MTRSC
1/4-1/4
16N
13E
8
NE
NW
9/27/2012
2012-019300
   
715631
Eagle 215
8/22/2012
MCL
MTRSC
1/4-1/4
16N
13E
8
NE
NE
9/27/2012
2012-019301
   
715632
Eagle 216
8/22/2012
MCL
MTRSC
1/4-1/4
16N
13E
8
NE
SW
9/27/2012
2012-019302
   
715633
Eagle 217
8/22/2012
MCL
MTRSC
1/4-1/4
16N
13E
8
NE
SE
9/27/2012
2012-019303
   
715636
TOK 125
8/28/2012
MCL
Trad
 
16N
13E
21
NE
NW &
9/27/2012
2012-019306
   
715637
TOK 126
8/28/2012
MCL
Trad
 
16N
13E
28
SW
NE
9/27/2012
2012-019307
   
715638
TOK 127
8/28/2012
MCL
Trad
 
16N
13E
30
SE
NE
9/27/2012
2012-019308
   
715639
TOK 128
8/28/2012
MCL
Trad
 
16N
13E
30
SE
NW
9/27/2012
2012-019309
   
715640
TOK 129
8/28/2012
MCL
Trad
 
16N
13E
30
SW
NE
9/27/2012
2012-019310
   
715641
TOK 130
8/28/2012
MCL
Trad
 
16N
12E
25
SE
NE
9/27/2012
2012-019311
   
715642
TOK 131
8/28/2012
MCL
Trad
 
16N
12E
36
NW
SE
9/27/2012
2012-019312
   

Page 5 of 5
SCHEDULE III

None.




SCHEDULE 2.2(b)(vi)

1.
Miscellaneous Land Use Permit for Hardrock Exploration & Reclamation
o
Authorization Number: APMA F2019-2900
o
Issue Date: July 16, 2019
o
Expiration Date: December 31, 2023

2.
Temporary Water Use Permit
o
Authorization Number: TWUA F2019-091
o
Issue Date: August 12, 2019
o
Expiration Date: December 31, 2023

3.
Fish Habitat Permit
o
Authorization Number: FH19-III-0117
o
Issue Date: July 4, 2019
o
Expiration Date: December 31, 2023

SCHEDULE 2.2(b)(vii)

None.




SCHEDULE 2.2(b)(x)

None.



SCHEDULE 2.8(c)




Exhibit 10.2


OPTION TO PURCHASE STATE MINING CLAIMS
 
This Option to Purchase State Mining Claims (“Agreement”) is dated and effective this 29th day of September, 2020 (“Effective Date”), by and between Contango Minerals Alaska, LLC, an Alaska limited liability company (“NewCo”), and Peak Gold, LLC, a Delaware limited liability company (“Optionee”).
 
RECITALS
 
A.            On or about the date hereof, Optionee has transferred and assigned to NewCo those unpatented State of Alaska mining claims described in Exhibit A hereto.
 
B.            NewCo desires to grant to Optionee, and Optionee desires to acquire from NewCo the option to acquire the State Claims (defined below) in accordance with the terms of this Agreement.
 
THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, NewCo and Optionee agree as follows:
 
AGREEMENT
 
1.            Definitions.  In addition to terms defined elsewhere in this Agreement, the following terms used in this Agreement shall have the meanings set forth in this Section:
 
“Acquired State Claims” means the State Claims that are set forth in the Option Notice.
 
“Affected Obligation” has the meaning set forth in Section 15(e).
 
“Affiliate” means, as to any person, any other person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person.  For purposes of this definition, “control” (including the terms “controlled by” and “under common control with”), when used with respect to a specific person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through a substantial or majority ownership of voting securities, by contract or otherwise.
 
“Agreement” has the meaning set forth in the preamble.
 
“Business Days” means any calendar day other than a Saturday, Sunday or any statutory or civic holiday observed by banks in the State of Alaska.
 
“CFIUS” means the U.S. government’s Committee for Foreign Investment in the United States.
 

“CFIUS Clearance” means (a) official written notice from CFIUS to NewCo or Optionee that:  (i) CFIUS has completed a review or investigation of the transaction contemplated by this Agreement under Section 721 of the Defense Production Act, 50 U.S.C. § 4565, and its implementing regulations (“Section 721”) and there are no unresolved national security concerns with respect to the transaction contemplated by this Agreement; (ii) the transaction contemplated by this Agreement is not a “covered transaction” within the meaning of Section 721; or (iii) CFIUS has sent a report to the President of the United States requesting the President’s decision on the CFIUS Notice submitted in connection with the transaction contemplated by this Agreement and either (x) the period under Section 721 during which the President may announce his decision to take action to suspend, prohibit or place any limitation on such transaction has expired without any such action being announced or taken, or (y) the President has announced a decision not to take any action to suspend, prohibit or place any limitation on such transaction; or (b) any other action by the U.S. Government that establishes that the U.S. Government will not take adverse action under Section 721 with respect to the transaction contemplated by this Agreement.
 
“CFIUS Notice” means official notice of the transaction contemplated by this Agreement under Section 721.
 
“Closing” has the meaning set forth in Section 5(a).
 
“Effective Date” has the meaning set forth in the preamble.
 
“Environmental Law” means any Law relating to reclamation or restoration of property; abatement of pollution; protection of the environment; protection of wildlife, including endangered species; ensuring public health and safety from environmental hazards; protection of cultural or historic resources; management, treatment, storage, disposal or control of, or exposure to, Hazardous Materials; releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or Hazardous Materials, to air, surface water and groundwater; and all other Laws relating to manufacturing, processing, distribution, use, treatment, storage, disposal, handling or transport of pollutants, contaminants, chemicals or industrial, toxic or Hazardous Materials.
 
“Factual Geologic Data” means all drill hole and surface sample analyses (including multielement chemistry and precious metals assays), isotopic analyses, geophysical survey results, descriptive drill hole logs, drill hole locations, depths, orientations, and azimuths, airborne point arrays and topographic maps, geologic maps and cross sections including field notes and other data of a factual nature relating to the State Claims.
 
“Force Majeure” means any matter (whether foreseeable or unforeseeable) beyond a Party’s reasonable control, including but not limited to:  acts of God, unusually inclement weather, acts of war, insurrection, riots or terrorism, pandemics, strikes, lock-outs or other labor disputes; inability to obtain necessary materials or obtain permits, approvals or consents within a reasonable time; or damage to, destruction of, or unavoidable shut-down of necessary facilities.
 
“Governmental Authority” means local, state, federal, or foreign governmental agencies or courts, sovereign Native entities or organizations, or any officer or official acting under color of governmental authority (any such agency, court, entity, organization, officer, or official).
 
“Governmental Fees” means all rentals, holding fees, location fees, maintenance payments or other payments required by any Law to be paid to a federal, state, territorial or other Governmental Authority, in order to locate or maintain the State Claims in good standing.
 
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“Hazardous Materials” means any chemical, material or substance defined or regulated as toxic, hazardous, infectious, explosive, radioactive, carcinogenic or mutagenic, or as a pollutant or contaminant, or as a waste, under any applicable Environmental Law and includes petroleum and petroleum products, asbestos containing materials and polychlorinated biphenyls, but excludes commercial cleaning products.
 
“Law” or “Laws” means all federal, state, tribal, municipal, local and foreign laws (statutory or common), rules, ordinances, regulations, grants, concessions, franchises, licenses, orders, directives, judgments, decrees, and other governmental restrictions, including permits and other similar requirements, whether legislative, municipal, administrative or judicial in nature, including Environmental Laws, which are applicable to the State Claims, regardless of whether or not in existence or enacted or adopted hereafter; provided, however, nothing in this definition is intended to make laws applicable to the Parties during periods when the laws are not applicable by their terms or the timing of their enactment.
 
“Liens” means any pledge, claim, lien, charge, option, hypothec, mortgage, security interest, restriction, adverse right, prior assignment, lease, sublease, royalty, levy, right to possession or any other encumbrance, easement, license, right of first refusal, covenant, voting trust or agreement, transfer restriction under any shareholder or similar agreement, right or restriction of any kind or nature whatsoever, whether contingent or absolute, direct or indirect, or any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing.
 
“Losses” means any and all loss, damage, injury, cost, expense (including reasonable attorneys’ fees), claim, fine, order, penalty, demand or liability, including but not limited to environmental and reclamation liabilities.
 
“NewCo” has the meaning set forth in the preamble.
 
“Notice” has the meaning set forth in Section 1515(a).
 
“Option” has the meaning set forth in Section 2(a).
 
“Option Exercise Date” has the meaning set forth in Section 4.
 
“Option Notice” has the meaning set forth in Section 2(b).
 
“Option Period” has the meaning set forth in Section 4.
 
“Optionee” has the meaning set forth in the preamble.
 
“Party” means NewCo or Optionee, individually, as the context so requires, and the term “Parties” shall mean, collectively, NewCo and Optionee, and their successors or assigns collectively.
 
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“Release” means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, abandonment, disposing into or through the environment (including, without limitation, ambient air (indoor or outdoor), surface water, groundwater, land surface or subsurface strata).
 
“State Claims” means (i) the unpatented mining claims set forth in Exhibit A hereto and all extralateral rights, water and water rights, easements and rights-of-way or other appurtenances and tenures attached to or associated with such claims, and (ii) any extension, renewal, replacement, conversion, amendment, relocation or substitution of any such mining claim.
 
“Taking” has the meaning set forth in Section 13.
 
2.            Option.
 
(a)            NewCo hereby grants to Optionee, and its permitted successors and assigns, the exclusive option (“Option”) to acquire the State Claims, in one exercise, during the Option Period (as defined below); provided, however, that Optionee may only make one exercise of the Option and may only deliver one Option Notice (as defined below) subject to Section 2(b).
 
(b)            Optionee may exercise the Option during the Option Period by delivering to NewCo a written notice (“Option Notice”) pursuant to Section 15(a) below indicating that Optionee elects to acquire some or all of the State Claims.  Based on any disclosures provided by NewCo pursuant to Section 6(c) below, Optionee may modify the list of State Claims described in the Option Notice by providing Notice to NewCo at least two (2) Business Days prior to Closing setting forth a list of State Claims that Optionee is electing to acquire.
 
3.            Purchase Price.  At the Closing, Optionee shall pay to NewCo the Purchase Price (as defined below) for the Acquired State Claims, payable by wire transfer pursuant to wiring instructions provided by NewCo.  The “Purchase Price” shall be $50,000, regardless of whether the Option exercise is partial or full, plus all reasonable costs and expenses paid or incurred by NewCo (including but not limited to fees, costs and expenses of legal counsel(s) and other advisors in connection therewith) to maintain any of the State Claims pursuant to the provisions of this Agreement.
 
4.            Option Period.  The Option shall be exercisable for a period commencing on the date that is six (6) months after the Effective Date hereof and ending on the earlier of (a) the date that is eighteen (18) months after the Effective Date or (b) the date of termination of this Agreement pursuant to its terms (the “Option Period”).  In order to exercise the Option, Optionee must provide the Option Notice to NewCo during the Option Period (the date of delivery, the “Option Exercise Date”).  Upon expiration of the Option Period, this Agreement shall automatically terminate with no further action on the part of any person, and be of no further force and effect, unless Optionee has delivered an Option Notice in accordance with the provisions of this Agreement during the Option Period, and the associated Closing has not occurred prior to the expiration of the Option Period, in which case this Agreement shall remain in full force and effect until the completion of the associated Closing.  The Optionee may terminate this Agreement at any time during the Option Period by providing written notice of such termination to NewCo.  Time is of the essence with respect to Optionee’s delivery of the Option Notice.
 
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5.            Closing.
 
(a)            The Parties shall complete a closing at the offices of Optionee with respect to the State Claims (the “Closing”) on the date specified by Optionee in its Option Notice to NewCo, which date shall be either (i) between ten (10) days and thirty (30) days after the Option Exercise Date if Optionee determines that no CFIUS filing is necessary, or (ii) within five (5) Business Days following CFIUS Clearance, unless otherwise mutually agreed by the Parties, subject to any election by Optionee to not close based on any disclosures provided pursuant to Section 6(c); provided that in no event shall the Closing occur under item (ii) more than three (3) years after the Effective Date at which time all rights of Optionee to acquire the State Claims hereunder shall terminate.
 
(b)            At least five (5) days before the Closing, NewCo will provide Optionee with a calculation of the Purchase Price, including reasonable details and support for all costs and expenses paid or incurred by NewCo to maintain the State Claims pursuant to the provisions of this Agreement which have not been paid by Optionee to NewCo prior to such date pursuant to Section 8, and the Parties shall negotiate in good faith in order to agree upon the reasonable costs and expenses to be included in the final calculation of the Purchase Price prior to the Closing.
 
(c)            At the Closing:  (i) NewCo will deliver to Optionee an executed and acknowledged mining deed in the form of Exhibit B conveying to Optionee all of NewCo’s rights, title and interests in and to the Acquired State Claims; (ii) NewCo will deliver to Optionee all Factual Geologic Data that NewCo owns or controls, which it obtained from the Acquired State Claims; (iii) Optionee will deliver to NewCo the Purchase Price by wire transfer to an account designated in writing by NewCo in immediately available funds; and (iv) Optionee will deliver to NewCo all documents as reasonably requested by Newco that are necessary to confirm the assumption, for all purposes, of all royalty payment obligations of NewCo relating to the Acquired State Claims pursuant to that certain Omnibus Second Amendment and Restatement of Royalty Deeds between NewCo and Royal Gold, Inc., dated as of even date herewith.  NewCo makes no representation or warranty as to the accuracy or completeness of any Factual Geologic Data provided pursuant to this Agreement or the fitness of any such Factual Geologic Data for any purpose, and Optionee acknowledges and agrees that NewCo shall have no liability for any damages relating to any inaccuracies or incompleteness of such information, except for damages resulting from fraud or intentional misrepresentations by NewCo.
 
(d)            The obligation of each Party to consummate the Closing is subject to delivery by the other Party of all items set forth for such Party’s delivery in Section 5(c) and the payment or reimbursement of all fees and expenses incurred by NewCo in accordance with Section 5(e). If NewCo fails to timely deliver any of the documents required to be delivered by it at the Closing and if Optionee has performed all of its obligations under this Agreement with respect to the Closing, the Optionee shall be entitled to the remedy of specific performance, as well as all other legal and equitable remedies available to it.
 
(e)            All recording fees, transfer fees and other closing costs, including all legal and other fees and expenses reasonably incurred by NewCo and its affiliates in connection with the Closing and any CFIUS Approval under Section 12, shall be borne by and paid by Optionee or promptly reimbursed to NewCo.
 
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6.
Representations and Warranties.
 
(a)            Each Party represents and warrants to the other Party as of the Effective Date and the Closing as follows:  (i) it is an entity duly organized, qualified to transact business, and in good standing under the Laws of its jurisdiction of organization, and is duly qualified to transact business and in good standing in each jurisdiction where the nature of its assets and operations make such qualification necessary; (ii) it has the full right, power and capacity to enter into and perform this Agreement and all transactions contemplated herein, and all corporate, board of directors and other actions required to authorize it to enter into and perform this Agreement have been properly taken; (iii) it will not breach any other agreement or arrangement by entering into or performing this Agreement, and this Agreement has been duly executed and delivered by it and is valid and binding upon it in accordance with its terms; and (iv) it has relied solely on its own appraisals and estimates as to the value of the State Claims.  Additionally, this representation is limited by applicable bankruptcy, insolvency, moratorium, and other similar laws affecting generally the rights and remedies of creditors and secured parties.
 
(b)            NewCo represents and warrants to Optionee as of the Effective Date of this Agreement and the Closing that, subject to the paramount title of the State of Alaska, NewCo (i) is the holder of an undivided legal and beneficial interest in the State Claims in the form and to the extent it received them pursuant to the Separation and Distribution Agreement dated as of even date herewith, by and among NewCo, Optionee, Contango ORE, Inc., a Delaware corporation, CORE Alaska, LLC, a Delaware limited liability company, Royal Gold, Inc., a Delaware corporation, and Royal Alaska, LLC, a Delaware limited liability company; (ii) has not granted or created any Liens against the State Claims; and (iii) has not granted any person:  (A) the right to use the State Claims or any royalty or other interest whatsoever in production from the State Claims, or (B) any back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would adversely affect the Optionee’s interest in the State Claims.
 
(c)            NewCo represents and warrants to Optionee as of the Closing the following with respect to the State Claims to the actual knowledge of NewCo:
 
i.            except as otherwise disclosed in writing to Optionee at least five (5) Business Days prior to Closing, during NewCo’s ownership of the State Claims, there has been no unpermitted Release by or on behalf of NewCo of Hazardous Materials on, from, or under the State Claims;
 
ii.            except as otherwise disclosed in writing to Optionee at least five (5) Business Days prior to Closing, none of the State Claims (including soils, groundwater or surface water located within any of the State Claims) has been the source of or subject to any Release of any Hazardous Materials which would reasonably be expected to result in any Losses or violation of any Environmental Laws;
 
iii.            NewCo has complied in all material respects with its obligations and commitments under this Agreement.
 
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7.
Conduct of Operations during Option Period.
 
(a)            All activities carried out by or on behalf of NewCo on any of the State Claims during the Option Period shall materially conform to applicable Laws, including Environmental Laws.
 
(b)            No implied covenants or conditions whatsoever shall be read into this Agreement relating to the prospecting or exploration of the State Claims or any other operations of NewCo hereunder, including but not limited to the time therefor or measure of diligence thereof.  Any operations conducted by NewCo upon or relating to the State Claims shall be conducted at such time and in such manner as NewCo, in its sole discretion deems advisable, subject only to the express provisions of this Agreement.
 

8.
Maintenance of the State Claims During Term of Agreement.
 
(a)            Subject to Section 8(c), during the Option Period, NewCo shall use commercially reasonable efforts to:
 
i.            perform or cause to be performed all actions necessary to maintain the State Claims in good standing under applicable Laws, including completion of assessment work, payment of all Governmental Fees and satisfying filing requirements of any Governmental Authority;
 
ii.            pay any taxes, assessments or government charges that are imposed upon any improvements, equipment or other personal property placed on the State Claims by NewCo or imposed or based on any of NewCo’s activities on the State Claims, other than those being contested in good faith; and
 
iii.            keep the State Claims free and clear of any and all mechanics or materialmen’s liens in connection with services performed and supplies provided at NewCo’s request; provided that NewCo may refuse to pay any claims asserted against it or the State Claims that NewCo disputes in good faith; provided that in no event shall NewCo permit or allow title to the State Claims to be encumbered or lost as a result of nonpayment of any mechanics or materialmen’s liens in connection with services performed and supplies provided at NewCo’s request.
 
(b)            At least five (5) Business Days prior to filing or recording with any Governmental Authority any affidavit of labor or other document required to maintain the State Claims in good standing, NewCo shall deliver to Optionee a draft copy of the documents that NewCo proposes to file or record, and NewCo shall reasonably consider any comments provided by Optionee during the five Business Day period.
 
(c)            Prior to paying any amounts due for purposes of complying with Section 8(a)(i) or 8(a)(ii), NewCo shall provide Optionee Notice of the payment due date, if any, and the amount of any such payment at least thirty (30) days prior to the date of such payment, or, if NewCo receives a notice of payment due in fewer than thirty (30) days, reasonably promptly upon learning of such payment deadline.  Optionee shall be obligated to pay to NewCo the amount of any such payment in full in immediately available funds within ten (10) days of receipt of a Notice contemplated by this Section 8(c), or, if the due date for such payment is sooner, at least three (3) days prior to the date of payment.  If Optionee fails to timely make any payment pursuant to this Section 8(c), the Option Period shall expire, this Agreement shall terminate in all respects and NewCo shall have no obligation to maintain the State Claims.
 
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(d)            If NewCo determines that any of the State Claims should be amended or relocated or that any other title curative action should be taken with respect to those claims, NewCo shall provide Notice to Optionee describing the proposed action and providing a copy of all documents that NewCo proposes to file or record with any Governmental Authority related to such amendment, relocation or title curative action at least five (5) Business Days prior to any recording or filing.  NewCo shall reasonably consider any comments provided by Optionee during the five (5) Business Day period.  Any amended or relocated State Claim or any other interest acquired by NewCo within the boundaries of the State Claims shall be included in the State Claims that are subject to this Agreement.
 
9.            Inspections.  From and after the date of this Agreement, upon reasonable prior Notice to NewCo (it being agreed that in the ordinary course, five (5) Business Day written Notice given on a Business Day shall be reasonable), and during normal business hours, Optionee shall be entitled to enter, at its own risk, the State Claims at reasonable times for purposes of conducting reasonable inspections of any of NewCo’s operations, facilities or structures as Optionee deems necessary to assess the condition thereof; provided that Optionee shall not perform any invasive testing without NewCo’s prior written consent; provided further, notwithstanding any provision herein to contrary, that NewCo shall not be required to take any action or pay any amounts for additional maintenance or care of the State Claims that may result from the Optionee’s or its agents’ or representatives’ entry or actions upon the State Claims.  Optionee shall restore, repair and replace any and all damage or destruction of the State Claims caused by Optionee or its agents or representatives.  During any entry upon the State Claims, Optionee shall maintain comprehensive general liability insurance in an amount not less than $1,000,000 for bodily injury to one person for each occurrence, $2,000,000 for bodily injuries to more than one person arising out of each occurrence and $500,000 for property damage arising out of each occurrence.  Prior to any such entry, Optionee shall deliver to NewCo certificates of insurance evidencing such coverage and naming NewCo as an additional insured and providing for not less than thirty (30) days’ Notice of cancellation or material modification to NewCo.  Optionee shall indemnify, defend and hold NewCo and its Affiliates harmless against and from any and all loss, cost, damage, liability and expense (including but not limited to reasonable attorneys’ fees and costs) incurred by or asserted against NewCo to the extent arising out of, in connection with or attributable to entry by Optionee or its agents or representatives upon the State Claims or any of such person’s activities thereon, unless caused by NewCo’s intentional misconduct or gross negligence.  NewCo shall have the right to have a representative present during any site inspections.  Optionee’s obligations under this Section 9 shall survive Closing as well as any termination of this Agreement.
 
10.            Transfer of Interests.  During the term of this Agreement, a Party may transfer all or any portion of its interests in or under this Agreement or the State Claims only in accordance with the provisions of this Section 10.
 
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(a)            NewCo may transfer its rights, title or interests in or to any of the State Claims only following thirty (30) days prior Notice to Optionee.  If Optionee delivers to NewCo an Option Notice during that thirty (30) day period, NewCo shall convey the State Claims to Optionee in accordance with Section 2.  Any transfer by NewCo of any of its right, title or interest in or to the State Claims to any person other than NewCo shall be made expressly subject to the terms of this Agreement and shall not be effective unless the transferee agrees in writing with Optionee to be bound by the terms of this Agreement to the same extent as NewCo with respect to the conveyed State Claims.
 
(b)            Optionee may only transfer its rights under this Agreement to an Affiliate of Optionee at any time, but Optionee shall remain liable for performing this Agreement; provided that, at least five (5) Business Days prior to any such transfer, Optionee shall provide written Notice to NewCo identifying the transferee.
 
(c)            NewCo shall not create or convey any royalty, or other right to any payment based on production of minerals from the State Claims without Optionee’s prior written consent, which may be withheld in Optionee’s sole discretion.
 
(d)            NewCo shall not pledge, mortgage or otherwise create, establish or convey any Lien on or with respect to the State Claims, without the prior written consent of Optionee, which may be withheld in Optionee’s sole discretion.
 

11.
Indemnities.
 
(a)            Indemnification by NewCo.  NewCo shall indemnify and hold harmless, Optionee and its Affiliates and their respective officers, directors, employees, agents and representatives from and against any and all Losses arising out of or resulting from:
 
(i)            any representations or warranties of NewCo in this Agreement not being true and accurate when made or as of Closing; and
 
(ii)            any failure by NewCo to perform any of its covenants, agreements, or obligations in this Agreement.
 
(b)            Indemnifications by Optionee.  Optionee shall indemnify and hold harmless, NewCo and its Affiliates and their respective officers, directors, employees, agents and representatives from and against any and all Losses arising out of or resulting from:
 
(i)            any representations or warranties of Optionee in this Agreement not being true and accurate when made or as of Closing; and
 
(ii)            any failure by Optionee to perform any of its covenants, agreements, or obligations in this Agreement.
 
(c)            The indemnities set forth in this Section shall survive the expiration or termination of this Agreement and any Closing undertaken pursuant to this Agreement.

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12.
CFIUS Approval.
 
(a)            If Optionee determines that CFIUS review is warranted, NewCo and Optionee shall work together to, as promptly as practicable, complete governmental processes pursuant to Section 721 in connection with this Agreement.  In particular, each of NewCo and Optionee shall:  (i) jointly submit a draft CFIUS Notice to CFIUS and complete the consultation process contemplated by 31 C.F.R. § 800.401(f) with respect to the transaction contemplated by this Agreement no later than seven (7) days after the Option Exercise Date; (ii) no later than five (5) Business Days after receipt of CFIUS notification that the draft filing meets the requirements of 31 C.F.R. § 800.402 and is, accordingly, complete, jointly file with CFIUS a CFIUS Notice as contemplated by 31 C.F.R. § 800.401(a); (iii) to the extent reasonably feasible, provide CFIUS with any additional or supplemental information requested by CFIUS or its member agencies during the review process; and (iv) take all commercially reasonable steps advisable, necessary or desirable to obtain CFIUS Clearance and prevent impediments to consummation of the transaction contemplated by this Agreement.
 
(b)            NewCo and Optionee shall promptly inform the other of any request for information or other communication from any Governmental Authority regarding the transaction contemplated by this Agreement in connection with the review processes contemplated by this Section 11 and shall cooperate with each other with respect to any response to such communication.  In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by a cognizant Governmental Authority, NewCo and Optionee shall (i) give each other reasonable advance Notice of all meetings with any Governmental Authority relating to the transaction contemplated by this Agreement, (ii) give each other an opportunity to participate in each of such meetings, (iii) keep such other Party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the transaction contemplated by this Agreement, (iv) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications with a Governmental Authority regarding the transaction contemplated by this Agreement, and (v) provide each other (or counsel of each Party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the transaction contemplated by this Agreement.  Any such disclosures, rights to participate or provisions of information by one Party to the other may be made on a counsel-only basis to the extent required under applicable Law or as appropriate to protect confidential business information.
 
13.            Condemnation.  Notwithstanding anything contained herein to the contrary, in the event of any condemnation, purchase in lieu of condemnation, or other taking (each, a “Taking”) with respect to all or any portion of the State Claims, this Agreement shall automatically terminate as to the State Claims so condemned or taken.  NewCo will promptly deliver Notice to Optionee in the event of any proposed Taking.  Optionee may request that NewCo challenge any proposed Taking; provided that NewCo’s costs and expenses incurred in connection with any such challenge and the resulting negotiations shall be paid by Optionee to NewCo within thirty (30) days after receipt of an invoice therefor, and Optionee shall have the right to participate and direct NewCo’s actions in any such challenge.  In the event (i) any award is granted with respect to a Taking, and (ii) Closing occurs pursuant to the terms hereof, Optionee shall receive such award at Closing.  Further, if Closing occurs, NewCo shall assign its interest in any award to be made with respect to any proposed Taking(s).  In the event Closing does not occur, NewCo shall be entitled to receive any award granted with respect to a Taking or proposed Taking. Notwithstanding the terms of this Section 13, NewCo shall not have any obligation to contest any proposed Taking unless requested by Optionee, and, in the absence of such a request, any election of NewCo to not contest any such proposed Taking shall not be a violation of this Section 13 or any other term of this Agreement.

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14.            Survival.  The representations, warranties and indemnities set forth in Sections 6, 9 and 11 of this Agreement shall survive the termination of this Agreement and the Closing, including any claims for Losses in respect of any breach thereof.
 
15.            General Provisions.
 
(a)            Notice.  All notices or other communications to either Party (“Notice”) shall be in writing and shall be sufficiently given if (i) delivered in person, (ii) sent by registered or certified mail, return receipt requested, or (iii) sent by overnight mail by a courier that maintains a delivery tracking system.  Subject to the following sentence, all notices shall be effective and shall be deemed delivered (i) if by personal delivery, on the date of delivery, (ii) if by mail, on the date of delivery as shown on the actual receipt, and (iii) if by courier, as documented by the courier’s tracking system.  If the date of such delivery or receipt is not a Business Day, the Notice or other communication delivered or received shall be effective on the next Business Day.  A Party may change its address or other contact information from time to time by Notice to the other Party as indicated above.
 
All notices to NewCo shall be addressed to:
 
Contango Minerals Alaska, LLC
c/o Contango ORE, Inc.
3700 Buffalo Speedway, Suite 925
Houston, TX 77098
Email:
Attention: President and CEO

 
All notices to Optionee shall be addressed to:
 
Peak Gold, LLC
c/o Kinross Gold U.S.A., Inc.
5075 S. Syracuse Street, Suite 800
Denver, CO  80237
Email:
Attention: General Counsel

(b)            Inurement.  All covenants, conditions, indemnities, limitations, and provisions contained in this Agreement apply to, and are binding upon the Parties to this Agreement, their heirs, representatives, successors, and assigns.
 
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(c)            Waiver.  No waiver of any provision of this Agreement, or waiver of any breach of this Agreement, shall be effective unless the waiver is in writing and is signed by the Party against whom the waiver is claimed.  No waiver of any breach shall be deemed to be a waiver of any other subsequent breach.
 
(d)            Modification.  No modification, variation, or amendment of this Agreement shall be effective unless it is in writing and signed by all Parties to this Agreement.
 
(e)            Force Majeure.  If a Party is prevented from completing any obligation under this Agreement, other than an obligation that may be satisfied by the payment of money, by a Force Majeure (the “Affected Obligation”), the Affected Obligation shall be suspended and that Party shall not be deemed in default or liable for damages or other remedies as a result thereof for so long as that Party is prevented from complying with the Affected Obligation by the Force Majeure; provided, that that Party shall promptly notify the other Party in writing of the existence of any event of Force Majeure, and shall exercise diligence and reasonable efforts to remove or overcome the cause of such inability to undertake the Affected Obligation, and shall recommence performance thereof as soon as reasonably possible.  The affected Party shall thereafter have an additional period of time equal to the duration of the Force Majeure to complete the Affected Obligation.
 
(f)            Entire Agreement.  This Agreement sets forth the entire agreement of the Parties with respect to the transactions contemplated herein and supersedes any other agreement, representation, warranty, or undertaking, written or oral.
 
(g)            Memorandum.  A memorandum of this Agreement in the form attached as Exhibit C shall be recorded in the records of the Fairbanks Recording District, State of Alaska promptly after execution of this Agreement.  This Agreement shall not be recorded.
 
(h)            Further Assurances.  Each of the Parties agrees that it shall take from time to time such actions and execute such additional instruments as may be reasonably necessary or convenient to implement and carry out the intent and purpose of this Agreement.
 
(i)            Attorneys’ Fees.  In any litigation between the Parties to this Agreement, or persons claiming under them resulting from, arising out of, or in connection with this Agreement, or the construction or enforcement thereof, the substantially prevailing Party or Parties shall be entitled to recover from the defaulting Party or Parties, all reasonable costs, expenses, attorneys' fees, expert fees, and other costs of suit incurred by it in connection with such litigation, including such costs, expenses and fees incurred prior to the commencement of the litigation, in connection with any appeals, and collecting any final judgment entered therein.  If a Party or Parties substantially prevails on some aspects of such action, but not on others, the court may apportion any award of costs and attorneys' fees in such manner as it deems equitable.
 
(j)            Construction.  The section and paragraph headings contained in this Agreement are for convenience only and shall not be used in the construction of this Agreement.  The invalidity of any provision of this Agreement shall not affect the enforceability of any other provision of this Agreement.  The Parties have been represented by legal counsel in negotiating preparing this Agreement and any rules of construction for or against the dafter of an agreement shall not be applicable.
 
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(k)            Currency.  All references to dollars herein shall mean United States dollars.
 
(l)            Rule Against Perpetuities.  Any option or right to acquire any property interests under this Agreement shall be exercised, it at all, within the maximum time period allowed under any applicable rule against perpetuities or any analogous statutory or common law principle.
 
(m)            No Third-Party Beneficiaries.  This Agreement shall be construed to benefit the Parties and their respective successors and permitted assigns only and shall not be construed to create third party beneficiary rights in any other party, governmental agency or organization, except as provided in Section 10.
 
(n)            Governing Law.  This Agreement shall be governed by, interpreted and enforced in accordance with the laws of the State of Alaska, without regard to that State’s conflicts of laws provisions.
 
(o)            Venue.  Any disputes arising under or related to this Agreement shall be resolved by a federal or state court in the State of Alaska having jurisdiction over the matter.
 
(p)            Fees and Commissions.  Except as set forth in Section 3, each Party shall be solely responsible for any fees or commissions associated with any attorneys, accountants, financial advisors, real estate brokers or agents that it utilizes in connection with the preparation of this Agreement.
 
(q)            Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all such counterparts together shall constitute one and the same agreement.
 

 
[SIGNATURES FOLLOW ON NEXT PAGE]
 
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
 
Contango Minerals Alaska, LLC
 

By:      /s/ Rick Van Nieuwenhuyse

Name:  Rick Van Nieuwenhuyse

Title:      President and Chief Executive Officer
Peak Gold, LLC
By: Royal Alaska, LLC, its manager
 
By:  /s/ William Heissenbuttel

Name: William Heissenbuttel

Title:     President


EXHIBIT A
 
TO
 
OPTION TO PURCHASE STATE MINING CLAIMS
 
THE STATE CLAIMS

A-1

 
Exhibit A to Option to Purchase State Mining Claims
 
Copper River Meridian, Fairbanks Recording District, AK
 
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MRTSC or
Traditiona l
1/4
or 1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment
Document Number
614253
TOK 1
2/17/2010
MCL
Trad
 
16N
13E
9
NW
NW
3/1/2010
2010-002885
3/31/2010
2010-005089
614254
TOK 2
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
9
NW
SW
3/1/2010
2010-002886
   
614255
TOK 3
2/17/2010
MCL
Trad
 
16N
13E
9
NW
SE
3/1/2010
2010-002887
3/31/2010
2010-005090
614256
TOK 4
2/17/2010
MCL
Trad
 
16N
13E
9
NE
SW
3/1/2010
2010-002888
3/31/2010
2010-005091
614257
TOK 5
2/17/2010
MCL
MTRSC
1/4
16N
13E
8
SE
 
3/1/2010
2010-002889
   
614258
TOK 6
2/17/2010
MCL
MTRSC
1/4
16N
13E
9
SW
 
3/1/2010
2010-002890
   
614259
TOK 7
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
9
SE
NW
3/1/2010
2010-002891
   
614260
TOK 8
2/17/2010
MCL
Trad
 
16N
13E
9
SE
NE
3/1/2010
2010-002892
3/31/2010
2010-005092
614261
TOK 9
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
9
SE
SW
3/1/2010
2010-002893
   
614262
TOK 10
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
9
SE
SE
3/1/2010
2010-002894
   
614263
TOK 11
2/17/2010
MCL
Trad
 
16N
13E
10
SW
SW
3/1/2010
2010-002895
3/31/2010
2010-005093
614264
TOK 12
2/17/2010
MCL
Trad
 
16N
13E
10
SW
SE
3/1/2010
2010-002896
3/31/2010
2010-005094
614265
TOK 13
2/17/2010
MCL
MTRSC
1/4
16N
12E
13
NE
 
3/1/2010
2010-002897
   
614266
TOK 14
2/17/2010
MCL
MTRSC
1/4
16N
13E
18
NW
 
3/1/2010
2010-002898
   
614267
TOK 15
2/17/2010
MCL
MTRSC
1/4
16N
13E
18
NE
 
3/1/2010
2010-002899
   
614268
TOK 16
2/17/2010
MCL
MTRSC
1/4
16N
13E
17
NW
 
3/1/2010
2010-002900
   
614269
TOK 17
2/17/2010
MCL
MTRSC
1/4
16N
13E
17
NE
 
3/1/2010
2010-002901
   
614270
TOK 18
2/17/2010
MCL
MTRSC
1/4
16N
13E
16
NW
 
3/1/2010
2010-002902
   
614271
TOK 19
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
16
NE
NW
3/1/2010
2010-002903
   
614272
TOK 20
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
16
NE
NE
3/1/2010
2010-002904
   
614273
TOK 21
2/17/2010
MCL
Trad
 
16N
13E
15
NW
NW
3/1/2010
2010-002905
3/31/2010
2010-005095
614274
TOK 22
2/17/2010
MCL
Trad
 
16N
13E
16
NE
SW
3/1/2010
2010-002906
3/31/2010
2010-005096
614275
TOK 23
2/17/2010
MCL
Trad
 
16N
13E
16
NE
SE
3/1/2010
2010-002907
3/31/2010
2010-005097
614276
TOK 24
2/17/2010
MCL
Trad
 
16N
13E
15
NW
SW
3/1/2010
2010-002908
3/31/2010
2010-005098
614277
TOK 25
2/17/2010
MCL
MTRSC
1/4
16N
12E
14
SE
 
3/1/2010
2010-002909
   
614278
TOK 26
2/17/2010
MCL
MTRSC
1/4
16N
12E
13
SW
 
3/1/2010
2010-002910
   
614279
TOK 27
2/17/2010
MCL
MTRSC
1/4
16N
12E
13
SE
 
3/1/2010
2010-002911
   
614280
TOK 28
2/17/2010
MCL
MTRSC
1/4
16N
13E
18
SW
 
3/1/2010
2010-002912
   
614281
TOK 29
2/17/2010
MCL
MTRSC
1/4
16N
13E
18
SE
 
3/1/2010
2010-002913
   
614282
TOK 30
2/17/2010
MCL
MTRSC
1/4
16N
13E
17
SW
 
3/1/2010
2010-002914
   
614283
TOK 31
2/17/2010
MCL
MTRSC
1/4
16N
13E
17
SE
 
3/1/2010
2010-002915
   
614284
TOK 32
2/17/2010
MCL
MTRSC
1/4
16N
13E
16
SW
 
3/1/2010
2010-002916
   
614285
TOK 33
2/17/2010
MCL
Trad
 
16N
13E
16
SE
NW
3/1/2010
2010-002917
3/31/2010
2010-005099
614286
TOK 34
2/17/2010
MCL
Trad
 
16N
13E
16
SE
SW
3/1/2010
2010-002918
3/31/2010
2010-005100
614287
TOK 35
2/17/2010
MCL
MTRSC
1/4
16N
12E
23
NW
 
3/1/2010
2010-002919
   

Page 1 of 5
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC or
Traditiona l
1/4
or 1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment
Document Number
614288
TOK 36
2/17/2010
MCL
MTRSC
1/4
16N
12E
23
NE
 
3/1/2010
2010-002920
   
614289
TOK 37
2/17/2010
MCL
MTRSC
1/4
16N
12E
24
NW
 
3/1/2010
2010-002921
   
614290
TOK 38
2/17/2010
MCL
MTRSC
1/4
16N
12E
24
NE
 
3/1/2010
2010-002922
   
614291
TOK 39
2/17/2010
MCL
MTRSC
1/4
16N
13E
19
NW
 
3/1/2010
2010-002923
   
614292
TOK 40
2/17/2010
MCL
MTRSC
1/4
16N
13E
19
NE
 
3/1/2010
2010-002924
   
614293
TOK 41
2/17/2010
MCL
MTRSC
1/4
16N
13E
20
NW
 
3/1/2010
2010-002925
   
614294
TOK 42
2/17/2010
MCL
MTRSC
1/4
16N
13E
20
NE
 
3/1/2010
2010-002926
   
614295
TOK 43
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
21
NW
NW
3/1/2010
2010-002927
   
614296
TOK 44
2/17/2010
MCL
Trad
 
16N
13E
21
NW
NE
3/1/2010
2010-002928
3/31/2010
2010-005101
614297
TOK 45
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
21
NW
SW
3/1/2010
2010-002929
   
614298
TOK 46
2/17/2010
MCL
Trad
 
16N
13E
21
NW
SE
3/1/2010
2010-002930
3/31/2010
2010-005102
614299
TOK 47
2/17/2010
MCL
MTRSC
1/4
16N
12E
22
SE
 
3/1/2010
2010-002931
   
614300
TOK 48
2/17/2010
MCL
MTRSC
1/4
16N
12E
23
SW
 
3/1/2010
2010-002932
   
614301
TOK 49
2/17/2010
MCL
MTRSC
1/4
16N
12E
23
SE
 
3/1/2010
2010-002933
   
614302
TOK 50
2/17/2010
MCL
MTRSC
1/4
16N
12E
24
SW
 
3/1/2010
2010-002934
   
614303
TOK 51
2/17/2010
MCL
MTRSC
1/4
16N
12E
24
SE
 
3/1/2010
2010-002935
   
614304
TOK 52
2/17/2010
MCL
MTRSC
1/4
16N
13E
19
SW
 
3/1/2010
2010-002936
   
614305
TOK 53
2/17/2010
MCL
MTRSC
1/4
16N
13E
19
SE
 
3/1/2010
2010-002937
   
614306
TOK 54
2/17/2010
MCL
MTRSC
1/4
16N
13E
20
SW
 
3/1/2010
2010-002938
   
614307
TOK 55
2/17/2010
MCL
MTRSC
1/4
16N
13E
20
SE
 
3/1/2010
2010-002939
   
614308
TOK 56
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
21
SW
NW
3/1/2010
2010-002940
   
614309
TOK 57
2/17/2010
MCL
Trad
 
16N
13E
21
SW
NE
3/1/2010
2010-002941
3/31/2010
2010-005103
614310
TOK 58
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
21
SW
SW
3/1/2010
2010-002942
   
614311
TOK 59
2/17/2010
MCL
Trad
 
16N
13E
21
SW
SE
3/1/2010
2010-002943
3/31/2010
2010-005104
614312
TOK 60
2/17/2010
MCL
Trad
 
16N
13E
21
SE
SW
3/1/2010
2010-002944
3/31/2010
2010-005105
614313
TOK 61
2/17/2010
MCL
MTRSC
1/4
16N
12E
27
NW
 
3/1/2010
2010-002945
   
614314
TOK 62
2/17/2010
MCL
MTRSC
1/4
16N
12E
27
NE
 
3/1/2010
2010-002946
   
614315
TOK 63
2/17/2010
MCL
MTRSC
1/4
16N
12E
26
NW
 
3/1/2010
2010-002947
   
614316
TOK 64
2/17/2010
MCL
MTRSC
1/4
16N
12E
26
NE
 
3/1/2010
2010-002948
   
614317
TOK 65
2/17/2010
MCL
MTRSC
1/4
16N
12E
25
NW
 
3/1/2010
2010-002949
   
614318
TOK 66
2/17/2010
MCL
MTRSC
1/4-1/4
16N
12E
25
NE
NW
3/1/2010
2010-002950
   
614319
TOK 67
2/17/2010
MCL
MTRSC
1/4-1/4
16N
12E
25
NE
NE
3/1/2010
2010-002951
   
614320
TOK 68
2/17/2010
MCL
MTRSC
1/4-1/4
16N
12E
25
NE
SW
3/1/2010
2010-002952
   
614321
TOK 69
2/17/2010
MCL
Trad
 
16N
12E
25
NE
SE
3/1/2010
2010-002953
3/31/2010
2010-005106
614322
TOK 70
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
30
NW
NW
3/1/2010
2010-002954
   
614323
TOK 71
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
30
NW
NE
3/1/2010
2010-002955
   
614324
TOK 72
2/17/2010
MCL
Trad
 
16N
13E
30
NW
SW
3/1/2010
2010-002956
3/31/2010
2010-005107

Page 2 of 5
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC or
Traditiona l
1/4
or 1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment
Document Number
614325
TOK 73
2/17/2010
MCL
Trad
 
16N
13E
30
NW
SE
3/1/2010
2010-002957
3/31/2010
2010-005108
614326
TOK 74
2/17/2010
MCL
MTRSC
1/4
16N
13E
30
NE
 
3/1/2010
2010-002958
   
614327
TOK 75
2/17/2010
MCL
MTRSC
1/4
16N
13E
29
NW
 
3/1/2010
2010-002959
   
614328
TOK 76
2/17/2010
MCL
MTRSC
1/4
16N
13E
29
NE
 
3/1/2010
2010-002960
   
614329
TOK 77
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
28
NW
NW
3/1/2010
2010-002961
   
614330
TOK 78
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
28
NW
NE
3/1/2010
2010-002962
   
614331
TOK 79
2/17/2010
MCL
MTRSC
1/4-1/4
16N
13E
28
NW
SW
3/1/2010
2010-002963
   
614332
TOK 80
2/17/2010
MCL
Trad
 
16N
13E
28
NW
SE
3/1/2010
2010-002964
3/31/2010
2010-005109
614333
TOK 81
2/17/2010
MCL
Trad
 
16N
13E
28
NE
NW
3/1/2010
2010-002965
3/31/2010
2010-005110
614334
TOK 82
2/17/2010
MCL
Trad
 
16N
13E
28
NE
SW
3/1/2010
2010-002966
3/31/2010
2010-005111
614335
TOK 83
2/17/2010
MCL
MTRSC
1/4
16N
12E
28
SE
 
3/1/2010
2010-002967
   
614336
TOK 84
2/17/2010
MCL
MTRSC
1/4
16N
12E
27
SW
 
3/1/2010
2010-002968
   
614337
TOK 85
2/17/2010
MCL
MTRSC
1/4
16N
12E
27
SE
 
3/1/2010
2010-002969
   
614338
TOK 86
2/17/2010
MCL
MTRSC
1/4
16N
12E
26
SW
 
3/1/2010
2010-002970
   
614339
TOK 87
2/17/2010
MCL
MTRSC
1/4
16N
12E
26
SE
 
3/1/2010
2010-002971
   
614340
TOK 88
2/17/2010
MCL
MTRSC
1/4
16N
12E
25
SW
 
3/1/2010
2010-002972
   
614341
TOK 89
2/17/2010
MCL
Trad
 
16N
12E
25
SE
NW
3/1/2010
2010-002973
3/31/2010
2010-005112
614342
TOK 90
2/17/2010
MCL
Trad
 
16N
12E
25
SE
SW
3/1/2010
2010-002974
3/31/2010
2010-005113
614343
TOK 91
2/17/2010
MCL
Trad
 
16N
13E
29
SW
NW
3/1/2010
2010-002975
3/31/2010
2010-005114
614344
TOK 92
2/17/2010
MCL
Trad
 
16N
13E
29
SW
NE
3/1/2010
2010-002976
3/31/2010
2010-005115
614345
TOK 93
2/17/2010
MCL
Trad
 
16N
13E
29
SE
NW
3/1/2010
2010-002977
3/31/2010
2010-005116
614346
TOK 94
2/17/2010
MCL
Trad
 
16N
13E
29
SE
NE
3/1/2010
2010-002978
3/31/2010
2010-005117
614347
TOK 95
2/17/2010
MCL
Trad
 
16N
13E
28
SW
NW
3/1/2010
2010-002979
3/31/2010
2010-005118
614348
TOK 96
2/17/2010
MCL
MTRSC
1/4
16N
12E
33
NW
 
3/1/2010
2010-002980
   
614349
TOK 97
2/17/2010
MCL
MTRSC
1/4
16N
12E
33
NE
 
3/1/2010
2010-002981
   
614350
TOK 98
2/17/2010
MCL
MTRSC
1/4
16N
12E
34
NW
 
3/1/2010
2010-002982
   
614351
TOK 99
2/17/2010
MCL
MTRSC
1/4-1/4
16N
12E
34
NE
NW
3/1/2010
2010-002983
   
614352
TOK 100
2/17/2010
MCL
MTRSC
1/4-1/4
16N
12E
34
NE
NE
3/1/2010
2010-002984
   
614353
TOK 101
2/17/2010
MCL
Trad
 
16N
12E
34
NE
SW
3/1/2010
2010-002985
3/31/2010
2010-005119
614354
TOK 102
2/17/2010
MCL
Trad
 
16N
12E
34
NE
SE
3/1/2010
2010-002986
3/31/2010
2010-005120
614355
TOK 103
2/17/2010
MCL
Trad
 
16N
12E
35
NW
NW
3/1/2010
2010-002987
3/31/2010
2010-005121
614356
TOK 104
2/17/2010
MCL
MTRSC
1/4-1/4
16N
12E
35
NW
NE
3/1/2010
2010-002988
   
614357
TOK 105
2/17/2010
MCL
Trad
 
16N
12E
35
NW
SE
3/1/2010
2010-002989
3/31/2010
2010-005122
614358
TOK 106
2/17/2010
MCL
MTRSC
1/4-1/4
16N
12E
35
NE
NW
3/1/2010
2010-002990
   
614359
TOK 107
2/17/2010
MCL
MTRSC
1/4-1/4
16N
12E
35
NE
NE
3/1/2010
2010-002991
   
614360
TOK 108
2/17/2010
MCL
Trad
 
16N
12E
35
NE
SW
3/1/2010
2010-002992
3/31/2010
2010-005123
614361
TOK 109
2/17/2010
MCL
Trad
 
16N
12E
35
NE
SE
3/1/2010
2010-002993
3/31/2010
2010-005124

Page 3 of 5
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC or
Traditiona l
1/4
or 1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment
Document Number
614362
TOK 110
2/17/2010
MCL
MTRSC
1/4-1/4
16N
12E
36
NW
NW
3/1/2010
2010-002994
   
614363
TOK 111
2/17/2010
MCL
Trad
 
16N
12E
36
NW
NE
3/1/2010
2010-002995
3/31/2010
2010-005125
614364
TOK 112
2/17/2010
MCL
Trad
 
16N
12E
36
NW
SW
3/1/2010
2010-002996
3/31/2010
2010-005126
614365
TOK 113
2/17/2010
MCL
Trad
 
16N
12E
36
NE
NW
3/1/2010
2010-002997
3/31/2010
2010-005127
614366
TOK 114
2/17/2010
MCL
MTRSC
1/4
16N
12E
32
SW
 
3/1/2010
2010-002998
   
614367
TOK 115
2/17/2010
MCL
MTRSC
1/4
16N
12E
32
SE
 
3/1/2010
2010-002999
   
614368
TOK 116
2/17/2010
MCL
MTRSC
1/4
16N
12E
33
SW
 
3/1/2010
2010-003000
   
614369
TOK 117
2/17/2010
MCL
MTRSC
1/4
16N
12E
33
SE
 
3/1/2010
2010-003001
   
614370
TOK 118
2/17/2010
MCL
MTRSC
1/4-1/4
16N
12E
34
SW
NW
3/1/2010
2010-003002
   
614371
TOK 119
2/17/2010
MCL
Trad
 
16N
12E
34
SW
NE
3/1/2010
2010-003003
3/31/2010
2010-005128
614372
TOK 120
2/17/2010
MCL
Trad
 
16N
12E
34
SW
SW
3/1/2010
2010-003004
3/31/2010
2010-005129
614373
TOK 121
2/17/2010
MCL
Trad
 
16N
12E
34
SW
SE
3/1/2010
2010-003005
3/31/2010
2010-005130
614374
TOK 122
2/17/2010
MCL
Trad
 
16N
12E
34
SE
NW
3/1/2010
2010-003006
3/31/2010
2010-005131
715557
Eagle 141
8/22/2012
MCL
MTRSC
1/4
16N
12E
1
NE
 
9/27/2012
2012-019227
2/8/2013; 7/8/2020
2013-002169; 2020-009876-0
715567
Eagle 151
8/22/2012
MCL
MTRSC
1/4
16N
12E
1
SE
 
9/27/2012
2012-019237
   
715568
Eagle 152
8/22/2012
MCL
MTRSC
1/4
16N
13E
6
SW
 
9/27/2012
2012-019238
   
715569
Eagle 153
8/22/2012
MCL
MTRSC
1/4
16N
13E
6
SE
 
9/27/2012
2012-019239
   
715577
Eagle 161
8/22/2012
MCL
MTRSC
1/4
16N
12E
12
NE
 
9/27/2012
2012-019247
   
715578
Eagle 162
8/22/2012
MCL
MTRSC
1/4
16N
13E
7
NW
 
9/27/2012
2012-019248
   
715579
Eagle 163
8/22/2012
MCL
MTRSC
1/4
16N
13E
7
NE
 
9/27/2012
2012-019249
   
715580
Eagle 164
8/22/2012
MCL
MTRSC
1/4
16N
13E
8
NW
 
9/27/2012
2012-019250
   
715588
Eagle 172
8/22/2012
MCL
MTRSC
1/4
16N
12E
12
SE
 
9/27/2012
2012-019258
   
715589
Eagle 173
8/22/2012
MCL
MTRSC
1/4
16N
13E
7
SW
 
9/27/2012
2012-019259
   
715590
Eagle 174
8/22/2012
MCL
MTRSC
1/4
16N
13E
7
SE
 
9/27/2012
2012-019260
   
715591
Eagle 175
8/22/2012
MCL
MTRSC
1/4
16N
13E
8
SW
 
9/27/2012
2012-019261
   
715614
Eagle 198
8/22/2012
MCL
MTRSC
1/4-1/4
16N
13E
6
NW
NW
9/27/2012
2012-019284
2/8/2013; 7/8/2020
2013-002182; 2020-009877-0
715615
Eagle 199
8/22/2012
MCL
Trad
 
16N
13E
6
NW
NE
9/27/2012
2012-019285
   
715616
Eagle 200
8/22/2012
MCL
Trad
 
16N
13E
6
NE
NW
9/27/2012
2012-019286
   
715618
Eagle 202
8/22/2012
MCL
MTRSC
1/4-1/4
16N
13E
6
NW
SW
9/27/2012
2012-019288
   
715619
Eagle 203
8/22/2012
MCL
MTRSC
1/4-1/4
16N
13E
6
NW
SE
9/27/2012
2012-019289
   
715620
Eagle 204
8/22/2012
MCL
MTRSC
1/4-1/4
16N
13E
6
NE
SW
9/27/2012
2012-019290
   
715621
Eagle 205
8/22/2012
MCL
Trad
 
16N
13E
6
NE
SE
9/27/2012
2012-019291
   
715622
Eagle 206
8/22/2012
MCL
Trad
 
16N
13E
5
NW
SW
9/27/2012
2012-019292
   
715623
Eagle 207
8/22/2012
MCL
Trad
 
16N
13E
5
SW
NW
9/27/2012
2012-019293
   
715624
Eagle 208
8/22/2012
MCL
Trad
 
16N
13E
5
SW
NE
9/27/2012
2012-019294
   
715626
Eagle 210
8/22/2012
MCL
MTRSC
1/4-1/4
16N
13E
5
SW
SW
9/27/2012
2012-019296
   
715627
Eagle 211
8/22/2012
MCL
MTRSC
1/4-1/4
16N
13E
5
SW
SE
9/27/2012
2012-019297
   

Page 4 of 5
 
ADL
Number
 
 
Claim Name
 
Location Date
MCL,
LL, or
SS MCL
MTRSC or
Traditiona l
1/4
or 1/4-1/4
 
 
T
 
 
R
 
 
S
 
 
Q
 
 
Q-Q
 
Date Recorded
 
Document Number
 
Amendment Recorded
Amendment
Document Number
715628
Eagle 212
8/22/2012
MCL
Trad
 
16N
13E
5
SE
SW
9/27/2012
2012-019298
   
715629
Eagle 213
8/22/2012
MCL
Trad
 
16N
13E
5
SE
SE
9/27/2012
2012-019299
   
715630
Eagle 214
8/22/2012
MCL
MTRSC
1/4-1/4
16N
13E
8
NE
NW
9/27/2012
2012-019300
   
715631
Eagle 215
8/22/2012
MCL
MTRSC
1/4-1/4
16N
13E
8
NE
NE
9/27/2012
2012-019301
   
715632
Eagle 216
8/22/2012
MCL
MTRSC
1/4-1/4
16N
13E
8
NE
SW
9/27/2012
2012-019302
   
715633
Eagle 217
8/22/2012
MCL
MTRSC
1/4-1/4
16N
13E
8
NE
SE
9/27/2012
2012-019303
   
715636
TOK 125
8/28/2012
MCL
Trad
 
16N
13E
21
NE
NW &
9/27/2012
2012-019306
   
715637
TOK 126
8/28/2012
MCL
Trad
 
16N
13E
28
SW
NE
9/27/2012
2012-019307
   
715638
TOK 127
8/28/2012
MCL
Trad
 
16N
13E
30
SE
NE
9/27/2012
2012-019308
   
715639
TOK 128
8/28/2012
MCL
Trad
 
16N
13E
30
SE
NW
9/27/2012
2012-019309
   
715640
TOK 129
8/28/2012
MCL
Trad
 
16N
13E
30
SW
NE
9/27/2012
2012-019310
   
715641
TOK 130
8/28/2012
MCL
Trad
 
16N
12E
25
SE
NE
9/27/2012
2012-019311
   
715642
TOK 131
8/28/2012
MCL
Trad
 
16N
12E
36
NW
SE
9/27/2012
2012-019312
   

Page 5 of 5
EXHIBIT B
TO
OPTION TO PURCHASE STATE MINING CLAIMS


FORM MINING DEED
 
 

RECORD THIS INSTRUMENT IN THE FAIRBANKS RECORDING DISTRICT

INDEX THIS INSTRUMENT AS FOLLOWS:


Grantor:
Contango Minerals Alaska, LLC

Grantee:
Peak Gold, LLC

Lands:
See Exhibit 1 attached hereto

AFTER RECORDING, RETURN
 
THIS INSTRUMENT TO:
Peak Gold, LLC c/o Kinross Gold U.S.A., Inc.

Attention: Land Department

5075 S. Syracuse St., Suite 800

Denver, CO  80237

******************************************************************************
 
MINING QUITCLAIM DEED

THIS MINING QUITCLAIM DEED (this “Deed”) is made effective the __ day of ______, 202_, between CONTANGO MINERALS ALASKA, LLC, an Alaska limited liability company (“Grantor”), the address of which is ______________________________________________ and Peak Gold, LLC, a Delaware limited liability company (“Grantee”), the address of which is ________________________________.

WITNESSETH

THAT GRANTOR, for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby convey and quitclaim unto Grantee, and its successors and assigns, all of Grantor’s right, title and interest (if any) in and to those certain State Mining Claims located in the Fairbanks Recording District described in the attached Exhibit 1 and Grantor’s right, title and interest (if any) in and to all and singular the tenements, hereditaments, appurtenances, fixtures, buildings and other improvements thereon or thereunto belonging to or in anywise appertaining, the reversion and reversions, remainder and remainders, rents, issues, and profits thereof and including all of the lodes, ledges, veins and mineral-bearing rock, both known and unknown, lying within the boundaries of such mining claims, and all dips, spurs and angles, and all the ores, mineral bearing-quartz, rock and earth or other mineral deposits therein or thereon, together with all after acquired title of the Grantor therein (collectively, the “Property”).

B-1
To have and hold, all and singular, the above-mentioned and described Property unto Grantee, and its successors and assigns, forever.

This Deed incorporates by reference the representations and warranties, and associated limitations and disclaimers, made in that certain Option to Purchase State Mining Claims (the “Agreement”) dated __________, 2020, by and between Grantor and Grantee, with respect to the Property.

This Deed shall extend to and be binding upon and every benefit hereof shall inure to the parties hereto, their respective successors and assigns.  This Deed is intended to and does convey and quitclaim any after acquired title or interest in and to the Property that Grantor may hereafter acquire.

This Deed, being further documentation of the transactions contemplated by the Agreement, is subject in all respects to the terms and conditions of the Agreement.  In the event of a conflict between any provision of this Deed and any provision of the Agreement, the provisions of the Agreement shall control.

IN WITNESS WHEREOF, the Grantor has hereunder set their hand.

 
CONTANGO MINERALS ALASKA, LLC
 
 
__________________________________
 
Name:_____________________________
 
Title: _____________________________
 
Date:  ____________________________
 

STATE OF _____________
   
 
ss.
 
COUNTY OF ___________
   

The foregoing instrument was acknowledged before me this ____ day of __________, 202_, by (name) ____________________________, as (title) ______________________ of CONTANGO MINERALS ALASKA, LLC, an Alaska limited liability company, on behalf of said ________________________.


                                                                                                                                                                        
Notary name:
Notary Public in and for the State of:
My appointment expires:__________


B-2
EXHIBIT 1
TO
MINING QUITCLAIM DEED

Mining Claims


Copper River Meridian, Fairbanks Recording District, ALL

[Insert List of Claims that Optionee Elects to Acquire]


B-3
EXHIBIT C
TO
OPTION TO PURCHASE STATE MINING CLAIMS

 
MEMORANDUM OF AGREEMENT
 

RECORD THIS INSTRUMENT IN THE FAIRBANKS RECORDING DISTRICT

INDEX THIS INSTRUMENT AS FOLLOWS:


Grantor:
Contango Minerals Alaska, LLC

Grantee:
Peak Gold, LLC

Lands:
See Exhibit 1 attached hereto

AFTER RECORDING, RETURN
THIS INSTRUMENT TO:
Peak Gold, LLC c/o Kinross Gold U.S.A., Inc.
Attention: Land Department
5075 S. Syracuse St., Suite 800
Denver, CO  80237

 
******************************************************************************
 
MEMORANDUM OF OPTION AGREEMENT
 
This MEMORANDUM OF OPTION AGREEMENT (this “Memorandum Agreement”), is entered into as of __________, 2020 (“Effective Date”), by and between Contango Minerals Alaska, LLC, an Alaska limited liability company (“Contango”), the address of which is _________________________________, and Peak Gold, LLC, a Delaware limited liability company (“Peak Gold”), the address of which is ________________________________________.
 

WITNESSETH:
 
WHEREAS, Contango and Peak Gold have entered into that certain Option to Purchase State Mining Claims (the “Agreement”) of even date herewith with respect to the properties described in Exhibit 1 to this Memorandum Agreement (the “Property”); and
 
WHEREAS, the parties are executing this Memorandum Agreement to impart constructive notice of the Agreement and the grants made by and pursuant thereto,
 
NOW, THEREFORE, in consideration of the parties’ execution of the Agreement and other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereby state as follows:
 
1.            Incorporation of Agreement; Definitions.
 
This Memorandum Agreement is made and entered into by the parties pursuant to and in accordance with the Agreement. The provisions of the Agreement are hereby incorporated into this Memorandum Agreement and made a part hereof to the same extent as if said provisions were fully set forth herein. Copies of the Agreement are in the possession of the parties at the addresses shown above. If there is any conflict between this Memorandum Agreement and the Agreement, the Agreement shall govern.
 
For purposes of this Memorandum Agreement, capitalized terms used herein but not otherwise defined herein mean the same herein as in the Agreement.
 
2.            Grant of Option.
 
Pursuant to the Agreement, Contango has granted to Peak Gold the option to acquire the Property and any amended or relocated claims or other interests that Contango acquires within the boundaries of the Property pursuant to the terms and conditions of the Agreement (“Option”).
 
3.            Term.
 
The term of the Option shall commence on the date that is six months after the Effective Date and shall continue for the period of one (1) year (the “Option Period”), unless the Agreement is sooner terminated pursuant to the terms of the Agreement. Upon expiration of the Option Period, the Agreement and this Memorandum Agreement shall automatically terminate with no further action on the part of any person, and be of no further force and effect, unless Peak Gold has delivered an Option Notice in accordance with the provisions of the Agreement during the Option Period, and the associated Closing has not occurred prior to the expiration of the Option Period, in which case the Agreement and this Memorandum Agreement  shall remain in full force and effect until the completion of the associated Closing, provided that this Memorandum Agreement shall in any event automatically terminate on the date that is thirty-six months after the Effective Date.
 
Executed by Contango and Peak Gold, to be effective as of the Effective Date.
 
CONTANGO MINERALS ALASKA, LLC

By: _______________________________
Name:   ____________________________
Title:        ____________________________

STATE OF
)
) ss.
COUNTY OF
)

The foregoing instrument was acknowledged before me this ____ day of __________, 2020, by (name) ____________________________, as (title) ______________________ of CONTANGO MINERALS ALASKA, LLC, an Alaska limited liability company on behalf of said ________________________.


                                                                                    
Notary Public in and for Alaska
Residing at                                                                                                  
My Commission expires                                                                                                  



PEAK GOLD, LLC

By: _______________________________
Name:  ____________________________
Title:     ____________________________


STATE OF
)
) ss.
COUNTY OF
)

The foregoing instrument was acknowledged before me this ____ day of __________, 2020, by (name)___________________________________, (title)_______________________ of PEAK GOLD, LLC, a Delaware limited liability company, on behalf of said limited liability company.


                                                                                    
Notary Public in and for                                                                                                  
Residing at                                                                                                  
My Commission expires                                                                                                  

EXHIBIT 1
TO
MEMORANDUM OF OPTION TO PURCHASE STATE MINING CLAIMS


The Property

Copper River Meridian, Fairbanks Recording District

ADL
Number
Claim Name
Location
Date
MTRSC
or
Traditional
1/4
or
1/4-1/4
T
R
S
Q
Q-Q
614253
TOK 1
2/17/2010
Trad
 
16N
13E
9
NW
NW
614254
TOK 2
2/17/2010
MTRSC
1/4-1/4
16N
13E
9
NW
SW
614255
TOK 3
2/17/2010
Trad
 
16N
13E
9
NW
SE
614256
TOK 4
2/17/2010
Trad
 
16N
13E
9
NE
SW
614257
TOK 5
2/17/2010
MTRSC
1/4
16N
13E
8
SE
 
614258
TOK 6
2/17/2010
MTRSC
1/4
16N
13E
9
SW
 
614259
TOK 7
2/17/2010
MTRSC
1/4-1/4
16N
13E
9
SE
NW
614260
TOK 8
2/17/2010
Trad
 
16N
13E
9
SE
NE
614261
TOK 9
2/17/2010
MTRSC
1/4-1/4
16N
13E
9
SE
SW
614262
TOK 10
2/17/2010
MTRSC
1/4-1/4
16N
13E
9
SE
SE
614263
TOK 11
2/17/2010
Trad
 
16N
13E
10
SW
SW
614264
TOK 12
2/17/2010
Trad
 
16N
13E
10
SW
SE
614265
TOK 13
2/17/2010
MTRSC
1/4
16N
12E
13
NE
 
614266
TOK 14
2/17/2010
MTRSC
1/4
16N
13E
18
NW
 
614267
TOK 15
2/17/2010
MTRSC
1/4
16N
13E
18
NE
 
614268
TOK 16
2/17/2010
MTRSC
1/4
16N
13E
17
NW
 
614269
TOK 17
2/17/2010
MTRSC
1/4
16N
13E
17
NE
 
614270
TOK 18
2/17/2010
MTRSC
1/4
16N
13E
16
NW
 
614271
TOK 19
2/17/2010
MTRSC
1/4-1/4
16N
13E
16
NE
NW
614272
TOK 20
2/17/2010
MTRSC
1/4-1/4
16N
13E
16
NE
NE
614273
TOK 21
2/17/2010
Trad
 
16N
13E
15
NW
NW
614274
TOK 22
2/17/2010
Trad
 
16N
13E
16
NE
SW
614275
TOK 23
2/17/2010
Trad
 
16N
13E
16
NE
SE
614276
TOK 24
2/17/2010
Trad
 
16N
13E
15
NW
SW
614277
TOK 25
2/17/2010
MTRSC
1/4
16N
12E
14
SE
 
614278
TOK 26
2/17/2010
MTRSC
1/4
16N
12E
13
SW
 
614279
TOK 27
2/17/2010
MTRSC
1/4
16N
12E
13
SE
 
614280
TOK 28
2/17/2010
MTRSC
1/4
16N
13E
18
SW
 
614281
TOK 29
2/17/2010
MTRSC
1/4
16N
13E
18
SE
 

C-1
ADL
Number
Claim Name
Location
Date
MTRSC
or
Traditional
1/4
or
1/4-1/4
T
R
S
Q
Q-Q
614282
TOK 30
2/17/2010
MTRSC
1/4
16N
13E
17
SW
 
614283
TOK 31
2/17/2010
MTRSC
1/4
16N
13E
17
SE
 
614284
TOK 32
2/17/2010
MTRSC
1/4
16N
13E
16
SW
 
614285
TOK 33
2/17/2010
Trad
 
16N
13E
16
SE
NW
614286
TOK 34
2/17/2010
Trad
 
16N
13E
16
SE
SW
614287
TOK 35
2/17/2010
MTRSC
1/4
16N
12E
23
NW
 
614288
TOK 36
2/17/2010
MTRSC
1/4
16N
12E
23
NE
 
614289
TOK 37
2/17/2010
MTRSC
1/4
16N
12E
24
NW
 
614290
TOK 38
2/17/2010
MTRSC
1/4
16N
12E
24
NE
 
614291
TOK 39
2/17/2010
MTRSC
1/4
16N
13E
19
NW
 
614292
TOK 40
2/17/2010
MTRSC
1/4
16N
13E
19
NE
 
614293
TOK 41
2/17/2010
MTRSC
1/4
16N
13E
20
NW
 
614294
TOK 42
2/17/2010
MTRSC
1/4
16N
13E
20
NE
 
614295
TOK 43
2/17/2010
MTRSC
1/4-1/4
16N
13E
21
NW
NW
614296
TOK 44
2/17/2010
Trad
 
16N
13E
21
NW
NE
614297
TOK 45
2/17/2010
MTRSC
1/4-1/4
16N
13E
21
NW
SW
614298
TOK 46
2/17/2010
Trad
 
16N
13E
21
NW
SE
614299
TOK 47
2/17/2010
MTRSC
1/4
16N
12E
22
SE
 
614300
TOK 48
2/17/2010
MTRSC
1/4
16N
12E
23
SW
 
614301
TOK 49
2/17/2010
MTRSC
1/4
16N
12E
23
SE
 
614302
TOK 50
2/17/2010
MTRSC
1/4
16N
12E
24
SW
 
614303
TOK 51
2/17/2010
MTRSC
1/4
16N
12E
24
SE
 
614304
TOK 52
2/17/2010
MTRSC
1/4
16N
13E
19
SW
 
614305
TOK 53
2/17/2010
MTRSC
1/4
16N
13E
19
SE
 
614306
TOK 54
2/17/2010
MTRSC
1/4
16N
13E
20
SW
 
614307
TOK 55
2/17/2010
MTRSC
1/4
16N
13E
20
SE
 
614308
TOK 56
2/17/2010
MTRSC
1/4-1/4
16N
13E
21
SW
NW
614309
TOK 57
2/17/2010
Trad
 
16N
13E
21
SW
NE
614310
TOK 58
2/17/2010
MTRSC
1/4-1/4
16N
13E
21
SW
SW
614311
TOK 59
2/17/2010
Trad
 
16N
13E
21
SW
SE
614312
TOK 60
2/17/2010
Trad
 
16N
13E
21
SE
SW
614313
TOK 61
2/17/2010
MTRSC
1/4
16N
12E
27
NW
 
614314
TOK 62
2/17/2010
MTRSC
1/4
16N
12E
27
NE
 
614315
TOK 63
2/17/2010
MTRSC
1/4
16N
12E
26
NW
 
614316
TOK 64
2/17/2010
MTRSC
1/4
16N
12E
26
NE
 

C-2
ADL
Number
Claim Name
Location
Date
MTRSC
or
Traditional
1/4
or
1/4-1/4
T
R
S
Q
Q-Q
614317
TOK 65
2/17/2010
MTRSC
1/4
16N
12E
25
NW
 
614318
TOK 66
2/17/2010
MTRSC
1/4-1/4
16N
12E
25
NE
NW
614319
TOK 67
2/17/2010
MTRSC
1/4-1/4
16N
12E
25
NE
NE
614320
TOK 68
2/17/2010
MTRSC
1/4-1/4
16N
12E
25
NE
SW
614321
TOK 69
2/17/2010
Trad
 
16N
12E
25
NE
SE
614322
TOK 70
2/17/2010
MTRSC
1/4-1/4
16N
13E
30
NW
NW
614323
TOK 71
2/17/2010
MTRSC
1/4-1/4
16N
13E
30
NW
NE
614324
TOK 72
2/17/2010
Trad
 
16N
13E
30
NW
SW
614325
TOK 73
2/17/2010
Trad
 
16N
13E
30
NW
SE
614326
TOK 74
2/17/2010
MTRSC
1/4
16N
13E
30
NE
 
614327
TOK 75
2/17/2010
MTRSC
1/4
16N
13E
29
NW
 
614328
TOK 76
2/17/2010
MTRSC
1/4
16N
13E
29
NE
 
614329
TOK 77
2/17/2010
MTRSC
1/4-1/4
16N
13E
28
NW
NW
614330
TOK 78
2/17/2010
MTRSC
1/4-1/4
16N
13E
28
NW
NE
614331
TOK 79
2/17/2010
MTRSC
1/4-1/4
16N
13E
28
NW
SW
614332
TOK 80
2/17/2010
Trad
 
16N
13E
28
NW
SE
614333
TOK 81
2/17/2010
Trad
 
16N
13E
28
NE
NW
614334
TOK 82
2/17/2010
Trad
 
16N
13E
28
NE
SW
614335
TOK 83
2/17/2010
MTRSC
1/4
16N
12E
28
SE
 
614336
TOK 84
2/17/2010
MTRSC
1/4
16N
12E
27
SW
 
614337
TOK 85
2/17/2010
MTRSC
1/4
16N
12E
27
SE
 
614338
TOK 86
2/17/2010
MTRSC
1/4
16N
12E
26
SW
 
614339
TOK 87
2/17/2010
MTRSC
1/4
16N
12E
26
SE
 
614340
TOK 88
2/17/2010
MTRSC
1/4
16N
12E
25
SW
 
614341
TOK 89
2/17/2010
Trad
 
16N
12E
25
SE
NW
614342
TOK 90
2/17/2010
Trad
 
16N
12E
25
SE
SW
614343
TOK 91
2/17/2010
Trad
 
16N
13E
29
SW
NW
614344
TOK 92
2/17/2010
Trad
 
16N
13E
29
SW
NE
614345
TOK 93
2/17/2010
Trad
 
16N
13E
29
SE
NW
614346
TOK 94
2/17/2010
Trad
 
16N
13E
29
SE
NE
614347
TOK 95
2/17/2010
Trad
 
16N
13E
28
SW
NW
614348
TOK 96
2/17/2010
MTRSC
1/4
16N
12E
33
NW
 
614349
TOK 97
2/17/2010
MTRSC
1/4
16N
12E
33
NE
 
614350
TOK 98
2/17/2010
MTRSC
1/4
16N
12E
34
NW
 
614351
TOK 99
2/17/2010
MTRSC
1/4-1/4
16N
12E
34
NE
NW

C-3
ADL
Number
Claim Name
Location
Date
MTRSC
or
Traditional
1/4
or
1/4-1/4
T
R
S
Q
Q-Q
614352
TOK 100
2/17/2010
MTRSC
1/4-1/4
16N
12E
34
NE
NE
614353
TOK 101
2/17/2010
Trad
 
16N
12E
34
NE
SW
614354
TOK 102
2/17/2010
Trad
 
16N
12E
34
NE
SE
614355
TOK 103
2/17/2010
Trad
 
16N
12E
35
NW
NW
614356
TOK 104
2/17/2010
MTRSC
1/4-1/4
16N
12E
35
NW
NE
614357
TOK 105
2/17/2010
Trad
 
16N
12E
35
NW
SE
614358
TOK 106
2/17/2010
MTRSC
1/4-1/4
16N
12E
35
NE
NW
614359
TOK 107
2/17/2010
MTRSC
1/4-1/4
16N
12E
35
NE
NE
614360
TOK 108
2/17/2010
Trad
 
16N
12E
35
NE
SW
614361
TOK 109
2/17/2010
Trad
 
16N
12E
35
NE
SE
614362
TOK 110
2/17/2010
MTRSC
1/4-1/4
16N
12E
36
NW
NW
614363
TOK 111
2/17/2010
Trad
 
16N
12E
36
NW
NE
614364
TOK 112
2/17/2010
Trad
 
16N
12E
36
NW
SW
614365
TOK 113
2/17/2010
Trad
 
16N
12E
36
NE
NW
614366
TOK 114
2/17/2010
MTRSC
1/4
16N
12E
32
SW
 
614367
TOK 115
2/17/2010
MTRSC
1/4
16N
12E
32
SE
 
614368
TOK 116
2/17/2010
MTRSC
1/4
16N
12E
33
SW
 
614369
TOK 117
2/17/2010
MTRSC
1/4
16N
12E
33
SE
 
614370
TOK 118
2/17/2010
MTRSC
1/4-1/4
16N
12E
34
SW
NW
614371
TOK 119
2/17/2010
Trad
 
16N
12E
34
SW
NE
614372
TOK 120
2/17/2010
Trad
 
16N
12E
34
SW
SW
614373
TOK 121
2/17/2010
Trad
 
16N
12E
34
SW
SE
614374
TOK 122
2/17/2010
Trad
 
16N
12E
34
SE
NW
715557
Eagle 141
8/22/2012
MTRSC
1/4
16N
12E
1
NE
 
715567
Eagle 151
8/22/2012
MTRSC
1/4
16N
12E
1
SE
 
715568
Eagle 152
8/22/2012
MTRSC
1/4
16N
13E
6
SW
 
715569
Eagle 153
8/22/2012
MTRSC
1/4
16N
13E
6
SE
 
715577
Eagle 161
8/22/2012
MTRSC
1/4
16N
12E
12
NE
 
715578
Eagle 162
8/22/2012
MTRSC
1/4
16N
13E
7
NW
 
715579
Eagle 163
8/22/2012
MTRSC
1/4
16N
13E
7
NE
 
715580
Eagle 164
8/22/2012
MTRSC
1/4
16N
13E
8
NW
 
715588
Eagle 172
8/22/2012
MTRSC
1/4
16N
12E
12
SE
 
715589
Eagle 173
8/22/2012
MTRSC
1/4
16N
13E
7
SW
 
715590
Eagle 174
8/22/2012
MTRSC
1/4
16N
13E
7
SE
 
715591
Eagle 175
8/22/2012
MTRSC
1/4
16N
13E
8
SW
 

C-4
ADL
Number
Claim Name
Location
Date
MTRSC
or
Traditional
1/4
or
1/4-1/4
T
R
S
Q
Q-Q
715614
Eagle 198
8/22/2012
MTRSC
1/4-1/4
16N
13E
6
NW
NW
715615
Eagle 199
8/22/2012
Trad
 
16N
13E
6
NW
NE
715616
Eagle 200
8/22/2012
Trad
 
16N
13E
6
NE
NW
715618
Eagle 202
8/22/2012
MTRSC
1/4-1/4
16N
13E
6
NW
SW
715619
Eagle 203
8/22/2012
MTRSC
1/4-1/4
16N
13E
6
NW
SE
715620
Eagle 204
8/22/2012
MTRSC
1/4-1/4
16N
13E
6
NE
SW
715621
Eagle 205
8/22/2012
Trad
 
16N
13E
6
NE
SE
715622
Eagle 206
8/22/2012
Trad
 
16N
13E
5
NW
SW
715623
Eagle 207
8/22/2012
Trad
 
16N
13E
5
SW
NW
715624
Eagle 208
8/22/2012
Trad
 
16N
13E
5
SW
NE
715626
Eagle 210
8/22/2012
MTRSC
1/4-1/4
16N
13E
5
SW
SW
715627
Eagle 211
8/22/2012
MTRSC
1/4-1/4
16N
13E
5
SW
SE
715628
Eagle 212
8/22/2012
Trad
 
16N
13E
5
SE
SW
715629
Eagle 213
8/22/2012
Trad
 
16N
13E
5
SE
SE
715630
Eagle 214
8/22/2012
MTRSC
1/4-1/4
16N
13E
8
NE
NW
715631
Eagle 215
8/22/2012
MTRSC
1/4-1/4
16N
13E
8
NE
NE
715632
Eagle 216
8/22/2012
MTRSC
1/4-1/4
16N
13E
8
NE
SW
715633
Eagle 217
8/22/2012
MTRSC
1/4-1/4
16N
13E
8
NE
SE
715636
TOK 125
8/28/2012
Trad
 
16N
13E
21
NE
NW & SE
715637
TOK 126
8/28/2012
Trad
 
16N
13E
28
SW
NE
715638
TOK 127
8/28/2012
Trad
 
16N
13E
30
SE
NE
715639
TOK 128
8/28/2012
Trad
 
16N
13E
30
SE
NW
715640
TOK 129
8/28/2012
Trad
 
16N
13E
30
SW
NE
715641
TOK 130
8/28/2012
Trad
 
16N
12E
25
SE
NE
715642
TOK 131
8/28/2012
Trad
 
16N
12E
36
NW
SE





C-5
Exhibit 10.3


AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT


OF PEAK GOLD, LLC
 

 

 
Dated effective as of October 1, 2020
 

TABLE OF CONTENTS
 
    Page No.
     
ARTICLE I DEFINITIONS AND INTERPRETATION
1
   
1.1
Definitions
1
1.2
Interpretation
1
1.3
Coordination With Exhibits
2
     
ARTICLE II THE LIMITED LIABILITY COMPANY
2
   
2.1
General
2
2.2
Name
2
2.3
Purposes
2
2.4
Limitation
3
2.5
The Members
3
2.6
Issuance of Additional Interests
3
2.7
Term
3
2.8
Registered Agent; Offices
3
     
ARTICLE III INTERESTS; CAPITAL CONTRIBUTIONS
4
   
3.1
Interests
4
3.2
Current Capital Contributions and Capital Account Balances
4
3.3
Joint Funding
4
3.4
Cash Calls
4
3.5
Remedies for Failure to Meet Cash Calls
5
3.6
Security Interest
7
3.7
Return of Contributions
7
     
ARTICLE IV MEMBERS
7
   
4.1
Limited Liability
7
4.2
Company Indemnification of Members
7
4.3
Member Indemnification
8
4.4
Member Reimbursement Obligations
9
4.5
Coordination
9
4.6
Exclusive Rights of Members
10
4.7
Meetings; Written Consent
10
4.8
No Member Fees
10
4.9
No State‑Law Partnership
10
4.10
No Implied Covenants; No Fiduciary Duties
10
4.11
Other Business Opportunities
10
4.12
Capacity of Members
11
4.13
Silver Royalty
11
     
ARTICLE V COMPANY MANAGEMENT
12
   
5.1
Management Authority
12
5.2
Management Committee
12
5.3
Manager; Powers and Duties
15

Table of Contents: Page 1

5.4
Standards of Care
18
5.5
Exculpation
18
5.6
Indemnification of Manager and Representatives
19
5.7
Resignation; Removal; Replacement
20
5.8
Payments to Manager
20
5.9
Affiliate Transactions
21
5.10
Changes to Mining Law
21
     
ARTICLE VI PROGRAMS AND BUDGETS; ACCOUNTING AND REPORTING
21
   
6.1
Initial Program and Budget
21
6.2
Operations Under Programs and Budgets
21
6.3
Presentation of Proposed Programs and Budgets
21
6.4
Approval of Proposed Programs and Budgets
22
6.5
Amendments
22
6.6
Election to Participate
23
6.7
Budget Overruns; Program Changes
24
6.8
Emergency or Unexpected Expenditures
24
6.9
Reports
24
6.10
Inspection Rights; Member Securities Law Compliance
24
6.11
Financial Statements
26
     
ARTICLE VII DISTRIBUTIONS; DISPOSITION OF PRODUCTION
27
   
7.1
Distributions
27
7.2
Liquidating Distributions
28
7.3
Disposition of Products
28
7.4
Toll Milling Agreement - CORE Alaska Rights and Manager Obligations
29
     
ARTICLE VIII TRANSFERS AND ENCUMBRANCES  OF INTERESTS
31
   
8.1
Restrictions on Transfer
31
8.2
Permitted Transfers and Permitted Interest Encumbrances
31
8.3
Additional Limitations on Transfers and Encumbrances
32
8.4
Right of First Offer
33
8.5
Substitution of a Member
34
8.6
Conditions to Substitution
35
8.7
Admission as a Member
35
8.8
Economic Interest Holders
35
     
ARTICLE IX RESIGNATION, DISSOLUTION AND LIQUIDATION
36
   
9.1
Resignation
36
9.2
Non-Compete Covenant
37
9.3
Dissolution
37
9.4
Liquidation
38
9.5
Termination
39
     
ARTICLE X AREA OF INTEREST; ABANDONMENT
39
   
10.1
Acquisitions Within Area of Interest
39
10.2
Surrender or Abandonment of Property
40

Table of Contents: Page 2

ARTICLE XI MISCELLANEOUS
40
   
11.1
Confidentiality
40
11.2
Public Announcements
41
11.3
Notices
42
11.4
Headings
42
11.5
Waiver
42
11.6
Amendment
42
11.7
Severability
42
11.8
Force Majeure
43
11.9
Rules of Construction
43
11.10
Governing Law
43
11.11
Waiver of Jury Trial; Consent to Jurisdiction
43
11.12
Further Assurances
43
11.13
Survival
43
11.14
No Third Party Beneficiaries
44
11.15
Entire Agreement
44
11.16
Parties in Interest
45
11.17
Counterparts; Delivery by Electronic Transmission
45
11.18
Rule Against Perpetuities
45

APPENDIX AND EXHIBITS

Appendix A                                Defined Terms

Exhibit A                                        Property Description and Area of Interest
Exhibit B                                        Accounting Procedure
Exhibit C                                        Tax Matters
Exhibit D                                        Insurance
Exhibit E                                        Initial Program and Budget
Exhibit F                                        Form of Toll Milling Agreement
Table of Contents: Page 3
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
PEAK GOLD, LLC
 
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) is effective as of October 1, 2020 (the “Effective Date”), among Skip Sub, Inc., a Delaware corporation, which is successor to Royal Alaska, LLC, (“Skip Sub”), and CORE Alaska, LLC, a Delaware limited liability company (“CORE Alaska”), as the Members, and Peak Gold, LLC, a Delaware limited liability company (the “Company”), as the Company.
 
Recitals
 
A.            Skip Sub and CORE Alaska are the Members of the Company. The Company owns a leasehold interest in the Properties described in Exhibit A.
 
B.            The Operations of the Company were governed by that Limited Liability Company Agreement between Royal Alaska, LLC (predecessor-in-interest to Skip Sub) and CORE Alaska dated effective January 8, 2015, as amended (collectively, the “Original LLC Agreement”).
 
C.            Pursuant to the Purchase Agreement dated September 29, 2020 by and between Royal Gold and Skip Sub (the “Royal Gold Purchase Agreement”) and the Purchase Agreement dated September 29, 2020 by and among CORE, CORE Alaska and Skip Sub (the “CORE Purchase Agreement”), Skip Sub acquired, directly or indirectly, a 70% Interest in the Company, which such 70% Interest is now held directly by Skip Sub.  CORE Alaska owns the remaining 30% Interest in the Company.
 
D.            The Members now desire to enter into this Agreement, which will supersede and replace the Original LLC Agreement in its entirety, to govern the Company, the relationship between the Members and the conduct of the Operations contemplated by this Agreement.
 
In consideration of the covenants and agreements in this Agreement, the parties to or bound by this Agreement agree as follows:
 
 
ARTICLE I
DEFINITIONS AND INTERPRETATION
 
Definitions.  In addition to the capitalized terms defined in other provisions of this Agreement, as used in this Agreement, capitalized terms have the meanings given in Appendix A.
 
Interpretation.  In interpreting this Agreement, except as otherwise indicated in this Agreement or as the context may otherwise require, (a) the words “include,” “includes,” and “including” are deemed to be followed by “without limitation” whether or not they are in fact followed by those words or words of similar import, (b) the words “hereof,” “herein,” “hereunder,” and comparable terms refer to the entirety of this Agreement, including the Appendix or Exhibits, and not to any particular Article, Section, or other subdivision of this Agreement or Appendix or Exhibit to this Agreement, (c) any pronoun shall include the corresponding masculine, feminine, and neuter forms, (d) the singular includes the plural and vice versa, (e) references to any agreement (including this Agreement) or other document are to the agreement or document as amended, modified, supplemented, and restated now or from time to time in the future, (f) references to any Law are to it as amended, modified, supplemented, and restated now or from time to time in the future, and to any corresponding provisions of successor Laws, (g) except as otherwise expressly provided in this Agreement, references to an “Article,” “Section,” “preamble,” “recital,” or another subdivision, or to the “Appendix” or an “Exhibit,” are to an Article, Section, preamble, recital or subdivision of this Agreement, or to the “Appendix” or an “Exhibit” to this Agreement, (h) references to any Person include the Person’s respective successors and permitted assigns, (i) references to “dollars” or “$” shall mean the lawful currency of the United States of America, (j) references to a “day” or number of “days” (without the explicit qualification of “Business”) refer to a calendar day or number of calendar days, (k) if interest is to be computed under this Agreement, it shall be computed on the basis of a 360-day year of twelve 30-day months, (l) if any action or notice is to be taken or given on or by a particular calendar day, and the calendar day is not a Business Day, then the action or notice may be taken or given on the next succeeding Business Day, and (m) any financial or accounting terms that are not otherwise defined herein shall have the meanings given under IFRS.
 
Amended and Restated Limited Liability Company Agreement of Peak Gold, LLC: Page 1
Coordination With Exhibits.  Notwithstanding Section 1.2(g), except as otherwise expressly provided in an Exhibit, references in the Exhibit to an “Article,” or “Section” or another subdivision, are to an “Article,” “Section” or subdivision of the Exhibit.  Except as otherwise provided in an Exhibit, capitalized terms used in the Exhibit that are not defined in the Exhibit shall have the meanings given to them in this Agreement.  If any provision of an Exhibit, other than Exhibit C, conflicts with any provision in the body of this Agreement, the provision in the body of this Agreement shall control.  If any provision of Exhibit C conflicts with any provision in the body of this Agreement, the provision in Exhibit C shall control.
 
 
ARTICLE II
THE LIMITED LIABILITY COMPANY
 
General.  The Company was duly organized under the Act by the filing of its certificate of formation in the Office of the Delaware Secretary of State by an authorized person.  The Members agree that their rights relating to the Company, the Assets and Operations shall be subject to and governed by this Agreement.  To the fullest extent permitted by the Act, this Agreement shall control as to any conflict between this Agreement and the Act or as to any matter provided for in this Agreement that also is provided for in the Act.
 
Name.  The name of the Company is Peak Gold, LLC.  The Manager shall accomplish any filings or registration required by jurisdictions in which the Company conducts its Business.
 
Purposes.  The Company was formed for the following purposes:
 
(a)            to conduct Exploration within the Properties and the Area of Interest;
 
(b)            to acquire additional real property and other interests within the Area of Interest;
 
(c)            to evaluate the possible Development and, if warranted, Mining of the Properties and other Assets acquired within the Area of Interest;
 
Amended and Restated Limited Liability Company Agreement of Peak Gold, LLC: Page 2
(d)            to engage in Development and Mining on the Properties and other Assets acquired within the Area of Interest;
 
(e)            to engage in the marketing, sale and distribution of Products, to the extent provided in Section 7.3; and
 
(f)            to perform any other activities necessary, appropriate or incidental to any of the foregoing or to satisfy or comply with Environmental Compliance obligations, Continuing Obligations and Laws.
 
Limitation.  Unless the Members otherwise agree in writing, the Business of the Company shall be limited to the purposes described in Section 2.3, and nothing in this Agreement shall be construed to enlarge those purposes.
 
The Members.  The Manager shall maintain a register containing the name, business address, Interest and Representatives of each Member, updated to reflect the admission of additional or substituted Members, changes of address, changes in Interests and other changes in accordance with this Agreement, and shall provide the updated register to any Member promptly after the written request of the Member.
 
Issuance of Additional Interests.  Additional Interests may be issued for such Capital Contributions and with such rights, privileges and preferences as shall be unanimously approved by the Management Committee.  If the issuance of additional Interests has been properly approved under this Section 2.6, the Persons to whom such additional Interests have been issued shall automatically be admitted to the Company as Members.
 
Term.  The Company has perpetual existence; provided, that the Company shall be dissolved upon the occurrence of an event described in Section 9.3.
 
Registered Agent; Offices.  The registered office and registered agent of the Company are listed in the Company’s certificate of formation.  The Manager may from time to time designate a successor registered office and registered agent and may amend the certificate of formation of the Company to reflect the change without the approval of the Members or the Management Committee.  The location of the principal place of business of the Company shall be the Manager’s principal place of business or other location selected by the Manager.
 
 
ARTICLE III
INTERESTS; CAPITAL CONTRIBUTIONS
 
Interests.
 
(a)            Current Interests.  The current Interest of Skip Sub is 70%.  The current Interest of CORE Alaska is 30%.
 
Amended and Restated Limited Liability Company Agreement of Peak Gold, LLC: Page 3
(b)            Adjustments to Interests.  The Interests of the Members shall be adjusted (i) upon the resignation or deemed resignation of a Member under Sections 3.3 or 9.1 or upon the redemption of a Member’s Interest, to reflect the cancellation of the Member’s Interest, (ii) upon an election by a Non-Contributing Member to contribute less to an adopted Program and Budget than the percentage reflected by the Non-Contributing Member’s Interest, or an election by a Contributing Member to make an Excess Contribution of an Underfunded Amount, in each case as provided in Section 6.6, (iii) upon the default by a Member in making its required Capital Contributions to an adopted Program and Budget, followed by a proper election by the Non-Defaulting Member under Section 3.5(c), (iv) upon the Transfer by a Member of all or less than all of its Interest under Article X, and (v) upon the issuance of additional Interests in the Company under Section 2.6.
 
Current Capital Contributions and Capital Account Balances.
 
(a)            Skip Sub Capital Contributions and Capital Account Balances.  The Members agree that the fair market value of Skip Sub’s Capital Contributions and the balance of its Capital Account as of the Effective Date is as set forth on Schedule 3.2.
 
(b)            CORE Alaska Capital Contributions and Capital Account Balances.  The Members agree that the fair market value of CORE Alaska’s Capital Contributions and the balance of its Capital Account as of the Effective Date is as set forth on Schedule 3.2.
 
Joint Funding.  The Members shall, subject to an election under Section 6.6, be obligated to make additional Capital Contributions to adopted Programs and Budgets in accordance with Section 3.4 pro rata in proportion to their respective Interests (“Joint Funding”).
 
Cash Calls.  With respect to the Initial Program and Budget, the Manager may submit to each Member a billing for estimated cash requirements at any time from and after the Effective Date.  Otherwise, on the basis of the adopted Program and Budget then in effect, the Manager shall submit to each Member at least 10 days before the last day of each calendar quarter a billing for estimated cash requirements for the next calendar quarter.  Within 10 days after receipt of such a billing, each Member shall pay to the Company as an additional Capital Contribution under Section 3.3 its proportionate share of the estimated amount based on its Interest.  Time is of the essence in the payment of such billings.  Subject to receipt of such Capital Contributions or other funds under this Agreement, the Manager (a) shall maintain a minimum cash reserve of the amount the Manager estimates will be required to pay Company costs and expenses that are or will become payable within 90 days after the date of determination, and (b) shall have the right to maintain an additional cash reserve of up to the amount the Manager estimates will be required to pay Company costs and expenses that are or will become payable within an additional calendar quarter (i.e., a total of 180 days) after the date of determination.  All funds in excess of the cash requirements of the Company for the next three months (on a rolling three-month basis) based on a reasonable estimation by the Manager shall be invested for the benefit of the Business Account in one or more interest bearing accounts (to the extent reasonably available) reasonably selected by the Manager.  Cash calls under this Agreement must be made in writing including by way of email communications.
 
 
Amended and Restated Limited Liability Company Agreement of Peak Gold, LLC: Page 4
Remedies for Failure to Meet Cash Calls.
 
(a)            If a Member (the “Delinquent Member”) has not contributed all or any portion of any additional Capital Contribution that such Member is or was required to contribute under Sections 3.3 and 3.4 (the “Default Amount”), then the other Member (the “Non-Defaulting Member”) may elect to exercise its rights under either Section 3.5(b) or Section 3.5(c) by written notice to the Delinquent Member within 10 Business Days after the occurrence of the default.  In the case of an election under Section 3.5(b) or 3.5(c), the Non-Defaulting Member shall pay the entire Default Amount to the Company on behalf of the Delinquent Member within such 10 Business Day period.
 
(b)            If the Non-Defaulting Member makes an election under this Section 3.5(b), the payment by the Non-Defaulting Member of the Default Amount shall be treated as a loan (a “Default Loan”) from the Non-Defaulting Member to the Delinquent Member, and a Capital Contribution of that amount to the Company by the Delinquent Member, with the following results:
 
(i)            the amount of the Default Loan shall bear interest at the Default Rate from the date that the Non-Defaulting Member makes the Default Loan until the date that the Default Loan, together with all accrued and unpaid interest, is repaid by the Delinquent Member to the Non-Defaulting Member or from distributions as provided in Section 3.5(b)(ii) (with all payments or distributions being applied first to accrued and unpaid interest and then to principal);
 
(ii)            all sales of Products by the Company under Section 7.3 and distributions of the proceeds of such sales under Section 7.1(b) that otherwise would be made to the Delinquent Member after the date of the default (whether before or after the dissolution of the Company) instead shall be made to the Non-Defaulting Member until the Default Loan and all accrued and unpaid interest have been paid in full to the Non-Defaulting Member;
 
(iii)            the principal balance of the Default Loan and all accrued and unpaid interest shall be due and payable in whole within 5 Business Days after written demand to the Delinquent Member by the Non-Defaulting Member;
 
(iv)            after any default in the payment of the principal of or interest on the Default Loan, the Non-Defaulting Member may (A) again make an election by notice to the Delinquent Member to convert the unpaid balance of the Default Loan and all accrued and unpaid interest to a Capital Contribution by the Non-Defaulting Member, in which case the provisions of Section 3.5(c) shall apply, with the unpaid balance and all interest accrued thereon treated as the Default Amount for purposes of the calculations under Section 3.5(c), or (B) exercise any other rights and remedies granted to the Non-Defaulting Member or the Company under this Agreement or available at law or in equity as the Non-Defaulting Member may deem appropriate in its sole discretion to obtain payment by the Delinquent Member of the Default Loan, including the rights of a secured party under the Uniform Commercial Code with respect to the security interest granted under Section 3.6, all at the cost and expense of the Delinquent Member; and
 
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(v)            during the period that any such Default Loan is in default, all rights of the Delinquent Member or any Representative designated by the Delinquent Member to vote, veto or consent to any matter under this Agreement shall be suspended, and the Interest of the Delinquent Member and its Representatives shall be deemed not outstanding for purposes of determining whether a quorum exists at any meeting of the Management Committee or whether any specified percentage of votes required to adopt, consent to or approve any matter (including any matter requiring unanimous consent) has been obtained.
 
(c)            If the Non-Defaulting Member makes an election under this Section 3.5(c) or under Section 3.5(b)(iv)(A), the payment by the Non-Defaulting Member of the Default Amount shall be treated as a Capital Contribution by the Non-Defaulting Member to the Company on behalf of the Delinquent Member.  In such case the Interest of the Delinquent Member shall be reduced by an amount (expressed as a percentage) equal to: (i) the Dilution Multiple; multiplied by the Default Amount; divided by (ii) the aggregate Contributed Capital of all Members (determined after taking into account the contribution of the Default Amount).  The Interest of the Non-Defaulting Member shall be increased by the reduction in the Interest of the Delinquent Member.  The foregoing adjustments shall be effective as of the date of the default (or in the case of remedies under Section 3.5(b)(iv)(A), the date of the default in repaying the Default Loan).
 
(d)            If the Non-Defaulting Member makes an election under Section 3.5(b) or 3.5(c), then the applicable provisions of this Section 3.5, as well as Sections 3.1(b) and 7.3(e), and the definition of Contributed Capital, shall be the sole and exclusive remedies available to the Non‑Defaulting Member for the default.  If the Non-Defaulting Member does not make such an election (and if applicable, the required advance) in accordance with Section 3.5(b) or 3.5(c), the Non-Defaulting Member shall have, on its own behalf and on behalf of the Company, all of the rights and remedies available at law or in equity as the Non-Defaulting Member may deem appropriate in its sole discretion to obtain payment of the Default Amount, including the rights of a secured party under the Uniform Commercial Code with respect to the security interest granted under Section 3.6, all at the cost and expense of the Delinquent Member, but excluding the contractual rights and remedies under Sections 3.5(b) and 3.5(c), which shall be deemed waived.  IN THE CASE OF AN ELECTION UNDER SECTION 3.5(b) or 3.5(c), THE MEMBERS AGREE THAT THE LIQUIDATED DAMAGES DESCRIBED IN THIS SECTION 3.5 ARE A FAIR AND ADEQUATE MEASURE OF THE DAMAGES THAT WILL BE SUFFERED BY THE NON-DEFAULTING MEMBER AS A RESULT OF A BREACH BY A MEMBER OF ITS OBLIGATION TO MAKE CAPITAL CONTRIBUTIONS FOR CASH CALLS UNDER SECTIONS 3.3 AND 3.4 AND NOT A PENALTY.
 
Security Interest.  Each Member hereunder grants to the other a security interest in its Interest, and any accessions thereto and any proceeds and products therefrom, to secure the payment obligations of the granting Member hereunder, including such Member’s obligations to make Capital Contributions and to repay Default Loans.  Each Member hereby authorizes the other to file and record all financing statements, continuation statements and other instruments necessary or desirable to perfect or effectuate the provisions of this Section 3.6.  In connection with any foreclosure, transfer in lieu, or other enforcement of rights in the security interest granted in this Section 3.6, notwithstanding any contrary provision in Section 2.6 or in Article VIII, the acquiring Person shall, at the election of the remaining Member, automatically be admitted as a Member in the Company without any further action of the Defaulting Member.  In such case, the Defaulting Member shall take all action that the Non-Defaulting Member may reasonably request to effectuate the admission of the transferee as a Member.
 
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Return of Contributions.  Except as expressly provided in this Agreement, no Member shall be entitled to the return of any part of its Capital Contributions or to be paid interest on either its Capital Account or its Capital Contributions.  No Capital Contribution that has not been returned shall constitute a liability of the Company, the Manager or any Member.  A Member is not required to contribute or to lend cash or property to the Company to enable the Company to return any Member’s Capital Contributions.  The provisions of this Section 3.7 shall not limit a Member’s rights or obligations under Section 7.2.
 
 
ARTICLE IV
MEMBERS
 
Limited Liability.  The liability of each Member shall be limited as provided by the Act.  No Member or the Manager, or any combination, shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation or liability of the Company, whether such debt, obligation or liability arises in contract, tort or otherwise, solely by reason of being a Member or the Manager or any combination.
 
Company Indemnification of Members.  Except as provided in Section 4.5, the Company shall indemnify, defend and hold harmless each Member and its Affiliates, and their respective directors, officers, employees, agents and attorneys from and against any and all Adverse Consequences incurred or suffered by them that arise out of or relate to (a) the Company or Operations, including Environmental Liabilities and Continuing Obligations, (b) any Assets distributed to such Member as an objecting Member under Section 10.2, but only to the extent arising out of or relating to Operations, including Environmental Liabilities and Continuing Obligations, conducted before the date of such distribution, and (c) any reimbursements by the Member under Section 4.4.  In all cases of this Section 4.2, and without limiting Sections 4.3 or 4.4, indemnification shall be provided only out of and to the extent of the net Assets of the Company, and no Member shall have any personal liability whatsoever for indemnification under this Section 4.2.  Notwithstanding the previous provisions of this Section 4.2, the Company’s indemnification obligations under this Section 4.2 as to third party claims shall be only with respect to Adverse Consequences not otherwise compensated by insurance carried for the benefit of the Company or carried by the Company for the benefit of the Members.
 
Member Indemnification.
 
(a)            Indemnification Obligations.  Except as provided in Section 4.5, each Member (the “Indemnifying Member”) shall indemnify, defend and hold harmless each other Member and its Affiliates, and their respective directors, officers, employees, agents and attorneys (collectively, the “Indemnified Member Parties”) and the Company from and against any and all Adverse Consequences that arise out of or result from the Misconduct of the Indemnifying Member (including in its capacity as the Manager).
 
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(b)            Notice.  If any claim or demand is asserted against an Indemnified Member Party or the Company with respect to which the Indemnified Member Party or the Company may be entitled to indemnification under this Agreement, then the Indemnified Member Party shall cause notice of the claim or demand (together with a reasonable description), to be given to the Indemnifying Member promptly after the Indemnified Member Party has knowledge or notice of the claim or demand.  Failure to promptly provide the notice shall not relieve the Indemnifying Member of its indemnification obligations, except to the extent the Indemnifying Member is materially prejudiced by the failure.
 
(c)            Assumption of Defense by Indemnifying Member.  The Indemnifying Member shall have the right, but not the obligation, by written notice to the Indemnified Member Party with a copy to the Company delivered within 30 days after the receipt of a notice under Section 4.3(b), to assume the entire control of the defense, compromise and settlement of the claim or demand that is the subject of the notice, including the use of counsel chosen by the Indemnifying Member, all at the sole cost and expense of the Indemnifying Member.  Notwithstanding the foregoing, the Indemnified Member Party may participate in the defense at the sole cost and expense of the Indemnified Member Party.  The assumption of the defense of the claim or demand by the Indemnifying Member shall constitute a waiver by the Indemnifying Member of its right to contest or dispute its indemnification obligation for the claim or demand.  Any Adverse Consequences to the assets or business of the Indemnified Member Party or the Company caused by the failure of the Indemnifying Member to defend, compromise or settle a claim or demand in a diligent manner after having given notice that it will assume control of the defense, compromise and settlement of the matter shall be included in the Adverse Consequences for which the Indemnifying Member shall be obligated to indemnify the Indemnified Member Parties and the Company.  Any settlement or compromise of any claim or demand by the Indemnifying Member shall be made only with the consent of the Indemnified Member Party, which may not be unreasonably withheld or delayed.  An Indemnified Member Party shall not be considered unreasonable in withholding its consent unless the settlement or compromise includes a full release of all claims and liabilities against the Indemnified Member Parties and the Company arising out of or relating to the claim or demand, provides for the payment of only money damages, and the Indemnifying Member has provided to the Indemnified Member Parties assurance acceptable to the Indemnified Member Parties of the payment of such money damages immediately upon the settlement or compromise.
 
(d)            Defense by Indemnified Member Party or Company.  Before the assumption of the defense of any claim or demand subject to indemnification by an Indemnifying Member, the Indemnified Member Party or the Company may file any motion, answer or other pleading, or take such other action as it deems appropriate, to protect its interests or those of the Company or the Indemnifying Member.  If it is finally determined that the Indemnifying Member is responsible for indemnification of any such claim or demand, or if the Indemnifying Member elects to assume the defense of the claim or demand under Section 4.3(c), then the Indemnifying Member shall promptly reimburse the Indemnified Member Party or the Company for all costs and expenses incurred under the previous sentence.  If the Indemnifying Member does not elect to control the defense, compromise and settlement of a claim or demand under Section 4.3(c), and it is finally determined that the Indemnifying Member is responsible for indemnification of the claim or demand, then the Indemnifying Member shall be bound by the results of the defense, compromise or settlement, and all costs and expenses incurred by the Indemnified Member Parties and the Company in conducting the defense, compromise or settlement shall be included in the Adverse Consequences for which the Indemnifying Member is obligated to indemnify the Indemnified Member Parties and the Company.
 
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Member Reimbursement Obligations.  Each Member shall be liable to each other Member (including in its capacity as the Manager) to reimburse and pay to such other Members its respective share, based on Interests, of any and all Adverse Consequences incurred or suffered by such other Members and their Affiliates that arise out of or relate to (a) the Company or the Operations, including Environmental Liabilities and Continuing Obligations, and (b) any Properties distributed to the other Member as an objecting Member under Section 10.2, but only to the extent in the case of this clause (b) arising out of or relating to Operations, including Environmental Liabilities and Continuing Obligations, conducted before the date of such distribution.  For purposes of this Section 4.4, each Member’s share of such liability shall be equal to its Interest at the time of the actions, omissions or events giving rise to the Adverse Consequences (or as to any actions, omissions or events arising or existing before the Effective Date, such Member’s initial Interest).  Neither the resignation nor deemed resignation of a Member, any Transfer or redemption of all or any portion of a Member’s Interest, any reduction of a Member’s Interest, the distribution to the other Member of Properties under Section 10.2, nor the dissolution, liquidation nor termination of the Company, shall relieve a Member of its share of any such liability accruing before such resignation, deemed resignation, Transfer, redemption, reduction, distribution, dissolution, liquidation or termination.  Notwithstanding the foregoing provisions of this Section 4.4, this Section 4.4 shall apply only in the case that the Member from whom the other Member is requesting reimbursement or any of its Affiliates is finally determined to be personally liable for the Adverse Consequences, and shall not be construed as a waiver or reduction of the limitations under the Act or other applicable Law of the liability of a Member or the Manager for Company debts, obligations and liabilities.
 
Coordination.  Notwithstanding anything to the contrary in this Article IV, (a) the provisions of Sections 4.2, 4.3 and 4.4 shall not apply to Adverse Consequences arising out of or relating to the breach of any representations or warranties under the CORE Membership Interest Purchase Agreement that are covered by the indemnification obligations under the CORE Membership Interest Purchase Agreement, and (b) no Member, or any of its Affiliates, or any of their respective directors, officers, employees, agents or attorneys shall be entitled to indemnification or reimbursement under Sections 4.2, 4.3 and 4.4 for Adverse Consequences, to the extent the Adverse Consequences arise out of or result from the Misconduct of such Member, any of its Affiliates, or any of their respective directors, officers, employees, agents or attorneys.
 
Exclusive Rights of Members.  Notwithstanding anything in this Agreement to the contrary, no Person other than a Member (on its own behalf and on behalf of the Company and its Indemnified Member Parties) shall have the right to enforce any representation, warranty, covenant or agreement of a Member or the Manager under this Agreement, and specifically neither the Company nor any lender or other third party shall have any such rights, it being expressly understood that the representations, warranties, covenants and agreements contained in this Agreement shall be enforceable only by a Member (on its own behalf and on behalf of the Company and its Indemnified Member Parties) against another Member or the Manager.  For the avoidance of doubt, the Company shall be bound by the provisions of this Agreement, but shall have no right to enforce those provisions against a Member or the Manager, such rights being exclusively vested in the Members.  Any Member may bring a direct action on behalf of the Company against any other Member or the Manager without the requirement to bring a derivative action or otherwise satisfy the requirements of sections 18-1001 through 18-1004 of the Act or other similar requirements.
 
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Meetings; Written Consent.  Meetings of the Members shall not be required for any purpose.  Any action required or permitted to be taken by Members may be taken without a meeting if the action is evidenced by a written consent describing the action taken, signed by all of the Members.
 
No Member Fees.  Except as otherwise provided in this Agreement, no Member shall be entitled to compensation for attendance at Member meetings or for time spent in its capacity as a Member.
 
No State‑Law Partnership.  The Members intend that the Company not be a partnership (including a limited partnership) or joint venture, and that no Member, Manager or Representative be a partner or joint venturer of any other Member, Manager or Representative for any purposes other than federal and state income tax purposes, and this Agreement may not be construed to suggest otherwise.
 
No Implied Covenants; No Fiduciary Duties.  There are no implied covenants contained in this Agreement other than the contractual duty of good faith and fair dealing.  The Members, the Manager and the Representatives shall not have any fiduciary or other duties to the Company or the other Members except as specifically provided by this Agreement, and the Members’, the Representatives’, and the Manager’s duties and liabilities otherwise existing at law or in equity are restricted and eliminated by the provisions of this Agreement to those duties and liabilities specifically set forth in this Agreement.
 
Other Business Opportunities.  Except as provided in Sections 9.2 and 10.1, (a) each Member (including in its capacity as a Manager) and its Representatives shall have the right independently to engage in and receive the full benefits from business activities, whether or not competitive with the Operations, without consulting the Company or any other Member, (b) the doctrines of “corporate opportunity” and “business opportunity” shall not be applied to any other activity, venture, or operation of any Member or Representative or the Manager, and (c) no Member or Representative or the Manager shall have any obligation to any other Member or the Company with respect to any opportunity to acquire any property outside the Area of Interest at any time, or within the Area of Interest after the termination of the Company.
 
Capacity of Members.  As of the Effective Date, each of the Members represents and warrants as follows:
 
(a)            it is duly organized and in good standing in its state of formation and is qualified to do business and is in good standing in those states where necessary in order to carry out the purposes of this Agreement;
 
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(b)            it has the capacity to enter into and perform this Agreement and all transactions contemplated herein and that all actions required to authorize it to enter into and perform this Agreement have been properly taken;
 
(c)            it will not breach any other agreement or arrangement by entering into or performing this Agreement; and
 
(d)            this Agreement has been duly executed and delivered by it and is valid and binding upon it in accordance with its terms, enforceable against it in accordance with its terms, except as such enforceability may be affected by applicable bankruptcy, reorganization, insolvency, moratorium, or similar Laws affecting creditors’ rights generally, or by general principles of equity.
 
Silver Royalty.  Pursuant to the CORE Purchase Agreement, and in consideration for the sale of a certain limited liability company interest in the Company, Skip Sub prepaid $1,200,000 to CORE to compensate CORE for its indirect share of future Silver Royalty payments, including any occurring upon exercise of the Silver Royalty Buydown (as defined in the Omnibus Royalty Agreement) related thereto, the Company is obligated to make pursuant to the Omnibus Royalty Agreement that are attributable to CORE Alaska’s Interest in the Company (such aggregate amount being the “Royalty Value”).  If based on the aggregate amount of Silver Royalty payments made the Royalty Value becomes greater than $1,200,000, then, beginning with the first calendar quarter after the Royalty Value becomes greater than $1,200,000, Skip Sub (which for the purposes of this Section 4.13 shall include any assignee of Skip Sub’s Interest) shall pay to CORE Alaska, within 45 days after the last day of each such calendar quarter, an amount equal to the product of (i) the amount of the Silver Royalty paid by the Company pursuant to the Omnibus Royalty Agreement from and after the point at which the Royalty Value became greater than $1,200,000 multiplied by (ii) CORE Alaska’s weighted average Interest (based on number of days) in the Company during such calendar quarter. If the Royalty Value is less than $1,200,000 upon the earlier to occur of: (i) the time, if any, at which CORE Alaska or its successors or assigns have had their Interest reduced below 5% and (ii) the dissolution, liquidation or termination of the Company (the earlier of (i) or (ii) being the “Royalty Termination Date”), then CORE Alaska (which for the purposes of this Section 4.13 shall include any successor or assignee of CORE Alaska’s Interest) shall pay to Skip Sub an amount equal to (y) $1,200,000 minus (z) the Royalty Value as of the Royalty Termination Date.  In the event that Skip Sub or CORE Alaska shall fail to pay any amount payable under this Section 4.13, the intended recipient of such payment shall be entitled to either enforce the payment against the defaulting party in the same manner as a Member or the Company may enforce the failure to make a payment of a capital contribution against a Delinquent Member under Section 3.5, or make a request to the Manager under Section 7.3(f).
 
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ARTICLE V
COMPANY MANAGEMENT
 
Management Authority.  The Management Committee shall have the exclusive power and authority to approve Unanimous Decisions.  The Manager shall have the power and authority to make any other decision or take any other action on behalf of the Company and in accordance with this Agreement that does not expressly require the approval of the Management Committee under this Agreement.  In connection with the implementation, consummation or administration of any matter within the scope of the Manager’s authority, the Manager is authorized, without the approval of the Members or the Management Committee, to execute and deliver on behalf of the Company contracts, instruments, conveyances, checks, drafts and other documents of any kind or character to the extent the Manager deems it necessary or desirable.  The Manager may delegate to officers, employees, agents, contractors or representatives of the Company or the Manager any or all of its powers by written authorization identifying specifically or generally the powers delegated or acts authorized, but no such delegation shall relieve the Manager of its obligations hereunder.
 
Management Committee.
 
(a)            Organization and Composition.  The Members hereby establish a management committee (the “Management Committee”) consisting of three representatives (“Representatives”), of which (i) two Representatives shall be appointed by Skip Sub, and (ii) one Representative shall be appointed by CORE Alaska, which Representative must be a United States tax resident.  A Representative of the Member that holds 50% or more of the Interests of the Members shall serve as the chair of the Management Committee.  Each Member may appoint one or more alternate Representatives to act in the absence of a regular Representative.  Appointments of Representatives may be made or changed at any time by notice to the other Member.  Representatives shall not be considered managers under the Act, but derive all of their right, power and authority from the Members.  No Member or Representative shall have the power to bind the Company or to execute documents and instruments on behalf of the Company, unless such Member or Representative also is a Manager or officer or such power and authority has been delegated by the Manager to such Member or Representative, and then only in that capacity.  As of the Effective Date, Martin D. Litt and Jeremy Brans are the Representatives of Skip Sub on the Management Committee, and Rick Van Nieuwenhuyse is the Representative of CORE Alaska on the Management Committee.
 
(b)            Voting.  Each Member, acting through its Representatives, shall vote on the Management Committee in accordance with its Interest.  The Representatives appointed by Skip Sub shall vote as a group, and the Representatives appointed by CORE Alaska shall vote as a group.  If all Representatives appointed by a Member are not present at a meeting of the Management Committee, the Representatives appointed by such Member that are present shall have the entire Interest of the appointing Member.  Except as set forth in Section 5.2(f), whenever any provision of this Agreement requires or permits the vote, consent or approval of the Members or the Management Committee, such provision shall be deemed to require or permit, as applicable, the vote, consent or approval of Representatives with an Interest of 50% or more.  If each Member has a 50% Interest, any vote of the Members must be unanimous.
 
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(c)            Meetings.  Management Committee meetings shall be held at least twice each calendar year, at such times and at such place as the Management Committee shall determine; provided, however, that Representatives may attend any meeting by any electronic means and in-person meetings shall be held in Fairbanks, Alaska, unless the Members agree to a different location.  In addition to regularly scheduled meetings, the Manager or any Representative may call a special meeting of the Management Committee upon 15 days’ notice.  At each regular meeting, any upcoming material technical, environmental, social, and governance decisions, including without limitation, any material decision regarding Exploration within the Properties and Area of Interest, any decision to undertake a pre-feasibility study or feasibility study, developing overall strategies or plans for any technical, environmental, social, and governance decisions, developing overall strategies or plans for communicating and maintaining relationships between the Company and the Native Village of Tetlin, the Tetlin Village Council, and its members, and developing overall strategies or plans for communicating with the Fairbanks North Star Borough or any other Governmental Authority, or any local community in or around the Area of Interest, shall be on the agenda.  In case of emergency, reasonable notice of a special meeting shall suffice.  There shall be a quorum if at least one Representative appointed by each Member is present.  Each notice of a meeting shall include an agenda or statement of the purpose of the meeting prepared by the Manager in the case of a regular meeting, or by the Manager or Representative calling the meeting in the case of a special meeting, but any matters may be considered at the meeting.
 
(d)            Conduct of Meetings.  Meetings of the Management Committee may be held by means of conference telephone or other communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in a meeting by such communications equipment shall constitute presence in person at the meeting.  The Manager shall prepare minutes of all meetings and shall distribute copies of such minutes to the Representatives within 14 Business Days after the meeting.  The minutes, when approved by one or more Representatives appointed by each Member, shall be the official record of the decisions made by the Management Committee and shall be binding on the Management Committee, the Manager and the Members.  If the Representatives are unable to agree on the minutes within 30 days after receipt of the Manager’s proposed minutes, then the minutes prepared by the Manager together with proposed objections submitted to the Manager before the expiration of such 30-day period shall be the official record of the meeting.  The reasonable costs of the attendance of Representatives, officers and personnel at meetings shall be charged to the Business Account.
 
(e)            Action Without a Meeting.  Any action required or permitted to be taken at a meeting of the Management Committee may be taken without a meeting and without prior notice if the action is evidenced by a written consent describing the action taken, signed by at least one Representative of each Member.
 
(f)            Unanimous Decisions.  Neither the Manager nor any Representative, nor any officer, employee or agent of the Company or the Manager, shall have any authority to bind or take any action on behalf of the Company with respect to any Unanimous Decision unless such Unanimous Decision has been consented to or approved by the unanimous vote of each Member’s Representatives on the Management Committee in accordance with this Section 5.2.  In addition to any other matters requiring the unanimous approval of the Management Committee hereunder, each of the following matters shall constitute a “Unanimous Decision”:
 
(i)            making any amendment to this Agreement;
 
(ii)            appointing a replacement Manager following the resignation or removal of the Manager;
 
(iii)            accepting in-kind Capital Contributions from the Members;
 
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(iv)            other than agreeing to an extension of the time period for the lessor under the Tetlin Lease to exercise its royalty buy-back rights (and accompanying changes to the amount and nature of the consideration the lessor will pay to the Company in connection therewith), assigning any right or obligation of the Company under the Tetlin Lease, or terminating or entering into any amendment, supplement or other modification to the Tetlin Lease which materially increases any of the Company’s financial obligations or liabilities thereunder;
 
(v)            taking any action which would cause the Company not to be recognized as a partnership for federal or state income tax purposes, except when such action is required by Law;
 
(vi)            amending the tax policies, appointments or tax elections set forth on Exhibit C or terminating the tax partnership under Exhibit C;
 
(vii)            other than purchase money security interests or other security interests in Company equipment to finance the acquisition or lease of Company equipment used in Operations, the incurrence by the Company of any indebtedness for borrowed money that requires any of the following as security for the obligations arising under or with respect to such indebtedness: (A) an Encumbrance on all or any material portion of the Company’s Assets, (B) the pledge by any Member of all or any portion of its Interest, or (C) the guaranty by any Member or any Affiliate of any Member of any obligations of the Company; provided, that nothing in this clause (vii) shall be deemed to prohibit or restrict the right of a Member to create any Permitted Interest Encumbrance;
 
(viii)            except as specifically contemplated in this Agreement, the redemption of all or any portion of an Interest;
 
(ix)            the issuance of an Interest or other equity interest in the Company, or the admission of any Person as a new Member of the Company other than in accordance with Section 8.5(c); provided, that this clause (ix) shall not be deemed to prohibit or restrict the adjustment of Interests under Section 3.1;
 
(x)            a decision to grant authorization for the Company to file a petition for relief under any chapter of the United States Bankruptcy Code, Title 11 U.S.C. or to consent to such relief in any involuntary petition filed against the Company by any third party, or to admit in writing any insolvency of the Company or inability to pay its debts as they become due or to consent to any receivership (or similar proceeding) of the Company;
 
(xi)            the commencement of proceedings for the liquidation or dissolution of the Company;
 
(xii)            the merger or amalgamation of the Company into or with any other entity;
 
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(xiii)            except for the sales of Products by the Company to the Members in accordance with this Agreement, the sale, exchange, lease, abandonment, mortgage, pledge or other disposition or transfer of Assets having a fair market value of more than $500,000; except for (1) any transfer of Assets pursuant to, or which consists of, liens granted pursuant to a deed of trust or other security documents executed in connection with a credit agreement, (2) any transfer of Assets in the ordinary course of business, or (3) the sale or other disposition of Assets which are replaced by Assets of an equivalent or greater value or which have become obsolete and are of no further value to the Project;
 
(xiv)            the establishment of a Tax Percentage other than what is determined under the definition of Tax Percentage; and
 
(xv)            other than pursuant to the Option Agreement, the acquisition or disposition of significant mineral rights or claims or other real property (including acquisitions or dispositions of significant patented and unpatented mining claims under Section 5.3(k)) outside of the ordinary course of business.
 
Manager; Powers and Duties.  The Company shall be managed by one manager (the “Manager”).  The initial Manager shall be Skip Sub.  Any increase or decrease in the number of Managers shall be approved by Representatives of the Members holding 100% of the Interests.  Subject to Sections 5.4 and 5.5 and the other provisions of this Agreement, the Manager shall have the following powers and duties in addition to and without limiting those set forth in Section 5.1:
 
(a)            Programs and Budgets.  The Manager shall manage, direct and control Operations in accordance with adopted Programs and Budgets, and shall prepare and present to the Management Committee proposed Programs and Budgets under Section 6.3 and proposed Amendments under Section 6.5.
 
(b)            Implementation.  The Manager shall implement all decisions of the Management Committee, shall make from Company funds all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if the Company lacks sufficient funds for the Manager to carry out its responsibilities under this Agreement.
 
(c)            Procurement.  The Manager shall (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances and not just the price or cost, and (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions.
 
(d)            Title; Encumbrances.  The Manager shall conduct such title examinations and cure such title defects as may be advisable in the Manager’s reasonable judgment, and use commercially reasonable efforts to keep the Assets free and clear of Encumbrances, except for Permitted Encumbrances.
 
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(e)            Taxes.  The Manager shall (i) make or arrange for all payments required by any Underlying Agreements, and (ii) pay all Taxes on Operations and Assets, except Taxes determined or measured by a Member’s revenue or net income; provided, that if authorized by the Management Committee, the Manager shall have the right to contest the validity or amount of any Taxes the Manager deems to be unlawful, unjust, unequal or excessive, and to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization of such Taxes before such Taxes are required to be paid, but the Manager shall not permit or allow title to the Assets to be lost as the result of the nonpayment of any such Taxes.
 
(f)            Compliance with Laws.  The Manager shall (i) apply for all necessary Permits, (ii) comply with applicable Laws, (iii) promptly provide notice to the Management Committee of any allegations of a material violation of Laws, and (iv) prepare and file all reports or notices required by any Governmental Authority for Operations.  The Manager shall timely cure, dispose of or otherwise address any violation of Laws, and the costs of any fines or penalties shall be charged to the Business Account.
 
(g)            Litigation.  The Manager shall prosecute and defend, but shall not initiate without the approval of the Management Committee, all litigation, arbitrations or administrative proceedings arising out of Operations.  The Manager shall keep the Management Committee reasonably informed of the progress of any such litigation, arbitrations or proceedings.  The Management Committee shall approve in advance any settlement involving payments, commitments or obligations in excess of $400,000 in cash or value.
 
(h)            Insurance.  The Manager shall obtain insurance for the benefit of the Company, the Members and the Manager as provided in Exhibit D or as may otherwise be determined from time to time by the Management Committee.
 
(i)            Disposition of Assets.  The Manager may dispose of Assets, whether by abandonment, surrender or Transfer in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Section 10.2.  Without prior approval from the Management Committee, however, the Manager shall not (i) dispose of Assets in any one transaction (or in any series of related transactions) having a value in excess of $400,000, or (ii) enter into any sales contracts or commitments for Product, except as permitted under Section 7.3.
 
(j)            Maintenance of Assets.  The Manager shall perform all assessment and other work and pay all Governmental Fees required by Law in order to maintain any unpatented mining claims, mill sites and tunnel sites included within or which become part of the Properties.  The Manager may perform the assessment work under a common plan of exploration, and continued actual occupancy of such claims and sites is not required.  The Manager shall not be liable for any determination by any Governmental Authority that the work performed by the Manager did not constitute the required annual assessment work or occupancy to preserve or maintain ownership of the claims; provided that the work was performed in accordance with accepted industry standards and the adopted Program and Budget.  The Manager shall timely record with the appropriate county and file with the appropriate United States and state agencies, any required affidavits, notices of intent to hold and other documents in proper form attesting to the payment of Governmental Fees, the performance of assessment work or intent to hold the claims and sites, in each case in sufficient detail to reflect compliance with applicable requirements.  The Manager shall have no obligations or liability with respect to any defects in any unpatented mining claims that may be acquired by the Company pursuant to the Option Agreement, which predated the date of acquisition.
 
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(k)            Changes to Mineral Rights.  If authorized by the Management Committee, the Manager may (i) locate, amend or relocate any unpatented mining claim, mill site or tunnel site, (ii) locate any fractions resulting from such amendment or relocation, (iii) apply for patents or mining leases or other forms of mineral tenure for any such unpatented claims or sites, (iv) abandon any unpatented mining claims for the purpose of locating mill sites or otherwise acquiring from the United States or the State of Alaska rights to the ground covered thereby, (v) abandon any unpatented mill sites for the purpose of locating mining claims or otherwise acquiring from the United States or the State of Alaska rights to the ground covered thereby, (vi) exchange with or convey to the United States or the State of Alaska any of the Properties for the purpose of acquiring rights to the ground covered thereby or other adjacent ground and (vii) convert any unpatented claims or mill sites into one or more leases or other forms of mineral tenure under any Law hereafter enacted.
 
(l)            Accounting.  The Manager shall (i) keep and maintain all required accounting and financial records under the Accounting Procedure and in accordance with the Accounting Standards, (ii) keep and maintain current balances of Contributed Capital, (iii) keep and maintain Capital Accounts of the Members in accordance with Exhibit C, and (iv) keep all Company accounts separate and segregated from the individual accounts of the Manager.
 
(m)            Reporting; Audits.  The Manager shall (i) provide the reports to the Members required under Section 6.9, (ii) permit the audits, inspections and access rights under Section 6.10, and (iii) obtain the independent audit required under Section 6.11.
 
(n)            Environmental Compliance Plan.  The Manager shall prepare an Environmental Compliance plan for all Operations consistent, at a minimum, with the requirements of applicable Laws or contractual obligations and shall include in each proposed Program and Budget following the Initial Program and Budget sufficient funding to implement the Environmental Compliance plan and to satisfy the financial assurance requirements of applicable Laws and contractual obligations pertaining to Environmental Compliance.  To the extent practical, the Environmental Compliance plan shall incorporate concurrent reclamation of Properties disturbed by Operations.
 
(o)            Continuing Obligations.  The Manager shall undertake to perform Continuing Obligations when and as economic and appropriate, whether before or after termination of Operations.  The Manager shall have the right to delegate performance of Continuing Obligations to Persons having demonstrated skill and experience in relevant disciplines.  As part of each proposed Program and Budget, the Manager shall specify the measures to be taken for performance of Continuing Obligations and the cost of such measures.  The Manager shall keep the Management Committee reasonably informed about the Manager’s efforts to discharge Continuing Obligations.  Authorized representatives of each Member shall have the right from time to time to enter the Properties to inspect work directed toward satisfaction of Continuing Obligations, and to audit books, records, and accounts related thereto.
 
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(p)            Environmental Compliance Fund.  The Manager may establish an Environmental Compliance Fund.  Funds deposited into the Environmental Compliance Fund shall be maintained by the Manager in a separate, interest bearing cash management account, which may include money market investments and money market funds, or longer term investments approved by the Management Committee.  Such funds shall be used solely for Environmental Compliance and Continuing Obligations, including committing such funds, interests in property, insurance or bond policies, or other security to satisfy Laws regarding financial assurance for the reclamation or restoration of the Properties, and for other Environmental Compliance requirements.
 
(q)            Relations with Tetlin.  Subject to Section 5.2(g), the Manager shall have sole responsibility and authority for communications and relationships between the Company and the Native Village of Tetlin, the Tetlin Village Council, and its members, unless the Manager specifically delegates the same in writing to the other Member.  Notwithstanding the foregoing, each Member shall be permitted to communicate with and maintain its own relationship with the Native Village of Tetlin, the Tetlin Village Council, and its members with respect to matters unrelated to the Company.
 
(r)            Other Activities.  The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing.
 
(s)            Delegation.  The Manager shall have the right to carry out its duties and responsibilities under this Agreement and conduct Operations through Affiliates, agents, consultants or independent contractors, but no such Persons shall have any rights under this Agreement.
 
Standards of Care.  Subject to Section 5.5, the Manager shall discharge its duties under Section 5.3 and conduct all Operations in a good, workerlike and efficient manner, in accordance with sound mining and other applicable industry standards and practices, in accordance with the terms and provisions of all Underlying Agreements and in substantial compliance with all Permits pertaining to the Assets.
 
Exculpation.  Notwithstanding any contrary provision of this Agreement, the Manager shall not be liable or responsible to the Company or any Member and shall not be in breach or default of its duties under this Agreement for any act or omission (a) that is not caused by or attributable to the Manager’s willful misconduct or gross negligence, (b) if the inability to perform results from (i) the failure of any Member or Representatives (other than the Manager, any Affiliate of the Manager, or any Representative designated by the Manager or any such Affiliate), to perform acts or to contribute amounts required under this Agreement, (ii) a lack of Company funds, to the extent the Manager and its Affiliates have made all Capital Contributions required to be made by them under this Agreement, or (iii) the failure to carry out or perform in accordance with a Program and Budget for any period, if a Program and Budget has not been adopted for the period, or (c) taken in good faith reliance on an adopted Program and Budget or information, opinions, reports or statements presented by any other Member or Representative of any other Member, or by any other Person as to matters the Manager reasonably believes are within the other Person’s professional or expert competence.  The preceding sentence shall in no way limit any Person’s right to rely on information to the extent provided in Section 18-406 of the Act.
 
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Indemnification of Manager and Representatives.  Subject to the limitations of the Act, the Company shall indemnify, defend and hold harmless the Representatives and the Manager from and against any Adverse Consequences arising as a result of any act or omission of any such Representative or the Manager with respect to the Company believed in good faith to be within the scope of authority conferred in accordance with this Agreement, except for willful misconduct or gross negligence.
 
(a)            Contract Rights.  The rights granted under this Section 5.6 are contract rights, and no amendment, modification or repeal of this Section 5.6 shall have the effect of limiting or denying any such rights with respect to actions taken, omissions, or proceedings arising before any such amendment, modification or repeal.  It is expressly acknowledged that the indemnification provided in this Section 5.6 could involve indemnification for negligence or strict liability.  Notwithstanding the foregoing, the Company’s indemnification of the Manager and the Representatives as to third party claims shall be only with respect to such Adverse Consequences that are not otherwise compensated by insurance.
 
(b)            Advancement of Expenses.  The rights to indemnification conferred in this Section 5.6 shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by any Person entitled to be indemnified who was, is or is threatened to be made a named defendant or respondent in an action, suit, proceeding or arbitration in advance of the final disposition of the action, suit, proceeding or arbitration and without any determination as to the Person’s ultimate entitlement to indemnification; provided, that the payment of such expenses in advance of the final disposition or award of an action, suit, proceeding or arbitration shall be made only upon delivery to the Company of a written affirmation by such Person of his or its good faith belief that he or it has met the standard of conduct necessary for indemnification under this Section 5.6 and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Section 5.6 or otherwise.
 
(c)            Non-Exclusive Rights.  The right to indemnification and the advancement and payment of expenses conferred in this Section 5.6 are not exclusive of any other right that any such indemnified Person may have or acquire under any Law, provision of this Agreement, vote of the Management Committee or the Members or otherwise.
 
(d)            Invalidity.  If this Section 5.6 or any portion shall be invalidated on any ground by any court of competent jurisdiction or arbitration panel, then the Company shall indemnify and hold harmless the Manager or Representatives indemnified under this Section 5.6 as to the Adverse Consequences to the full extent permitted by any portion of this Section 5.6 that has not been invalidated, and to the fullest extent permitted by applicable Law.
 
(e)            Insufficient Funds. If the Assets of the Company are insufficient to fund any indemnity to which the Manager or any Representative is entitled under this Section 5.6, the Members shall make Capital Contributions to the Company (or if the Company has been terminated, pay to the indemnified Person) in accordance with their respective Interests to fund any such indemnification obligations.  In the case of Continuing Obligations, proportionate liability of the Members (including the Manager) for any indemnification hereunder arising from such Continuing Obligations shall be determined in accordance with Section 4.4.
 
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Resignation; Removal; Replacement.
 
(a)            Voluntary Resignation.  The Manager may voluntarily resign at any time upon 90 days’ prior written notice to the Management Committee.  Acceptance of such resignation shall not be necessary.
 
(b)            Deemed Resignation.  The Manager shall automatically be deemed to resign without the requirement of notice or other notice of any kind effective immediately upon the occurrence of an Insolvency Event with respect to the Manager.
 
(c)            Removal.  The Manager may be removed by written notice of the other Member to the Manager (i) if the Interest of the Manager and its Affiliates becomes less than 50%, or (ii) for Misconduct of the Manager or any Member that is an Affiliate of the Manager; provided, such notice shall be delivered to the Manager within 90 days after the date such other Member has notice or knowledge of the Misconduct giving rise to the removal right.
 
(d)            Replacement.  If the Manager resigns voluntarily under Section 5.7(a), the other Member may elect to become the successor Manager by written notice to the Management Committee within 30 days after the date of the voluntary resignation.  If the other Member does not make such an election within such 30-day period, the successor Manager (who may be a Member, an Affiliate of a Member or a third party) shall be elected by the Management Committee.  If the Manager is deemed to resign under Section 5.7(b) or is removed under Section 5.7(c), the Representatives of the other Member may appoint the successor Manager (who may be a Member, an Affiliate of a Member or a third party) by written notice to the Management Committee.  Any successor Manager shall execute a joinder to this Agreement agreeing to be bound by the provisions of this Agreement that relate to the Manager.  The appointment of a successor Manager shall be deemed to pre-date any event causing a deemed resignation of the Manager under Section 5.7(b).
 
(e)            No Effect on Interest.  The resignation or removal of a Person as the Manager shall not require or result in the resignation or removal of such Person as a Member, reduce the Interest of such Member or its Representatives, or restrict the right of such Member to appoint Representatives to the Management Committee.
 
Payments to Manager.  The Manager shall be compensated for its services and reimbursed for its costs in accordance with the Accounting Procedure.
 
Affiliate Transactions.  The Company shall not enter into any agreement or contract (including the payment of any fees or other compensation) with the Manager, any Affiliate of the Manager or any Member, or any material modification, amendment, or waiver to any such agreement or contract, except (a) on terms no less favorable than would be the case with unrelated third parties in arms’ length transactions, (b) as specifically provided in this Agreement, or (c) with the approval of the Representatives of each Member that is not a party (and whose Affiliates are not a party) to the agreement, contract, modification, amendment, or waiver; provided (i) that the Members acknowledge that the services to be performed by the Manager may be delegated to any Affiliate of the Manager and performed by such Affiliate, and costs and charges for such services shall be paid and reimbursed by the Company from the Business Account to the same extent and costs as if such services were performed directly by the Manager and (ii) the other Members shall be provided a copy of any agreement, contract, modification, amendment, or waiver at 10 days prior to the Company entering into such agreement, contract, modification, amendment, or waiver.
 
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Changes to Mining Law.  The Members are aware that the mining Laws of the United States or the State of Alaska pertaining to unpatented mining claims and millsites or activities thereon may be amended or new Laws may be enacted.  In that event, the Manager shall have the option (but not the obligation, except to the extent required under Underlying Agreements) of maintaining the rights and obligations of the Company in and to the Properties and the lands covered thereby pursuant to those new or amended Laws, subject to this Agreement and to the extent allowable, including the right to convert the State Claims included in the Properties to any new property rights that may be created, and all of the terms and conditions of this Agreement shall apply to such new property rights.  The Members agree to cooperate with the Manager in this regard.
 
 
ARTICLE VI
PROGRAMS AND BUDGETS; ACCOUNTING AND REPORTING
 
Initial Program and Budget.  Attached as Exhibit E hereto is the Program and Budget (the “Initial Program and Budget”), covering Operations for the remainder of calendar year 2020, to which the Members have agreed.
 
Operations Under Programs and Budgets.  All Operations shall be conducted, expenses shall be incurred, and Assets shall be acquired consistent with adopted Programs and Budgets.  Each Program and Budget shall provide for (a) accrual of reasonably anticipated Environmental Compliance expenses for all Operations contemplated under the Program and Budget, and (b) payment of all obligations of the Company under Underlying Agreements.
 
Presentation of Proposed Programs and Budgets.  Not later than December 1, 2020, and not later than November 1st of each subsequent calendar year, beginning in 2021, the Manager shall prepare a draft proposed Program and Budget for the succeeding calendar year or longer such period approved by the Management Committee, and submit the draft proposed Program and Budget for such calendar year or other period to the Management Committee for its review.  That proposed Program and Budget shall be accompanied by a notice of the date and time of the meeting to be held under Section 6.4 to consider that proposed Program and Budget, which date shall not be less than 20 days after the submission of the draft proposed Program and Budget to the Management Committee; provided, however, that with respect to the draft proposed Program and Budget which must be submitted on or prior to December 1, 2020, such date shall be not later than 10 days after the submission of the draft proposed Program and Budget to the Management Committee.
 
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Approval of Proposed Programs and Budgets.  On or before December 10, 2020, and on or before December 1st of each subsequent calendar year, beginning in 2021, at a meeting of the Management Committee, the Representatives of each Member shall submit in writing to the Management Committee whether such Representatives (a) have no comments on the draft proposed Program and Budget, or (b) propose modifications to the draft proposed Program and Budget.  The Management Committee shall then call another meeting to be held by December 15th, to consider any modifications to the Program and Budget (including any modifications proposed at that meeting), and to vote on a final Program and Budget, although neither the Manager nor any of its Representatives shall have any obligation to agree to any particular modification to the Program and Budget.  At the meeting to vote on the final Program and Budget, the Representatives of each Member shall vote to either accept or reject the final Program and Budget in accordance with the provisions of Section 5.2(b).  If one or more Representatives do not attend any meeting of the Management Committee, the purpose of which is to review and approve a Program and Budget or an Amendment, then the Representatives present at the meeting may approve the proposed Program and Budget, but no other action may be taken at the meeting.
 
Amendments.  The Manager or any Representative on the Management Committee may propose amendments (“Amendments”) to any currently approved Program and Budget from time to time; provided, however, that any Amendment must be duly approved by the Management Committee before the Manager incurs any costs under the Amendment.  The Representatives of each Member shall have 15 days after the proposal of an Amendment to submit in writing to the Management Committee one of the responses described in Section 6.4(a) or (b) (substituting “Amendment” for “Program and Budget” in each case).  If the Representatives of a Member fail to respond within the 15-day period, then those Representatives shall be deemed to have approved the proposed Amendment.  If the Representatives of a Member timely submit to the Management Committee their proposed modifications to the proposed Amendment, then the Manager may call a special meeting of the Management Committee under Section 5.2(e) to vote on an Amendment.  If the Manager calls such a meeting, the Manager shall resubmit an Amendment to the Management Committee at or before the meeting, although neither the Manager nor any of its Representatives shall have any obligation to agree to any particular modification to the Amendment.  At the meeting to vote on the resubmitted Amendment, the Representatives of each Member on the Management Committee shall vote to either accept or reject the resubmitted Amendment, in accordance with the provisions of Section 5.2(d), but may not propose additional modifications.  If the Amendment does not increase the aggregate original Budget by more than 20% (taking into account other Amendments adopted after the date of the original Budget), then the Members shall continue to participate in the Joint Funding of the Program and Budget, as amended, based on their original elections under Section 6.6.  If the Amendment increases the aggregate original Budget by more than 20% (taking into account other Amendments adopted after the date of the original Budget), then the Program and Budget, as amended, shall be treated as a new Program and Budget and each Member shall be entitled to make new elections under Section 6.6 as to their participation in Joint Funding with respect to the remaining period under the amended Program and Budget.
 
Election to Participate.
 
(a)            By written notice to the Management Committee (a “Non-Contribution Notice”) within 20 days after the final vote adopting a Program and Budget, a Member (a “Non-Contributing Member”) may elect to contribute to such Program and Budget in some lesser amount than in accordance with its Interest, or may elect not to contribute any amount to such Program and Budget.  If a Member does not timely provide a Non-Contribution Notice to the Management Committee, such Member shall be deemed to have elected to contribute to the Program and Budget in proportion to its Interest as of the beginning of the period covered by the Program and Budget.  The difference, if any, between the amount that the Non-Contributing Member would otherwise be required to contribute in accordance with its Interest and the amount, if any, that the Non-Contributing Member elects or is deemed to elect to contribute, is referred to as the “Underfunded Amount.”  Notwithstanding the foregoing provisions of this Section 6.6(a), a Member shall be obligated to contribute to any Program and Budget in at least the amount required to maintain its Interest at 5%, failing which it shall be subject to Section 9.1(c).
 
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(b)            If a Non-Contributing Member timely delivers a Non-Contribution Notice, and the other Member has or is deemed to have elected to contribute its proportionate amount to the Program and Budget in accordance with its Interest, such other Member (the “Contributing Member”) shall have the right (but not the obligation) to elect by written notice to the Non-Contributing Member delivered within 10 days after its receipt of the Non-Contribution Notice, to contribute all or any portion (an “Excess Contribution”) of the Underfunded Amount to such Program and Budget.
 
(c)            If a Non-Contributing Member timely delivers a Non-Contribution Notice, the Interest of each Member shall be adjusted, effective as of the beginning of the period covered by the Program and Budget, to equal a fraction, expressed as a percentage:
 
(i)            the numerator of which equals:
 
(A)            the Contributed Capital of the Member as of the beginning of the period covered by the Program and Budget; plus
 
(B)            the amount, if any, that the Member has agreed to contribute to the Program and Budget; plus
 
(C)            if the Member is a Contributing Member, the Excess Amount, if any, that the Contributing Member has agreed to contribute to the Program and Budget with respect to the Underfunded Amount; and
 
(ii)            the denominator of which equals the sum of the amounts calculated under Section 6.6(c)(i) above for all Members.
 
(d)            If a Non-Contributing Member delivers a Non-Contribution Notice and the Contributing Member does not elect to contribute the entire Underfunded Amount, (i) if the Manager or its Affiliate is the Contributing Member, the Manager shall adjust the Program and Budget to the extent the Manager reasonably deems necessary to take into account the reduced contributions, and (ii) if the Member that is not the Manager or an Affiliate of the Manager is the Contributing Member, the Representatives of that Member shall adjust the Program and Budget to the extent such Representatives reasonably deem necessary to take into account the reduced contributions.  The Program and Budget as adjusted under this Section 6.6(d) shall replace the Program and Budget previously adopted by the Management Committee for the Program and Budget period.
 
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Budget Overruns; Program Changes.  The Manager shall immediately provide notice to the Management Committee of any material departure from an adopted Program and Budget.  If the Manager exceeds a the total amount of an adopted Budget (as amended under Section 6.5) by more than 20%, then the excess over 20%, unless directly caused by an emergency or unexpected expenditure made under Section 6.8 or unless otherwise authorized by the unanimous approval of the Management Committee, shall be at the sole cost and expense of the Manager and shall not be considered a Capital Contribution or taken into account in the calculation of Interests.  Budget overruns of 20% or less shall be considered costs and expenses of the Company, and shall be funded by the Members making additional Capital Contributions to the Company in proportion to their respective Interests.
 
Emergency or Unexpected Expenditures.  In case of an emergency, the Manager may take any reasonable action it deems necessary to protect life, limb or property, to protect the Assets or to comply with Laws.  The Manager may also make reasonable expenditures for unexpected events that are beyond its reasonable control and that do not result from a breach by it of its standard of care in Section 5.4, subject to Section 5.5.  The Manager shall promptly provide notice to the Members of the emergency or unexpected expenditure, and shall be reimbursed for all resulting costs by the Company, which costs shall be funded by the Members making additional Capital Contributions to the Company under Sections 3.3 and 3.4 in proportion to their respective Interests at the time the emergency or unexpected expenditures are incurred.
 
Reports.  The Manager shall promptly submit to the Management Committee the following reports:
 
(a)            within 30 days after the end of each calendar quarter, a quarterly statement of account reflecting in reasonable detail the charges and credits to the Business Account during the preceding calendar quarter;
 
(b)            within 30 days after the end of each calendar quarter, a quarterly progress report that include statements of expenditures and comparisons of such expenditures to the adopted Budget;
 
(c)            periodic summaries of data acquired by or on behalf of the Company;
 
(d)            a detailed final report within 30 days after completion of each Program and Budget, which report shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and
 
(e)            such other reports as the Management Committee may reasonably request.
 
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Inspection Rights; Member Securities Law Compliance.
 
(a)            Upon at least 5 Business Days written request to the Manager and during normal business hours, the Manager shall (a) provide to the Representatives, accountants, advisors and other representatives of each Member, access to, and the right to inspect and copy all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, Company, accounting and financial records, including all books and records, minutes of proceedings, committee materials, reports of operations, reports of adverse developments and other information in the possession or control of the Manager pertaining to the Company or the Operations (but specifically excluding (i) internal communications between and among Skip Sub and its Affiliates and/or its and their respective advisors (including outside counsel) and (ii) information that constitutes a trade secret or is otherwise proprietary to a third party) and (b) at the sole risk of the requesting Member, and subject to the safety requirements of applicable Laws and the Manager’s reasonable safety policies and procedures, permit the Representatives, accountants, advisors and other representatives of each Member to inspect (including site visits) the Assets and Operations.  No more than one such inspection shall be requested by any Member during any calendar quarter.  The requesting Member shall use commercially reasonable efforts to prevent any such inspections from unreasonably interfering with Operations or the other business and operations of the Manager.  The cost and expense of any such access, inspection or copies shall be borne entirely by the requesting Member, and the requesting Member shall indemnify, defend and hold harmless the Company, the Manager and the Affiliates of the Manager, and their respective directors, officers, managers, employees and agents, from and against any Adverse Consequences for bodily injury or property damage arising from or caused by any such inspections.
 
(b)            In addition to the financial reporting and access rights of the Members under this Agreement, each Member and its designated agents shall have the right to (i) visit and inspect the Properties of the Company or any of its subsidiaries (if any), (ii) discuss the affairs, finances and accounts of the Company or any of its subsidiaries (if any) with the Company’s officers, employees and any independent public accountant engaged with respect to the Company and/or the Company’s Assets, and (iii) review and copy such information for the preparation of, and inclusion of disclosure in, any Member Filing (hereinafter defined), including, without limitation, corporate, operating, financial and similar records, financial statements, reports, and documents of the Company or any of its subsidiaries (if any), at such reasonable times and as often as may be reasonably requested by such Member, and without unreasonably interfering with Operations or the other business and operations of the Manager, as necessary for such Member or any of its Affiliates to comply with applicable reporting and filing requirements under foreign, federal or state securities laws, or other applicable Laws, including, without limitation, as may be requested by a Member or any of its Affiliates to timely prepare and file with the Securities and Exchange Commission or other applicable regulators any and all current and periodic reports, proxy statements or similar filings that such Member or any of its Affiliates may file under the Exchange Act or other applicable Laws, and to timely prepare and file with the Securities and Exchange Commission or other applicable regulators any registration statements or similar filings that such Member or any of its Affiliates may file under the Securities Act or other applicable Laws (each such filing made by a Member or any of its Affiliates, a “Member Filing”).  The Company and its officers shall execute and deliver such certificates, affidavits, representation letters and similar documents as any Member or its Affiliates or their respective independent auditors may reasonably request in connection with any Member Filing. In connection with any financial statements provided to the Members, the Manager shall also notify each Member of any significant transactions or events that it is aware of, but that are not disclosed within the financial statements.
 
(c)            The Manager shall cause the Company to use reasonable efforts to obtain the consents of any independent public accountant engaged with respect to the Company and/or the Company’s Assets to include, or incorporate by reference, the reports of such independent public accountant with respect to any financial statements related to Company or the Company’s Assets required by applicable Laws to be included in the Member Filings, each dated as of the filing date of the applicable Member Filing or such other date as reasonably requested by the Member or any of its Affiliates.  Any additional cost of obtaining such consent from the independent public accountant shall be borne by the Member requesting such consent.  In addition, the Manager shall not, and shall cause the Company not to, object to the use of any such financial statements or consents in connection therewith.
 
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(d)            The Manager shall cause the Company to use reasonable efforts to cause to be delivered, upon the request by a Member or any of its Affiliates, at such requesting Member’s expense, “comfort” letters of any independent public accountant engaged with respect to the Company and/or the Company’s Assets, each dated as of a date as reasonably requested by such Member or any of its Affiliates and addressed to such Member or such Member’s specified Affiliates or such other party or parties as a Member may reasonably request (including, without limitation, in connection with any underwriters of public debt or equity offerings), with regard to financial statements and financial information related to the Company and/or the Company’s Assets included in, or incorporated by reference into, any Member Filing, in form and substance customary in scope and substance for “comfort” letters delivered by independent public accountants in connection with underwritten public debt or equity offerings.
 
(e)            The Manager shall cause the Company to provide each Member with access to such information as reasonably requested by a Member that shall enable such Member to determine the state of the Company’s internal controls over financial reporting. Such access shall include, without limitation, access to relevant portions of minutes of any committee of the Company and access to the relevant portions of the Company’s management letters and/or reports from the Independent Accountant.
 
(f)            The Manager shall take commercially reasonable efforts to cause the Company to be compliant in all respects with Section 404 of the Sarbanes-Oxley Act of 2002 as necessary for any Member to satisfy its own reporting obligations under applicable Laws.  The Manager shall consult with and update each Member on its compliance efforts on an ongoing basis at any Member’s reasonable request.  In connection with such consultation and updates, the Manager shall in good faith consider any advice or assistance offered by any Member or its designated agent in connection with its efforts to achieve and remain in compliance.
 
Financial Statements.
 
(a)            Preliminary Annual Financials.  Within 30 days after the end of each calendar year, the Manager shall deliver to the Members an unaudited copy of the financial statements (balance sheet, profit and loss statement and cash flows, but without all notes and disclosures) of the Company, together with a detailed report of costs and expenditures of the Company (including all costs and expenditures for which the Manager sought reimbursement) for such calendar year, prepared in accordance with the Accounting Standards.
 
Amended and Restated Limited Liability Company Agreement of Peak Gold, LLC: Page 26
(b)            Independent Audit.  The Manager shall engage an independent, nationally reputable accounting firm selected by the Management Committee (the “Independent Accountant”) to conduct an independent audit of the financial statements of the Company for such calendar year.  The Manager shall use commercially reasonable efforts to facilitate the completion of that independent audit within 60 days after the end of each calendar year.  Promptly after the completion of such independent audit, the Manager shall deliver to each Member the financial statements prepared in accordance with the Accounting Standards, including statements of operations, balance sheets, cash flow statements and statements of owners’ equity with respect to such calendar year or other accounting period, setting forth in each case in comparative form the figures for the previous year, which financial statements shall be accompanied by a copy of the report of the Independent Accountant on the financial statements of the Company, together with a detailed report of costs and expenditures of the Company (including all costs and expenditures for which the Manager sought reimbursement) for such calendar year prepared in accordance with the Accounting Standards reconciled to the financial statements audited by the Independent Accountant and to the monthly reports provided to the Members under Section 6.9.  All written exceptions to and claims (other than exceptions or claims based on fraud) upon the Manager by any Member relating to costs and expenditures incurred by or on behalf of the Company for such calendar year shall be made by notice to the Manager delivered not more than 3 months after receipt of the audit report and the related report of costs and expenditures or shall be deemed forever waived and released.
 
(c)            Quarterly Financials. Within 25 days after the end of each calendar quarter ending March 31, June 30 and September 30, the Manager shall deliver to the Members the unaudited financial statements prepared in accordance with the Accounting Standards, with respect to such calendar quarter, including statements of operations, balance sheets, cash flow statements and statements of owners’ equity, in each case, setting forth in comparative form the figures for the previous year and a comparison to budgeted amounts.  Such financial statements shall be subject to audit by the other Member at any time at its request at its own expense.
 
 
ARTICLE VII
DISTRIBUTIONS; DISPOSITION OF PRODUCTION
 
Distributions.
 
(a)            Generally.  Except as otherwise provided in this Article VII, the aggregate amount of all distributions to the Members and the timing of all such distributions shall be determined by the Manager.
 
(b)            Cash Distributions.  Except as provided in Sections 7.2 and 7.3, cash distributions shall be made to the Members pro rata in proportion to their respective Interests.
 
(c)            Distributions In Kind.  During the existence of the Company, no Member shall be entitled or required to receive as distributions from the Company any Company Asset other than money.  Upon the dissolution and winding-up of the Company, those Members that agree in writing may be distributed in‑kind undivided interests in the Assets of the Company in accordance with Section 9.4.  Except as otherwise provided in this Article VII or as otherwise determined by the Manager, (i) all distributions to the Members shall be in cash, (ii) no Member shall have the right to demand distributions in cash or in kind, and (iii) all distributions to the Members in kind shall be made to the Members pro rata in proportion to their respective Interests.
 
Amended and Restated Limited Liability Company Agreement of Peak Gold, LLC: Page 27
(d)            Tax Distributions.  Notwithstanding other provisions of this Article VII, prior to making non-liquidating distributions pursuant to any other provisions of this Section 7.1, the Company shall make cash distributions (“Tax Distributions”) to the Members, pro rata in proportion to their relative positive Tax Distribution Amounts, until all positive Tax Distribution Amounts are reduced to zero.  Amounts withheld and paid to a tax authority with respect to a Member shall be treated as Tax Distributions made to the Member.  Tax Distributions shall (i) be treated (for purposes of Section 7.1, but not for Capital Account purposes) as nonrecourse advances on future distributions payable to the Members under Section 7.1, (ii) reduce amounts otherwise distributable under the preceding provisions of this Section 7.1 to the recipient Members as quickly as possible, and (iii) reduce the Capital Account balances of the recipient Members in the same manner as other distributions.  The Company shall use commercially reasonable efforts to cause Tax Distributions to be made within 30 days after the end of each calendar quarter, based on the Tax Distribution Amounts of each Member as of the end of each such quarter after giving effect to allocations pursuant to Exhibit C for such quarter.
 
Liquidating Distributions.  Notwithstanding Section 7.1, all distributions made in connection with the sale or exchange of all or substantially all of the Company’s Assets and all distributions made in connection with the liquidation of the Company shall be made to the Members in accordance with their respective Capital Account balances at the time of distribution after taking into account the adjustments to the Capital Accounts under Section 5.2 of Exhibit C, all allocations of items of Profit and Loss under Article III of Exhibit C, all sales of Products and all distributions through the date of the final distribution.  All distributions to the Members under this Section 7.2 shall be made in accordance with the time requirements under Treasury Regulations §§ 1.704-1(b)(2)(ii)(b)(2) and (3).
 
Disposition of Products.
 
(a)            With respect to the processing or other beneficiation of Products prior to their shipment to a smelter or refinery, the Members hereby agree that the Company, at the Manager’s discretion, may enter into a toll milling agreement with FGMI.  A framework for the form of the Toll Milling Agreement is attached hereto as Exhibit F.  The Members further agree that the Manager may negotiate the final terms and conditions of the Toll Milling Agreement and enter into and deliver the Toll Milling Agreement without any further approval from the Management Committee, and that in negotiating the final form of Toll Milling Agreement with FGMI, the Manager may agree to such changes to the form as the Manager may deem reasonably necessary, after consultation with the other Member; provided, however, that the Manager may not agree to a profit margin payable to FGMI by the Company pursuant to Exhibit G of the Toll Milling Agreement in excess of 20% or any term (other than the nature and components of the costs charged by FGMI) that materially increases the allocation of liabilities to the Company pursuant to the Toll Milling Agreement without the unanimous approval of the Management Committee.
 
(b)            On a monthly basis, or more frequently at the discretion of the Manager if settlements are received from the refiner more frequently than monthly, and not later than five (5) days after the end of each calendar month or such settlement, all Refined Gold and Refined Silver credited to Peak Gold’s Metals Account during the previous month or with respect to such settlement shall be apportioned between Skip Sub and CORE Alaska in accordance with their relative Interests on the last day of that month, with the portion apportioned to Skip Sub referred to as “Skip Sub Products,” and the portion apportioned to CORE Alaska referred to as “CORE Alaska Products” and those Products shall be sold by the Company to each Member at the Applicable Spot Price minus 1.75%.
 
Amended and Restated Limited Liability Company Agreement of Peak Gold, LLC: Page 28
(c)            Any costs and expenses attributable to the disposition of Products under the Toll Milling Agreement shall be apportioned between the Members in accordance with their relative interests in the Products being disposed of.
 
(d)            Any costs of the Company for severance taxes, net proceeds taxes, ad valorem taxes and other taxes, fees or royalties imposed (including any potential federal royalties or fees that may be imposed in the future) in connection with the production, sale or disposition of Products shall be an expense of the Company subject to quarterly capital calls under Section 3.4 (“Quarterly Capital Calls”).  To the extent a Member fails to contribute to Quarterly Capital Calls or timely make such reimbursements, the Manager shall have the right, but not the obligation, to recover from amounts otherwise distributable to such Member such amounts as are necessary to cover that Member’s share of such costs.  Any amounts so recovered shall be treated as distributed to the Member and contributed by the Member as part of a Quarterly Capital Call.
 
(e)            If a Member either (i) fails to contribute to an adopted Program and Budget that provides for Capital Contributions for operating costs, or (ii) fails to make required Capital Contributions for operating costs under Section 3.5, then the Manager may recover from amounts otherwise distributable to such Member such amounts as are necessary to pay that Member’s share of the operating costs, and shall treat the amounts so recovered as having been distributed to the Member and contributed by the Member to the Company as otherwise required.  In the event of such action, the Non-Contributing Member’s Interest shall not be reduced under Section 3.5(c) unless and only to the extent that the amounts so recovered are insufficient to pay the Member’s share of operating costs.  For purposes of this Section 7.3(e), “operating costs” shall not include any capital expenditures, other than replacement capital costs.
 
(f)            If a Member fails to make a payment to the other Member required under Section 4.13, the Member to whom the payment is owed may request that the Manager (and the Manager shall) offset the amount owed to the Member against any distributions to the Member who failed to make the required payment.
 
Toll Milling Agreement - CORE Alaska Rights and Manager Obligations.
 
(a)            The Manager shall cause the Company to put ore control measures in place to enable the Company to differentiate between Conforming Ore and Non-Conforming Ore (as those terms are defined in the Toll Milling Agreement), and shall use commercially reasonable efforts to cause the Company not to deliver any Non-Conforming Ore to the Fort Knox Mill (as defined in the Toll Milling Agreement).
 
(b)            The Manager shall not permit the Toll Milling Agreement to be terminated for any reason without providing CORE Alaska written notice of such termination at least eighteen months prior to such termination.
 
(c)            The Manager shall cause any third parties that are engaged by the Company in connection with activities directly related to the Toll Milling Agreement to be contractually obligated to conduct their services in a manner that enables the Company to comply with its obligations under the Toll Milling Agreement.
 
Amended and Restated Limited Liability Company Agreement of Peak Gold, LLC: Page 29
(d)            The Manager shall cause the Company to provide CORE Alaska with access, pursuant to Section 6.10, to all reports, statements, notices, requests, consents, claims, demands, waivers, and other required or material communications delivered by (i) FGMI to the Company pursuant to the Toll Milling Agreement or (ii) the Company to Royal Gold pursuant to the Omnibus Royalty Agreement.
 
(e)            The Manager shall notify CORE Alaska at least ten (10) Business Days prior to the Company performing any inspections or audits pursuant to the Toll Milling Agreement and shall permit CORE Alaska to participate in and attend such inspections or audits at its own expense.  If the Company has gone a period of at least three (3) months without performing any permitted inspections or six (6) months without performing any permitted audits under the Toll Milling Agreement, CORE Alaska shall have the right to cause the Company to perform such inspection or audit and participate in and attend such inspection or audit, on dates and times mutually agreeable to the Members.
 
(f)            Before any Ore (as defined in the Toll Milling Agreement) is shipped to FGMI under the Toll Milling Agreement, the Manager shall have caused the Company to enter into, and caused FGMI (in connection with the Toll Milling Agreement) to agree to comply with, a written commingling protocol mutually agreeable to the Manager and Royal Gold, acting reasonably, addressing: (a) the requirement that prior to any commingling, the Ore shall be measured and sampled in accordance with sound mining and metallurgical practices for moisture, metal, commercial minerals, and other appropriate content, (b) the requirement that representative samples of the Ore and FGMI Ore or Other Ore (as available) shall be retained by the Company (or FGMI) and assays (including moisture and penalty substances) and other appropriate analyses of the samples shall be made before commingling to determine metal, commercial minerals, other appropriate content, and metallurgical performance, (c) the need for reasonable evidence that commingling of Ore with FGMI Ore and/or Other Ore (as those terms are defined in the Toll Milling Agreement) will not disproportionately disadvantage the Company’s interest in such Ore relative to FGMI’s interest in FGMI Ore or Other Ore, including any disadvantage on recovery of any payable metal contained in such ore; and (d) a process for the parties to periodically review the processing procedures for any required adjustments; provided that the Manager shall provide CORE Alaska an opportunity to review and comment on the written commingling protocol prior to agreeing to such protocol with Royal Gold.  The Company shall cause FGMI to keep records showing moisture, assays of metal, commercial minerals, and other appropriate content and penalty substances and gross metal content of the Ore and, when available, records showing appropriate content of FGMI Ore and/or Other Ore (and shall provide copies of the same to CORE Alaska).
 
(g)            The Company shall permit CORE Alaska to observe the sampling, determination of tons and grade, umpiring, and reconciliation processes under the Toll Milling Agreement, at its own cost and expense.
 
Amended and Restated Limited Liability Company Agreement of Peak Gold, LLC: Page 30
 
ARTICLE VIII
TRANSFERS AND ENCUMBRANCES
OF INTERESTS
 
Restrictions on Transfer.  Except for Permitted Transfers, Permitted Encumbrances and Permitted Interest Encumbrances, no Member shall Transfer or create an Encumbrance on all or any part of its Interest.  Any attempted Transfer of, or creation of an Encumbrance on, all or any portion of an Interest not in accordance with the terms of this Article VIII shall be null and void and of no legal effect.
 
Permitted Transfers and Permitted Interest Encumbrances.
 
(a)            To the extent not otherwise prohibited under Section 8.3, the following Transfers (“Permitted Transfers”) are permitted:
 
(i)            A Member may Transfer all or any portion of its Interest to an Affiliate of such Member without the approval of the other Member or the Manager or any other Person;
 
(ii)            A Member may Transfer all or any portion of its Interest to the other Member without the approval of the Manager or any other Person;
 
(iii)            A Member may Transfer all or any portion of its Interest to any Person with the written approval of the other Member, which approval shall not be unreasonably withheld or delayed if, in the reasonable determination of such other Member, the transferee has the financial capacity to carry out the Capital Contribution and other financial obligations of the transferring Member under this Agreement and the transferee is not a competitor of the Member whose approval for the Transfer is requested;
 
(iv)            A Member may Transfer all or any portion of its Interest in connection with the merger, amalgamation, consolidation or reorganization of such Member with or into any other Person without the approval of the other Member or the Manager or any other Person; provided, that the surviving entity in such merger, amalgamation, consolidation or reorganization (A) possesses all or substantially all of the stock, limited liability company or other equity interests, or all of the property rights and interests of the transferring Member, and (B) is subject to all or substantially all of the liabilities and obligations of the transferring Member; and
 
(v)            A Member may Transfer all or any portion of its Interest to any Person without the approval of the other Member or the Manager or any other Person; provided that such Member complies with the provisions of Section 8.4.  Any Permitted Transfer by Skip Sub of all of its Interests shall include all of its rights hereunder, including (A) its rights and duties as Manager, (B) its right to appoint two Representatives to the Management Committee, and (C) its rights under Section 8.4.  Any Permitted Transfer by CORE Alaska of all of its Interests shall include all of its rights hereunder, including its right to appoint one Representative to the Management Committee.
 
Amended and Restated Limited Liability Company Agreement of Peak Gold, LLC: Page 31
(b)            To the extent not otherwise prohibited under Section 8.3, the following Encumbrances (“Permitted Interest Encumbrances”) are permitted:
 
(i)            A Member may create an Encumbrance on all or any portion of its Interest with the written approval of the other Member, which approval shall not be unreasonably withheld or delayed;
 
(ii)            A Member may create an Encumbrance on all (but not less than all) of its Interest to secure debt for borrowed money incurred for the purpose of satisfying such Member’s Capital Contribution obligations under this Agreement without the approval of the other Member or the Manager or any other Person; and
 
(iii)            A Member may create an Encumbrance on its Interest to secure a loan or other indebtedness of a Member without the approval of the other Member or the Manager or any other Person.  Any such Encumbrance is and shall be expressly made subordinate to the security interest granted by a Member to the other Member under Section 3.6, and is and shall be expressly made subordinate to the terms of any pledge securing any obligation of the Company or any obligation of the granting Member to the Company or the other Member to the extent arising out or relating to the Company.
 
Notwithstanding that Permitted Interest Encumbrances are permitted, any transferee in connection with the foreclosure or a Transfer or power of sale in lieu of foreclosure of any Permitted Interest Encumbrance shall be subject to all of the provisions of this Agreement, and shall not be admitted to the Company as a substitute Member except as provided in Section 8.5.
 
Additional Limitations on Transfers and Encumbrances.  Notwithstanding Section 8.2:
 
(a)            If a Transfer or an Indirect Transfer is made that causes the termination of the Company as a partnership for Federal income tax purposes, the transferring Member and the transferee shall jointly and severally indemnify, defend and hold harmless the other Member and its Indemnified Member Parties from and against any and all Adverse Consequences arising from such tax termination;
 
(b)            No Transfer permitted by this Article VIII shall relieve the transferring Member of its share of any liability, whether accruing before or after such Transfer, that arises out of Operations conducted before such Transfer, including as provided in Section 4.4;
 
(c)            The transferring Member and the transferee shall bear all tax consequences of any Transfer or Indirect Transfer;
 
(d)            If a Member Transfers less than all of its Interest, the transferring Member and its transferee shall thereafter act and be treated as one Member, with the Member with the greater Interest hereby appointed the agent and attorney-in-fact of the Member with the lesser Interest with respect to the exercise of all rights to vote, consent, approve or otherwise make any decisions with respect to the management or Operations or the Company;
 
Amended and Restated Limited Liability Company Agreement of Peak Gold, LLC: Page 32
(e)            No Member shall create an Encumbrance on all or any portion of an Interest or any economic interest therein, unless the Encumbrance expressly is subordinate to the terms of any pledge or security interest of the Interest or portion thereof that secures any obligation of the Company; and
 
(f)            Only United States currency shall be used for Transfers for consideration.
 
Right of First Offer.
 
(a)            General.  At any time, and subject to the terms and conditions specified in this Section 8.4, each Member shall have a right of first offer if any other Member (the “Offering Member”), proposes to Transfer any of its Interest (the “Offered Interest”) to any Person other than pursuant to a Permitted Transfer (a “ROFO Transferee”).  Each time the Offering Member proposes to Transfer any Offered Interest (other than Transfers permitted pursuant to Section 8.2), the Offering Member shall first make an offering of the Offered Interest to the other Members in accordance with the following provisions of this Section 8.4.
 
(b)            Offer Notice.
 
(i)            The Offering Member shall give written notice (the “Offering Member Notice”) to the Company and the other Members stating its bona fide intention to Transfer the Offered Interest and specifying the material terms and conditions, including the price, pursuant to which the Offering Member proposes to Transfer the Offered Interest.
 
(ii)            The Offering Member Notice shall constitute the Offering Member’s offer to Transfer the Offered Interest to the other Members, which offer shall be irrevocable for a period of 45 days (the “ROFO Notice Period”).
 
(iii)            By delivering the Offering Member Notice, the Offering Member represents and warrants to the Company and each other Member that: (x) the Offering Member has full right, title and interest in and to the Offered Interest; (y) the Offering Member has all the necessary power and authority and has taken all necessary action to sell such Offered Interest as contemplated by this Section 8.4; and (z) the Offered Interest is free and clear of any and all Encumbrances other than Permitted Interest Encumbrances.
 
(c)            Exercise of Right of First Offer.  Upon receipt of the Offering Member Notice, each Member shall have until the end of the ROFO Notice Period to offer to purchase all (but not less than all) of the Offered Interest by delivering a written notice (a “ROFO Offer Notice”) to the Offering Member and the Company stating that it offers to purchase such Offered Interest on the terms specified in the Offering Member Notice.  Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the applicable Member.
 
Amended and Restated Limited Liability Company Agreement of Peak Gold, LLC: Page 33
(d)            Consummation of Sale.  If no Member delivers a ROFO Offer Notice in accordance with Section 8.4(c), the Offering Member may, during the 120 day period following the expiration of the ROFO Notice Period (which period may be extended for a reasonable time not to exceed 90 days to the extent reasonably necessary to obtain any Government Approvals (the “Waived ROFO Transfer Period”)), Transfer all of the Offered Interest to a ROFO Transferee on terms and conditions no more favorable to the ROFO Transferee than those specified in the Offering Member Notice.  If the Offering Member does not Transfer the Offered Interest within such period or, if such Transfer is not consummated within the Waived ROFO Transfer Period, the right provided hereunder shall be deemed to be revived and the Offered Interest shall not be offered to any Person unless first re-offered to the Members in accordance with this Section 8.4.
 
(e)            Cooperation.  Each Member shall take all actions as may be reasonably necessary to consummate the sale contemplated by this Section 8.4 including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate.
 
Substitution of a Member.
 
(a)            Except as provided in Section 8.5(c), no transferee (by conveyance, foreclosure, operation of Law or otherwise) of all or any portion of an Interest shall become a substituted Member without the unanimous approval of the Representatives of the Management Committee, which approval may be withheld in the sole discretion of each such Representative.  A transferee of an Interest that receives unanimous approval to become a Member shall succeed to all of the rights and interest of its transferor in the Company.  A transferee of a Member that does not receive unanimous approval to become a Member shall not become a Member, and shall have no rights under this Agreement or the Act applicable to a Member.
 
(b)            Except as provided in Section 8.5(c), if a Member shall be dissolved, merged or consolidated, its successor in interest shall have the same obligations and rights to profits or other compensation that such Member would have had if it had not been dissolved, merged or consolidated, except that the representative or successor shall not become a substituted Member without the unanimous approval of the Representatives of the Management Committee, which approval may be withheld in the sole discretion of each such Representative.  Such a successor in interest that receives unanimous approval to become a Member shall succeed to all of the rights and interests of its predecessor in the Company.  A successor in interest that does not receive unanimous approval to become a Member shall not become a Member, and shall have no rights under this Agreement or the Act applicable to a Member.
 
(c)            Notwithstanding Sections 8.5(a) and (b), subject to compliance with Sections 8.3, 8.5(d), 8.6 and 8.7, a transferee of all or a portion of an Interest in connection with a Permitted Transfer or in connection with the foreclosure or transfer in lieu of foreclosure of a Permitted Interest Encumbrance shall automatically be admitted to the Company as a substituted Member with respect to the transferred interest without the consent of any other Member or the Management Committee.
 
(d)            No Transfer of any interest in the Company otherwise permitted under this Agreement, including a Permitted Transfer, shall be effective for any purpose whatsoever until the transferee shall have assumed the transferor’s obligations to the extent of the interest Transferred, and shall have agreed to be bound by all the terms and conditions of this Agreement, by written instrument in form and substance reasonably satisfactory to the non-transferring Members.
 
Amended and Restated Limited Liability Company Agreement of Peak Gold, LLC: Page 34
(e)            Upon the unanimous determination of the Management Committee that a transferee or the successor or representative of a Member has met the requirements for admission as a Member, the Manager shall have the authority and duty to amend this Agreement and to execute on behalf of the Members and the Company such amendments and other documents to the extent necessary to reflect the admission of such transferee as a substituted Member.
 
(f)            Upon the admission of a transferee as a substituted Member, the transferor shall have no further obligations under this Agreement with respect to that portion of its Interest Transferred to the transferee; provided, that no Member or former Member shall be released, either in whole or in part, from any liability of such Member to the Company or the other Members under this Agreement or otherwise relating to periods through the date of such Transfer (whether as the result of a voluntary or involuntary Transfer) or any obligation that under Section 11.13 survives the Transfer of all or any portion of a Member’s Interest, unless each other Member agrees in writing to any such release.
 
Conditions to Substitution.  As conditions to its admission as a Member, an assignee, transferee or successor of a Member shall (a) execute and deliver any instruments, in form and substance satisfactory to the non-transferring Members, as the non-transferring Members reasonably request, and (b) pay all reasonable expenses in connection with its admission as a substituted Member.
 
Admission as a Member.  No Person shall be admitted to the Company as a Member unless either (a) the Interest or part thereof acquired by such Person has been registered under the Securities Act, and any applicable state securities Laws or (b) the Company has received a favorable opinion of the transferor’s legal counsel or of other legal counsel acceptable to the non-transferring Members to the effect that the Transfer of the Interest to such Person is exempt from registration under those Laws.  The non-transferring Members, however, may waive the requirements of this Section 8.7.
 
Economic Interest Holders.  A transferee or successor to all or any portion of an Interest that is not admitted as a substituted Member of the Company shall be subject to all of the economic and non-economic obligations of a Member under this Agreement, including obligations to make Capital Contributions and reimbursement obligations, but shall not have any of the non-economic rights of a Member under this Agreement.  For clarity, the non-economic rights of a Member include, without limitation, rights to vote, consent or approve matters under this Agreement, inspection rights, audit rights, rights to indemnification, and all rights to make any claims or demands against the Company, any Member or the Manager under this Agreement, the Act or otherwise.  Each Member, by execution of this Agreement, acknowledges and agrees that any of its transferees or successors that is not admitted as a substituted Member of the Company shall be bound by this Section 8.8 and the other provisions of this Agreement.
 
Amended and Restated Limited Liability Company Agreement of Peak Gold, LLC: Page 35
 
ARTICLE IX
RESIGNATION, DISSOLUTION AND LIQUIDATION
 
Resignation.  A Member may resign from the Company only pursuant to the provisions of this Section 9.1.
 
(a)            Resignation for Default in Making Capital Contributions.  Upon the deemed resignation of a Delinquent Member under Section 9.1(c), such Delinquent Member shall, subject to and in accordance with Section 9.1(d), relinquish to the Company its entire Interest, free and clear of any Encumbrances created by, through or under the Delinquent Member, subject to the provisions of Section 9.1(e).  Other than the consideration described in the previous sentence and the rights of such Member that under Section 11.13 expressly survive the resignation or deemed resignation of a Member, the relinquishment by a Member of its Interest under this Section 9.1(a) shall be for no consideration whatsoever.
 
(b)            Voluntary Resignation.  Any Member may resign from the Company for any reason or no reason effective as of the end of the then current Program and Budget period by giving written notice to the other Member not later than sixty (60) days before the end of such Program and Budget period.  Upon such resignation, the resigning Member shall, subject to and in accordance with Section 9.1(d), relinquish to the Company its entire Interest, free and clear of Encumbrances created by, through or under the resigning Member, for no consideration whatsoever, other than the rights of such Member that under Section 11.13 expressly survive the resignation of a Member.
 
(c)            Involuntary Resignation - Elimination of Minority Interest.  A Member shall be deemed to have resigned from the Company as a Member under section 18-306(2) of the Act upon the reduction of the Member’s Interest to less than 5%.  Upon the deemed resignation, the resigning Member shall, subject to and in accordance with Section 9.1(d), relinquish to the Company its entire Interest, free and clear of Encumbrances created by, through or under the Member, in exchange for a payment equal to the Buyout Purchase Price as determined in accordance with Section 9.1(e).  Other than the consideration described in the previous sentence and the rights of the Member that under Section 11.13 expressly survive the resignation or deemed resignation of a Member, the relinquishment by a Member of its Interest under this Section 9.1(c) shall be for no consideration whatsoever.
 
(d)            Actions Upon Resignation.  Upon the resignation or deemed resignation of a Member, or the relinquishment of a Member’s Interest, the Member shall execute and deliver such instruments of assignment and conveyance, conveying its Interest to the Company (or to a designee of the Company designated by the other Member, which may include the other Member or its Affiliates) as the other Member reasonably requests.
 
(e)            Buyout.  If at the time of any Capital Contribution, the Interest of a Non-Contributing Member or a Delinquent Member (referred to in this Section 8.1(e) as a “Diluted Member”) is or as a result of such Capital Contribution becomes less than five percent (5%), the other Member shall have the right to buy-out the remaining Interest of the Diluted Member for a purchase price (the “Buyout Purchase Price”) equal to the product of: (i) the applicable Dollar Value Per Basis Point of Diluted Member Percentage Interest multiplied by (ii) the product (stated in basis points) of (1) the applicable Diluted Member Post Funding Interest multiplied by (2) 100, where:
 
Amended and Restated Limited Liability Company Agreement of Peak Gold, LLC: Page 36
(i)            “Diluted Member Attributable Share of Current Capital Call” means the result (in dollars) of (i) the amount of the relevant capital call (in dollars) multiplied by (ii) the Diluted Member’s Interest immediately prior to the capital call;
 
(ii)            “Diluted Member Post Funding Interest” means the result (stated as a percentage) of (i) the amount of the Diluted Member’s Capital Account (in dollars) immediately prior the capital call divided by (ii) the aggregate amount of both Members’ Capital Accounts immediately following the capital call (in dollars);
 
(iii)            “Buyout Factor” means the result (stated in basis points) of (a)(i) the Diluted Member’s Interest immediately prior to the capital call (stated as a percentage) minus (ii) the Diluted Member Post Funding Interest (stated as a percentage) multiplied by (b) 100; and
 
(iv)            “Dollar Value Per Basis Point of Diluted Member Percentage Interest” means the result (in dollars) of (i) the Diluted Member Attributable Share of Capital Call (stated in dollars) divided by (ii) the Buyout Factor (stated in basis points).
 
Non-Compete Covenant. A Member that has resigned or is deemed to have resigned or that has relinquished its Interest under Section 9.1, shall not, and shall cause its Affiliates not to, directly or indirectly acquire any interest in property within the Area of Interest or within the boundaries of the properties covered by the Tetlin Lease for 24 months after the effective date of the resignation, deemed resignation, or relinquishment.  If such former Member, or any Affiliate of such former Member, breaches this Section 9.2, such former Member shall or shall cause its Affiliate to offer to convey to the Company (or any other Person designated by the Company), without cost, any such property or interest so acquired.  Such offer shall be made in writing and may be accepted by the Company at any time within 90 days after its receipt by the Company.  In addition to any other remedies provided by this Agreement and applicable Law, each Member agrees that the Company (or any remaining Member, on behalf of the Company), may enforce this Section 9.2 through such legal or equitable remedies, including an injunction, as a court of competent jurisdiction shall allow without the necessity of proving actual damages or bad faith, and each Member waives, and shall cause its Affiliates to waive, any claim or defense that the Company (or any remaining Member, on behalf of the Company) has an adequate remedy at law and any requirement for the securing or posting of any bond in connection with such equitable remedy.
 
Dissolution.  The Company shall be dissolved only upon the unanimous agreement of the Members.
 
Amended and Restated Limited Liability Company Agreement of Peak Gold, LLC: Page 37
Liquidation.
 
(a)            Liquidator.  Promptly after the dissolution of the Company, the Manager shall appoint in writing one or more liquidators (who may be a Member or the Manager) who shall have full authority to wind up the affairs of the Company and to make a final distribution as provided in this Agreement.  The liquidator shall continue to conduct Operations with all of the power and authority of the Management Committee and the Manager.  Without limiting the previous sentence, the liquidator shall have the power and authority to complete any transaction and satisfy any obligation, unfinished or unsatisfied, at the time of dissolution, if the transaction or obligation arises out of Operations before the time of dissolution.  The liquidator shall have the power and authority to grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of the Company, encumber Assets, and take any other reasonable action in any matter with respect to which the Company continues to have, or appears or is alleged to have, an interest or liability.
 
(b)            Steps of Liquidator.  The steps to be accomplished by the liquidator are as follows:
 
(i)            As promptly as possible after dissolution, the liquidator shall cause a proper accounting to be made of the Company’s Assets, liabilities and Operations through the last day of the month in which the dissolution occurs.
 
(ii)            The liquidator shall pay all of the debts and liabilities of the Company or otherwise make adequate provision for such debts and liabilities (including, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine) to the extent required by the Act.
 
(iii)            The liquidator shall then by payment of cash or property (at the election of the liquidator, and, in the case of property, valued under Section 5.3 of Exhibit C) distribute to the Members such amounts or property as are required to distribute all remaining amounts or property to the Members in accordance with Section 7.2.
 
(c)            Distributions in Liquidation.  In connection with the liquidation of the Company, those Members that agree in writing may be distributed in-kind undivided interests in the Assets of the Company.  For purposes of this Section 9.4, a distribution of an Asset or an undivided interest in an Asset in-kind to a Member shall be considered a distribution of an amount equal to the fair market value of such Asset or undivided interest as determined under Section 5.3 of Exhibit C.  Each Member shall have the right to designate another Person to receive any property that otherwise would be distributed in kind to that Member under this Section 9.4.  Any real property, including any mineral interests, distributed to the Members shall be conveyed by special warranty deed subject to all Encumbrances, contracts and commitments then in effect with respect to such property, which shall be assumed by the Members receiving such real property.  The distribution of cash or property to the Members in accordance with the provisions of this Section 9.4 shall constitute a complete return to the Members of their respective Capital Contributions and a complete distribution to the Members of their respective interests in the Company and all Company property.  Without limiting the provisions of this Agreement that under Section 11.13 survive the termination of the Company, no Member shall have any obligation to contribute to the Company or pay to any other Member any deficit balance in such Member’s Capital Account.
 
Amended and Restated Limited Liability Company Agreement of Peak Gold, LLC: Page 38
(d)            Compliance with Laws; Timing.  Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable Laws pertaining to the winding up of the affairs of the Company and the final distribution of its Assets.  Liquidation of the Company shall be completed within the time limits imposed by Treasury Regulations section 1.704-1(b)(2)(ii) and (g).
 
Termination.  Upon the completion of the distribution of the Company’s Assets as provided in Section 9.4, the Company shall be terminated and the liquidator shall file a certificate of cancellation of the certificate of formation of the Company and shall take such other actions as may be necessary to terminate the existence of the Company.
 
 
ARTICLE X
AREA OF INTEREST; ABANDONMENT
 
Acquisitions Within Area of Interest.
 
(a)            General.  Except for any additional interests that CORE Alaska acquires in the State Claims that are subject to the Company’s option under the Option Agreement and as provided in this Section 10.1, no Member shall, or permit any of its Affiliates to, acquire any interest or right to acquire any interest in any real property, minerals or water rights relating to real property wholly or partially within the Area of Interest (collectively, “Covered Real Property”), either directly or indirectly, alone, or as a member, partner, stockholder or other investor in any Person, at any time until the earlier of (i) the termination of the Company and (ii) the date that is 24 months after the date that such Person no longer is a Member in the Company for any reason not addressed in Section 9.2.  In addition to any other remedies provided by this Agreement and applicable Law, each Member agrees that the Company (or any Member, on behalf of the Company), may enforce this Section 10.1 through such legal or equitable remedies, including an injunction, as a court of competent jurisdiction shall allow without the necessity proving actual damages or bad faith, and each Member waives, and shall cause its Affiliates to waive, any claim or defense that the Company (or any remaining Member, on behalf of the Company) has an adequate remedy at law and any requirement for the securing or posting of any bond in connection with such equitable remedy. For purposes of this Section 10.1, the term “Affiliate” does not include the Company.
 
(b)            Notice to Other Member.  Within 20 days after the acquisition by any Member (the “Acquiring Member”) or any Affiliate of the Acquiring Member of any Covered Real Property (excluding Covered Real Property acquired by or on behalf of the Company under a Program), the Acquiring Member shall provide written notice to the other Member of such acquisition.  The Acquiring Member’s notice shall describe in detail the terms of the acquisition (including the associated costs), the Covered Real Property subject to the acquisition, whether or not the Acquiring Member believes the acquisition of the Covered Real Property by the Company is in its best interests, and the reasons for its conclusions.  In addition to the notice, the Acquiring Member shall make any and all information concerning the Covered Real Property and the terms of the acquisition available for inspection by the other Member.
 
Amended and Restated Limited Liability Company Agreement of Peak Gold, LLC: Page 39
(c)            Option Exercised.  If, within 15 days after receiving the Acquiring Member’s notice, the other Member provides notice to the Acquiring Member that it elects to participate in the Covered Real Property, the Acquiring Member shall, or shall cause its Affiliate to, convey to the Company (or to the other Member or another entity as mutually agreed by the Members), by special warranty deed, its entire interest or right to acquire the Covered Real Property (or if to the other Member, a proportionate undivided interest in the Covered Real Property based on the Interests of the Members), free and clear of all Encumbrances arising by, through or under the Acquiring Member and its Affiliates, other than those to which both Members have agreed.  If conveyed to the Company, the Covered Real Property shall become a part of the Properties for all purposes of this Agreement immediately upon the notice of such other Member’s election to participate.  Such other Member shall promptly pay to the Acquiring Member its proportionate share based on Interests of the Acquiring Member’s and its Affiliates’ actual out-of-pocket acquisition costs.
 
(d)            Option Not Exercised.  If the other Member does not give notice of its election to participate within the 15-day period in Section 10.1(c), neither such other Member nor the Company shall have any interest in the Covered Real Property, and the Covered Real Property shall not be a part of the Properties or otherwise be subject to this Agreement.
 
Surrender or Abandonment of Property.  The Management Committee may authorize the Manager to surrender or abandon part or all of the Properties comprising State of Alaska updated mining claims (“Claims”).  If the Management Committee authorizes such surrender or abandonment over the objection of a Member, subject to the terms of any Company indebtedness or other contractual or legal restrictions binding on the Company, the Member that desires to retain such Claims shall be distributed such Claims without cost to such Member by special warranty deed, free and clear of all Encumbrances created by, through or under the Member that desires for such Claims to be surrendered or abandoned (but subject to any Encumbrances previously created thereon by the Company or existing at the time such Claims were acquired by the Company), which Claims the Members agree shall be assigned an agreed fair market value as of the time of distribution of zero dollars.  As and to the extent provided in Section 4.4, the Member that desires to abandon or surrender such Claims shall remain liable to reimburse the acquiring Member and its Indemnified Member Parties for its share (determined by Interests as of the date of such distribution) of any Adverse Consequences with respect to such Claims, including Continuing Obligations, Environmental Liabilities and Environmental Compliance, whether accruing before or after the date of such distribution, arising out of activities before the date of such distribution.
 
Amended and Restated Limited Liability Company Agreement of Peak Gold, LLC: Page 40
 
ARTICLE XI
MISCELLANEOUS
 
Confidentiality.
 
(a)            Subject to Section 11.1(b), each Member and the Manager shall keep confidential and not use, reveal, provide or transfer to any third party any Confidential Information that it obtains or has obtained concerning the Company or the other Member without the prior written consent of the other Member, which consent shall not be unreasonably withheld or delayed, except (i) to the extent that disclosure to a third party is required by Law, (ii) information that, at the time of disclosure, is generally available to the public (other than as a result of a breach of this Agreement or any other confidentiality agreement to which such Person is a party or of which it has knowledge), as evidenced by generally available documents or publications, and (iii) information that was in the disclosing party’s possession before the Effective Date (as evidenced by appropriate written materials) and was not acquired directly or indirectly from the Company or the other Member (including in its capacity as the Manager).
 
(b)            Notwithstanding Section 11.1(a), Confidential Information may be disclosed without consent to (i) a consultant, contractor, subcontractor, officer, director or employee of the Company, the Manager or any Member or any of their respective Affiliates that has a bona fide need to be informed of the Confidential Information, (ii) any third party to whom the disclosing Member or Manager contemplates a Transfer of all or any part of its Interest or the Assets, (iii) any actual or potential lender, underwriter or investor for the sole purpose of evaluating whether to make a loan to or an investment in the disclosing Member or the Company, or (iv) in connection with a press release or public announcement under Section 11.2.
 
(c)            As to any disclosure under clause (i), (ii) or (iii) of Section 11.1(b), (i) the disclosing Member or Manager shall give notice to the other Member concurrently with the making of the disclosure, (ii) only such Confidential Information as the recipient has a legitimate business need to know shall be disclosed, (iii) the recipient shall first agree in writing to protect the Confidential Information from further disclosure to the same extent as the Members and the Manager are obligated under this Section 11.1, and (iv) the disclosing Member or Manager shall be responsible and liable for any use or disclosure by any such recipient that would constitute an impermissible use or disclosure by the disclosing Member or Manager.
 
(d)            A Member or Manager shall continue to be bound by this Section 11.1 until the earlier of (i) the date that is 2 years after the cancellation of the certificate of formation of the Company (notwithstanding the resignation or deemed resignation of such Member or Manager or the Transfer by such Member of its entire Interest), and (ii) the date that is 2 years after the resignation or deemed resignation of such Member or Manager or, in the case of a Member, the Transfer by such Member of its entire Interest; provided that with respect to any Confidential Information that constitutes “trade secrets” of a Member or the Company under the Uniform Trade Secrets Act or similar applicable Laws, the provisions of this Section 11.1 shall survive indefinitely.
 
Public Announcements.  Any Member may issue any press release or make any public disclosure concerning the Company or Operations that it believes in good faith is required by applicable Law or any listing or trading agreement concerning its publicly traded securities or the publicly traded securities of any of its Affiliates; provided that if a Member or any of its Affiliates intends to issue such a press release or make such a disclosure, it shall use commercially reasonable efforts to advise the other Member before issuing the press release or making the disclosure, and provided further that CORE Alaska shall use commercially reasonable efforts to provide Skip Sub an opportunity to review and comment on any such disclosure.  Except as provided in the previous sentence, neither the Company, any Member, the Manager, nor any of their respective Affiliates, shall issue any press release or make any public announcement relating to the Company or Operations without the prior written approval of the Management Committee.
 
Amended and Restated Limited Liability Company Agreement of Peak Gold, LLC: Page 41
Notices.  All notices to the Members or the Manager shall be in writing to the applicable address on the signature page to this Agreement, and shall be given (i) by personal delivery or recognized international overnight courier, (ii) by electronic communication, with a confirmation sent by registered or certified mail return receipt requested, or (iii) by registered or certified mail return receipt requested.  All notices shall be effective and shall be deemed delivered (a) if by personal delivery or by overnight courier, on the date of delivery if delivered before 5:00 p.m. local destination time on a Business Day, otherwise on the next Business Day after delivery, (b) if by electronic communication on the Business Day after receipt of the electronic communication, and (c) if solely by mail, on the Business Day after actual receipt.  A Member or Manager may change its address by notice to the other Members.
 
Headings. The subject headings of the Articles, Sections and subsections of this Agreement and the Exhibits to this Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any of their provisions.
 
Waiver.  Except for waivers specifically provided for in this Agreement, rights under this Agreement may not be waived except by an instrument in writing signed by the Member or Manager to be charged with the waiver.  The failure of a Member or the Manager to insist on the strict performance of any provision of this Agreement or to exercise any right, power or remedy upon a breach of this Agreement shall not constitute a waiver of any provision of this Agreement or limit the Member’s or the Manager’s rights thereafter to enforce any provision or exercise any right.
 
Amendment.  Except for (a) amendments executed by the Manager in connection with the admission of additional or substituted Members under Sections 2.6 or 8.5(e), and (b) deemed amendments under Section 11.7, notwithstanding the definition of “limited liability company agreement” contained in section 18-101(7) of the Act or any other contrary provision of the Act, no amendment, restatement, modification, or supplement of or to this Agreement shall be valid or shall constitute part of the “limited liability company agreement” of the Company unless it is made in a writing duly executed by each Member, which writing specifically indicates that it is amending, restating, modifying or supplementing this Agreement.  To the extent reasonably possible, minutes, resolutions and consents of the Management Committee that are executed or approved by at least one Representative of each Member shall be read in a manner consistent with this Agreement.  To the extent of any irreconcilable conflict between any provision of this Agreement and any such minutes, resolutions or consents, this Agreement shall control.  Under no circumstances shall any consent or approval of the Management Committee that is not executed or approved by each Member or at least one Representative of each Member amend, restate, modify or supplement this Agreement.
 
Severability.  If at any time any covenant or provision contained in this Agreement is deemed in a final, non-appealable ruling of a court of competent jurisdiction to be invalid or unenforceable, such covenant or provision shall be considered divisible and shall be deemed immediately amended and reformed to include only such portion of such covenant or provision as such court has held to be valid and enforceable.  Such covenant or provision, as so amended and reformed, shall be valid and binding as though the invalid or unenforceable portion had not been included in this Agreement.
 
Amended and Restated Limited Liability Company Agreement of Peak Gold, LLC: Page 42
Force Majeure.  Except for any obligation to make Capital Contributions or other funding or payment obligations when due under this Agreement, the obligations of a Member or the Manager shall be suspended to the extent and for the period that performance is prevented in whole or in part by a Force Majeure Event.  The affected Member or Manager shall promptly give notice to the other Member of the Force Majeure Event and the suspension of performance, stating in the notice the nature of and the reasons for the Force Majeure Event and its estimated duration.  The affected Member or Manager shall resume performance as soon as reasonably possible.
 
Rules of Construction.  Each Member, Manager or other party to or bound by this Agreement acknowledges that it has been represented by counsel during the negotiation, preparation and execution of this Agreement or the acquisition of its Interest or other interest in the Company.  Each such party therefore waives the application of any Law or rule of construction providing that ambiguities in an agreement or other document shall be construed against the drafter of the agreement or document.
 
Governing Law.  This Agreement, and the rights and liabilities of the Members under this Agreement, shall be governed by and interpreted in accordance with the Laws of the State of Delaware, except for its rules as to conflicts of Laws that would apply the Laws of another state.
 
Waiver of Jury Trial; Consent to Jurisdiction.  THE PARTIES TO AND BOUND BY THIS AGREEMENT HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING, WHETHER NOW EXISTING OR ARISING IN THE FUTURE, ARISING UNDER OR RELATING TO THIS AGREEMENT OR OTHERWISE RELATING TO THE COMPANY OR OPERATIONS, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. EACH SUCH PARTY AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS SECTION 11.11 WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT IRREVOCABLY TO WAIVE A TRIAL BY JURY.  Each party to or bound by this Agreement agrees and consents to be subject to the exclusive jurisdiction of the Delaware Court of Chancery and the appellate courts sitting in the State of Delaware in any action or proceeding seeking to enforce any provision of or based on any right arising under or relating to this Agreement or otherwise relating to the Company or Operations.
 
Further Assurances.  Each Member and the Manager agrees to take from time to time such actions and execute such additional instruments as may be reasonably necessary or convenient to implement and carry out the intent and purpose of this Agreement.
 
Amended and Restated Limited Liability Company Agreement of Peak Gold, LLC: Page 43
Survival.
 
(a)            Resignation, Relinquishment, Redemption and Transfer.  After the resignation or deemed resignation of a Member, the relinquishment or redemption of a Member’s Interest, or the Transfer by a Member of its entire Interest in the Company, such former Member shall have no further rights or obligations as a Member of the Company relating to periods after the date of the resignation, deemed resignation, relinquishment, redemption or Transfer; provided, that after such resignation, deemed resignation, relinquishment, redemption or Transfer, such former Member shall (i) not be released, either in whole or in part, from any liability of such Member to the Company or the other Members under this Agreement or otherwise relating to periods through the date of such resignation, deemed resignation, relinquishment, redemption or Transfer, unless each other Member agrees in writing to any such release, (ii) remain liable to each other Member and former Member and their respective Indemnified Member Parties for its reimbursement and indemnification obligations under Sections 4.3 and 4.4, and (iii) shall continue to have the right to enforce the indemnification and reimbursement obligations of the Company, the other Members and the former Members under Sections 4.2, 4.3 and 4.4 with respect to actions, omissions or events occurring before the date of such resignation, deemed resignation, relinquishment, redemption or Transfer, notwithstanding any amendment, restatement, modification or supplement to this Agreement adopted after the date of such resignation, deemed resignation, relinquishment, redemption or Transfer that attempts to limit or restrict such rights.  In addition, a former Member shall continue to be subject to its obligations, if any, under Section 9.2 after the resignation or deemed resignation of such former Member.
 
(b)            Dissolution, Liquidation and Termination.  After the dissolution, liquidation and termination of the Company, (i) each Person that was a Member as of the date of the dissolution of the Company shall be entitled to copies of all information acquired by or on behalf of the Company on or before the date of termination and not previously furnished to such Person, (ii) if any former Member continues to own all or any portion of the Properties, each Person that was a Member as of the date of dissolution of the Company shall continue to have rights of ingress and egress to such Properties for purposes of ensuring Environmental Compliance, and (iii) each former Member (regardless whether such Person was a Member as of the date of the dissolution of the Company) shall remain liable for (A) its indemnification and reimbursement obligations under Sections 4.3 and 4.4, subject to Section 4.5, and (B) its Capital Contribution obligations under Sections 3.3 and 3.4, but only in the case of this clause (B) to the limited extent provided in Section 5.6(e).
 
(c)            Survival of Provisions.  The provisions of this Agreement shall survive any event described in Section 11.13(a) and (b) to the fullest extent necessary for the enforcement of such provisions and the protection of the Members, the Manager or other Persons in whose favor such provisions run.
 
No Third Party Beneficiaries.  Except to the extent specifically provided in this Agreement with respect to the Indemnified Member Parties (who are express third party beneficiaries of this Agreement solely to the extent provided in this Agreement), this Agreement is for the sole benefit of the Members, the Manager and the Representatives, and no other Person (including any creditor of the Company, the Members, the Indemnified Member Parties and the Manager), is intended to be a beneficiary of this Agreement or shall have any rights under this Agreement.  Except as specifically provided in this Agreement, no Person (including any named third party beneficiary) shall have a right to approve any amendment or modification, or waiver under, this Agreement.
 
Amended and Restated Limited Liability Company Agreement of Peak Gold, LLC: Page 44
Entire Agreement.  This Agreement and the CORE Membership Interest Purchase Agreement contain the entire understanding of the Members and the Manager with respect to the Company and supersede all prior agreements, understandings and negotiations relating to the subject matter of this Agreement and the CORE Membership Interest Purchase Agreement.
 
Parties in Interest.  This Agreement shall inure to the benefit of the permitted successors and permitted assigns of the Members and the Manager, and shall be binding upon the successors and assigns of the Members and the Manager (whether or not permitted).  In the event of any conflict between this Agreement, on the one hand, and the CORE Membership Interest Purchase Agreement, on the other hand, the terms of this Agreement shall control.
 
Counterparts; Delivery by Electronic Transmission.
 
(a)            This Agreement may be executed in multiple counterparts, and all such counterparts taken together shall constitute the same document.  Documents executed, scanned (in .PDF or similar reprographic format), and/or executed electronically using electronic signature software (e.g. DocuSign or similar software),or similar methods (each a method of “Electronic Execution”) and transmitted electronically shall be deemed original signatures for purposes of this Agreement and all matters related thereto, with such Electronic Execution having the same legal and binding effect as original signatures.  The parties agree that this Agreement may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act (“E-Sign Act”), Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act (“UETA”) and any applicable state law.  Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties the same as if it were physically executed.  The parties (a) consent to the Electronic Execution of this Agreement and the use of electronic signatures, (b) intend to be bound by the signatures on any document delivered via Electronic Execution, (c) are aware that the other party will rely on such Electronic Execution and electronic signatures and (d) waive any defenses to the enforcement of the terms of this Agreement based on Electronic Execution or electronic signatures.
 
(b)            This Agreement and any amendments hereto, to the extent signed and delivered by means of .PDF or other electronic transmission, will be treated in all manner and respects as an original contract and will be considered to have the same binding legal effects as if it were the original signed version thereof delivered in-person.  No party or any party to any such contract will raise the use of a .PDF or other electronic transmission to deliver a signature or the fact that any signature or contract was transmitted or communicated through the use of .PDF or other electronic transmission as a defense to the formation of a contract and each party forever waives any such defense.
 
Rule Against Perpetuities.  The Members do not intend that there shall be any violation of the Rule Against Perpetuities, the Rule Against Unreasonable Restraints on the Alienation of Property, or any similar rule.  Accordingly, if any right or option to acquire any interest in the Properties, in an Interest, in the Assets, or in any real property exists under this Agreement, such right or option must be exercised, if at all, so as to vest such interest within time periods permitted by applicable rules.  If, however, any such violation should inadvertently occur, the provisions of this Agreement shall be revised in such a way as to approximate most closely the intent of the Members within the limits permissible under such rules.
 
[Signatures on Next Page]
 
Amended and Restated Limited Liability Company Agreement of Peak Gold, LLC: Page 45

The parties have executed this Agreement on the dates indicated below to be effective for all purposes as of the Effective Date.

 
MEMBERS:
 
Skip Sub, Inc.
Address:
 
5075 S Syracuse Street, 8th Floor,
By: /s/ Martin D. Litt
Denver, Colorado 80237
Attention: Martin D. Litt
Name: Martin D. Litt
Title: President, Secretary and General Counsel
Email: 
Date: October 1, 2020
   
 
CORE Alaska, LLC
Address:
 
3700 Buffalo Speedway, Suite 925
Houston, Texas 77098
By: /s/ Rick Van Nieuwenhuyse
Name: Rick Van Nieuwenhuyse
Attention: Rick Van Nieuwenhuyse
Title: President and Chief Executive Officer
Email: 
Date: October 1, 2020
   
 
COMPANY:
   
 
Peak Gold, LLC
 
By: Skip Sub, Inc.
 
Its: Manager
   
Address:
 
5075 S Syracuse Street, 8th Floor,
Denver, Colorado 80237
By: /s/ Martin D. Litt
Name: Martin D. Litt
Attention: Martin D. Litt
Title: President, Secretary and General Counsel
Email: 
Date: October 1, 2020

Schedule 3.2

to Amended and Restated Limited Liability Company Agreement of Peak Gold, LLC

(a)            Skip Sub Capital Contributions and Capital Account Balance--$92,500,000
 
(b)            CORE Alaska Capital Contributions and Capital Account Balance--$39,642,857
 
APPENDIX A
 
Defined Terms

 
1.            Defined Terms.  As used in the Agreement, the following capitalized terms have the following meanings given:
 
“Accounting Procedure” means the accounting and other procedures in Exhibit B.
 
“Accounting Standards” means IFRS or other generally accepted accounting principles.
 
“Act” means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq.
 
“Adverse Consequences” mean with respect to a Person, claims, actions, causes of action, damages, losses, liabilities, obligations, penalties, judgments, amounts paid in settlement, assessments, costs, disbursements and expenses (including reasonable attorneys’ fees and costs, experts’ fees and costs, and consultants’ fees and costs) of any kind or nature against, suffered or incurred by the Person, including, if the Person is a Member, any of the foregoing suffered or incurred by the Company to the extent funded by Capital Contributions of the Member to the Company, but excluding any diminution in the value of the Company or its Assets or any Interest.
 
“Affiliate” means with respect to a Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with, the subject Person.  Notwithstanding the previous sentence, the Company shall not be considered an Affiliate of either Member or any of their respective Affiliates.
 
“Applicable Spot Price” means, for any refined gold or refined silver, the arithmetic average of the relevant daily quoted price for a relevant mineral over the previous 5 Business Days, which quoted price (a) for gold shall be the Reference Price (Gold), (b) for silver shall be the Reference Price (Silver), and (c) for all other minerals shall be the relevant LME official settlement quotation for such mineral, or if a price for the relevant mineral is not quoted by the LME, another generally accepted quotation for such mineral as identified by the Manager, acting reasonably.
 
“Area of Interest” means the area described as the “Area of Interest” in Exhibit A.
 
“Assets” means the Properties, Products and all other real and personal property, tangible and intangible, including existing or after-acquired properties, and all contract rights, in each case held by the Company.
 
“Budget” means a detailed estimate of all costs to be incurred and a schedule of Capital Contributions to be made by the Members with respect to a Program.
 
“Business” means the conduct of the business of the Company in furtherance of the purposes stated in Section 2.3 and in accordance with this Agreement.
 
“Business Account” means the account maintained by the Manager for the Company in accordance with the Accounting Procedure.
 
“Business Day” means any day on which federally chartered banks are generally open for business in Fairbanks, Alaska.
 
“Capital Account” means the capital account maintained for each Member in accordance with Treasury Regulations section 1.704-1(b)(2)(iv).
 
“Capital Contribution” means, with respect to a Member, the sum of (a) the dollar amounts of any cash and cash equivalents contributed by the Member to the capital of the Company, plus (b) the fair market value, as agreed by all of the Members, or if they cannot agree, as determined by the Management Committee, of any property (other than cash or cash equivalents) contributed by the Member to the capital of the Company.  In the context of a proposed or adopted Program and Budget, Capital Contribution means the proposed or actual amount of capital that each Member is required to contribute to the Company from time to time to fund the Program and Budget.
 
“Code” means the Internal Revenue Code of 1986, as amended.
 
“Confidential Information” means all information, data, knowledge and know-how (including formulas, patterns, compilations, programs, devices, methods, techniques and processes) provided by the Company, a Member or the Manager, any of their respective Affiliates, or any of their respective employees or agents, to any of the foregoing that either (a) derive independent economic value, actual or potential, as a result of not being generally known to, or readily ascertainable by, third parties and that are the subject of efforts that are reasonable under the circumstances to maintain their secrecy, or (b) that are designated by the providing Person as confidential, in each case including all analyses, interpretations, compilations, studies and evaluations based on the information, data, knowledge and know-how that are generated or prepared by or on behalf of the recipient of the information, data, knowledge or know-how.
 
“Continuing Obligations” means obligations or responsibilities that are reasonably expected to or actually continue or arise after Operations on a particular area of the Properties have ceased or are suspended, such as future monitoring, stabilization, or Environmental Compliance.
 
“Contributed Capital” means the aggregate amount of Capital Contributions made by each Member to the Company; provided, however, that for purposes of determining Contributed Capital (but not for purposes of maintaining the Capital Accounts) after an election under Section 3.5(c) or Section 3.5(b)(iv)(A), (a) the Contributed Capital of the Non-Defaulting Member shall be increased by (i) the Default Amount; multiplied by (ii) the Dilution Multiple, and (b) the Contributed Capital of the Delinquent Member shall be decreased by (i) the amount calculated in clause (a) above; minus (ii) the Default Amount.  In the case of an election under Section 3.5(b)(iv)(A), the Default Amount shall equal the unpaid portion of the Default Loan and all accrued and unpaid interest.  The amount contributed on behalf of the Delinquent Member by the Non-Defaulting Member is not intended to affect the Members’ Capital Accounts.
 
“Control” means (a) when used as a verb, (i) with respect to an entity, the ability, directly or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of the entity through the legal or beneficial ownership of voting securities or the right to appoint managers, directors or corporate management, or by contract, operating agreement, voting trust or otherwise, and (ii) with respect to a natural person, the actual or legal ability to control the actions of another, through family relationship, agency, contract or otherwise, and (b) when used as a noun, an interest that gives the holder the ability to exercise any of the powers described in clause (a).
 
“CORE” means CONTANGO ORE, Inc., a Delaware corporation.
 
“CORE Membership Interest Purchase Agreement” means that Membership Interest Purchase Agreement dated September 29, 2020, pursuant to which Skip Sub acquired a 30% Interest in the Company from CORE Alaska.
 
“Default Rate” means a rate per annum equal to the lesser of (a) the Prime Rate plus three percentage points, and (b) the maximum non-usurious rate permitted by applicable Law.
 
“Development” means all preparation (other than Exploration) for the removal and recovery of Products, including pre-stripping, stripping and the construction or installation of a mill, leach facilities, or any other improvements or infrastructure to be used for the mining, handling, milling, processing or other beneficiation of Products, and all related Environmental Compliance.
 
“Dilution Multiple” means 2.00.
 
“Encumbrance” means any mortgage, deed of trust, security interest, pledge, lien, right of first refusal, right of first offer, other preferential right, profits interest, net profits interest, royalty interest, overriding royalty interest, conditional sale or title retention agreement, or other burdens of any nature.
 
“Environmental Compliance” means actions performed during or after Operations to comply with the requirements of all Environmental Laws or contractual commitments related to reclamation of the Properties or other compliance with Environmental Laws.
 
“Environmental Compliance Fund” means the account established under Section 2.14 of Exhibit B.
 
“Environmental Laws” means Laws aimed at reclamation or restoration of the Properties; abatement of pollution; protection of the environment; protection of wildlife, including endangered species; ensuring public safety from environmental hazards; employee health and safety; protection of cultural or historic resources; management, storage or control of hazardous materials and substances; releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes into the environment, including ambient air, surface water and groundwater; and all other Laws relating to the existence, manufacture, processing, distribution, use, treatment, storage, disposal, recycling, handling or transport of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes.
 
“Environmental Liabilities” means any and all Adverse Consequences (including liabilities for studies, testing or investigatory costs, cleanup costs, response costs, removal costs, remediation costs, containment costs, restoration costs, corrective action costs, closure costs, reclamation costs, natural resource damages, property damages, business losses, personal injuries, penalties or fines) that are asserted against the Company, either Member or the Manager, by any Person other than the other Members, arising out of, based on or resulting from (a) the presence, release, threatened release, discharge or emission into the environment of any hazardous materials or substances existing or arising on, beneath or above the Properties or emanating, migrating or threatening to emanate or migrate from the Properties to off-site properties, (b) physical disturbance of the environment, or (c) the violation or alleged violation of any Environmental Laws.
 
“Exchange Act” means the Securities Exchange Act of 1934, together with the rules and regulations promulgated by the United States Securities and Exchange Commission under the statute.
 
“Existing Data” means (a) all records, information and data relating to title to the Properties or environmental conditions at or pertaining to the Properties, (b) all maps, assays, surveys, technical reports, drill logs, samples, mine, mill, processing and smelter records, and metallurgical, geological, geophysical, geochemical, and engineering data, and interpretive reports derived therefrom, and (c) all production reports, accounting and financial records, and other material information, in each case pertaining to or developed in operations on the Properties in the possession of, or reasonably available to, Skip Sub or CORE Alaska as of the Effective Date.
 
“Exploration” means all activities directed toward ascertaining the existence, location, quantity, quality or commercial value of deposits of Products, including drilling required to delineate resources or reserves after discovery of potentially commercial mineralization, and all related Environmental Compliance.
 
“FGMI” means Fairbanks Gold Mining, Inc., a Delaware corporation.
 
“Force Majeure Event” means, with respect to the Manager or any Member, any cause, condition, event or circumstance, whether foreseeable or unforeseeable, beyond its reasonable control, including the following to the extent beyond its reasonable control: (a) labor disputes (however arising and whether or not employee demands are reasonable or within the power of the Member or Manager to grant), (b) the inability to obtain on reasonably acceptable terms any Permit or private license, consent or other authorization, and any actions or inactions by any Governmental Authorities or private third parties that delay or prevent the issuance or granting of any Permits or other authorization required to conduct Operations beyond the reasonable expectations of the Member or Manager seeking the Permit or other authorization, including (i) the failure to complete any review and analysis required by the National Environmental Policy Act or any similar state law within 24 months of initiation of that process, and (ii) an appeal of the issuance of a Permit or authorization that revokes, suspends or curtails the right under the Permit or authorization to conduct Operations, (c) changes in Law, and instructions, requests, judgments and orders of Governmental Authorities, (d) curtailments or suspensions of activities to remedy or avoid an actual or alleged, present or prospective violation of Environmental Laws, (e) acts of terrorism, acts of war, and conditions arising out of or attributable to terrorism or war, whether declared or undeclared, (f) riots, civil strife, insurrections and rebellions, (g) fires, explosions and acts of God, including earthquakes, storms, floods, sink holes, droughts and other adverse weather conditions, (h) delays and failures of suppliers to supply, or of transporters to deliver, materials, parts, supplies, services or equipment, (i) existing or future pandemics or epidemics, (j) contractors’ or subcontractors’ shortage of, or inability to obtain, labor, transportation, materials, machinery, equipment, supplies, utilities or services, (k) accidents, (l) breakdowns of equipment, machinery or facilities, (m) actions by native rights groups, environmental groups, or other similar special interest groups, and (n) other causes, conditions, events and circumstances, whether similar or dissimilar to the foregoing, beyond its reasonable control.
 
“Governmental Authority” means any domestic or foreign national, regional, state, tribal, or local court, governmental department, commission, authority, central bank, board, bureau, agency, official, or other instrumentality exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of or pertaining to government.
 
“Governmental Fees” means all location fees, mining claim rental fees, mining claim maintenance payments, recording or filing fees and other payments required by Law to be paid to any Governmental Authority to locate or maintain any licenses, permits, unpatented mining claims, concessions, fee lands, mining leases, surface leases or other tenures included in the Properties.
 
“IFRS” means International Financial Reporting Standards.
 
“Insolvency Event” means, with respect to a Person, the occurrence of any of the following events: (a) a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of the Person’s assets is appointed and the appointment is neither made ineffective nor discharged within 60 days after the making thereof, or the appointment is consented to, requested by, or acquiesced in by the Person, (b) the Person commences a voluntary case, or consents to the entry of any order for relief in an involuntary case, under any applicable bankruptcy, insolvency or similar Law, (c) the Person consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets, (d) the Person makes a general assignment for the benefit of creditors or fails generally to pay its debts as they become due, or (e) entry is made against the Person of a judgment, decree or order for relief affecting a substantial part of its assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar Law.
 
“Interest” means, with respect to a Member (a) the limited liability company interest of the Member, including the Member’s Capital Account and share of items of Profit, Loss and credits of, and the right to receive distributions (liquidating or otherwise) from the Company under the terms of this Agreement, (b) the Member’s status as a Member, (c) all other rights, benefits and privileges enjoyed by the Member in its capacity as a Member, including the Member’s rights to vote, consent and approve those matters described in this Agreement, and (d) all obligations, duties and liabilities imposed on the Member under this Agreement in its capacity as a Member (but not in the capacity of a Manager or other capacity).  The Interest of a Member shall be reflected as a percentage, reflecting the percentage interest of the Member in certain allocations of items of Profit, Loss and credit and certain distributions of cash or property, as the percentage interest may from time to time be adjusted under this Agreement.  Interests shall be calculated to three decimal places and rounded to two (e.g., 1.519% rounded to 1.52%).  Decimals of 0.005 or more shall be rounded up to 0.01. Decimals of less than 0.005 shall be rounded down.  The initial Interests of the Members as of the Effective Date are in Section 3.1(a).
 
“Law” means all applicable federal, provincial, state, local, municipal, tribal and foreign laws (statutory or common), rules, ordinances, regulations, grants, concessions, franchises, licenses, orders, directives, judgments, decrees, and other governmental restrictions, including permits and other similar requirements, whether legislative, municipal, administrative or judicial in nature.
 
“LBMA” means the London Bullion Market Association.
 
“LBMA Good Delivery Rules” means the Good Delivery Rules for Gold and Silver Bars – Specifications for Good Delivery Bars and Application Procedures for Listing, as amended from time to time.
 
“Leased Property” means the undivided 100% leasehold interest in certain fee lands in the Fairbanks Recording District, Alaska, covered by the Tetlin Lease and other certain lease and sublease agreements, as more particularly identified and described in Exhibit A.
 
“LME” means the London Metal Exchange or any successor to such organization.
 
“Loss” mean any item of loss or deduction of the Company as determined under the capital accounting rules of Treasury Regulation § 1.704-1(b)(2)(iv) for purposes of adjusting the capital accounts of the Members including, without limitation, the provisions of paragraphs (b), (f) and (g) of those regulations relating to the computation of items of deduction and loss.
 
“Member” and “Members” mean Skip Sub and CORE Alaska and any other Person admitted as a substituted or additional Member of the Company under this Agreement.  The term “Member” also includes a former Member, but only to the extent of any rights or obligations under this Agreement that expressly survive the resignation of the Member, the Transfer of the Member’s Interest or the dissolution and liquidation of the Company.
 
“Misconduct” means, with respect to a Member (a) an unauthorized act or assumption of liability by the Member, or any of its directors, officers, employees, agents and attorneys done or undertaken, or apparently done or undertaken, on behalf of the Company or the other Member, except under the authority expressly granted in this Agreement or as otherwise agreed in writing by the Members, (b) a material breach by the Member in its capacity as a Member (but not in its capacity as a Manager or Representative) of any covenant contained in this Agreement, or (c) if the Member or an Affiliate of the Member is the Manager, a material breach by the Manager of any of its obligations under this Agreement that (i) constitutes a breach of its standard of care under Section 5.4, as limited by Section 5.5 and (ii) continues for 30 days after notice from any other Member demanding performance (unless the Manager in good faith disputes the existence of the material breach).
 
“Mining” means the mining, extracting, producing, handling, milling or other processing of Products, and all related Environmental Compliance.
 
“Omnibus Royalty Agreement” means that Omnibus Second Amendment and Restatement of Royalty Deeds and Grant and Deed of Additional Royalty, dated September 29, 2020, by and among the Company and Royal Gold (as amended, modified, supplemented, and restated now or from time to time in the future).
 
“Operations” means the activities and operations of the Company.
 
“Option Agreement” means that Option Agreement, dated September 29, 2020 by and between Contango Minerals Alaska, LLC and the Company.
 
“Peak Gold’s Metals Account” means the metals depository account established for the Company with the applicable smelter or refiner under the Toll Milling Agreement.
 
“Permit” means any permit, franchise, license, authorization, order, certificate, registration, variance, settlement, compliance plan or other consent or approval granted by any Governmental Authority.
 
“Permitted Encumbrance” means, with respect to any Assets, (a) Encumbrances specifically approved by the Management Committee, (b) mechanic’s, materialmen’s or similar Encumbrances if payment of the secured obligation is not yet overdue or being contested in good faith, (c) Encumbrances for Taxes, assessments, obligations under workers’ compensation or other social welfare legislation or other requirements, charges or levies of any Governmental Authority, in each case not yet overdue or being contested in good faith, (d) Encumbrances existing at the time of, or created concurrent with, the acquisition of the Assets, (e) easements, servitudes, rights-of-way and other rights, exceptions, reservations, conditions, limitations, covenants and other restrictions that do not materially interfere with, materially impair or materially impede the Business or Operations or the value or use of the Assets, (f) pledges and deposits to secure the performance of bids, tenders, trade or government contracts (other than for repayment of borrowed money), leases, licenses, statutory obligations, surety bonds, performance bonds, completion bonds and other similar obligations that are incurred in the ordinary course of Operations on the Assets, and (g) Encumbrances consisting of (i) rights reserved to or vested in any Governmental Authority to control or regulate the Assets, (ii) obligations or duties to any Governmental Authority with respect to any Permits and the rights reserved or vested in any Governmental Authority to terminate Permits or to condemn or expropriate property, and (iii) zoning or other land use or Environmental Laws of any Governmental Authority.
 
“Person” means a natural person, corporation, joint venture, partnership, limited liability partnership, limited partnership, limited liability limited partnership, limited liability company, trust, estate, business trust, association, Governmental Authority or other entity.
 
“Prime Rate” means the interest rate quoted as “Prime” for U.S. dollars by The Royal Bank of Canada, at its head office, as the rate may change from day to day (which quoted rate may not be the lowest rate at which the bank loans funds).
 
“Products” means all ores, minerals and mineral resources produced from the Properties in whatever form, including concentrate, doré and precipitate.
 
“Profit” means any item of income or gain of the Company as determined under the capital accounting rules of Treasury Regulation § 1.704-1(b)(2)(iv) for purposes of adjusting the Capital Accounts of the Members including, without limitation, the provisions of paragraphs (b), (f) and (g) of those regulations relating to the computation of items of income or gain.
 
“Program” means a description in reasonable detail of Operations to be conducted and objectives to be accomplished by the Manager for a calendar year or any longer period.
 
“Properties” means (a) the Leased Property, together with all water and water rights, easements and rights-of-way, and other appurtenances attached to or associated with the Leased Property, and (b) all other interests in real property within the Area of Interest that are acquired by the Company.
 
“Reference Price (Gold)” means for any date, the “LBMA Gold Price” as quoted in U.S. Dollars by the ICE Benchmark Administration at 3:00 pm (London time) on such date; provided that, if the LBMA Gold Price ceases to be published, it shall be replaced for all purposes of this Agreement with a price commonly referenced for sale of gold bars refined to a minimum 995 parts per 1,000 fine gold and otherwise meeting LBMA Good Delivery Rules, for immediate delivery, in the most nearly comparable established market selected by the Manger, acting reasonably.
 
“Reference Price (Silver)” means for any date, the “LBMA Silver Price” as quoted in U.S. Dollars by the ICE Benchmark Administration at 12:00 pm (London Time) on such date; provided that, if the LBMA Silver Price ceases to be published, it shall be replaced for all purposes of this Agreement with a price commonly referenced for sale of silver bars refined to a minimum 999 parts per 1,000 fine silver and otherwise meeting LBMA Good Delivery Rules, for immediate delivery, in the most nearly comparable established market selected by the Manager, acting reasonably.
 
“Royal Gold” mean Royal Gold, Inc., a Delaware corporation.
 
“Royal Membership Interest Purchase Agreement” means that Membership Interest Purchase Agreement dated September 29, 2020, between Royal Gold and Skip Sub, Inc., pursuant to which Skip Sub acquired all of the membership interests in Royal Alaska, LLC, and subsequently caused Royal Alaska LLC’s Interests in the Company to be distributed to Skip Sub.
 
“Securities Act” means the Securities Act of 1933, together with the rules and regulations promulgated by the United States Securities and Exchange Commission under the statute.
 
“Silver Royalty” means the Silver Royalty payable under the Omnibus Royalty Agreement.
 
“Skip Sub” means Skip Sub, Inc., a Delaware corporation.
 
“State Claims” means those State of Alaska unpatented mining claims covered by the Option Agreement.
 
“Tax Distribution Amount” means, with respect to each Member, the remainder of the amount calculated in clause (a) below minus the amount calculated in clause (b) below.
 
(a)            The amount under this clause (a) is the product of Tax Percentage multiplied by the remainder of (i) the cumulative amounts of items of income and gain allocated to the Member for federal income tax purposes for all periods (excluding gains from the sale of all or substantially all the assets of the Company), minus (ii) the cumulative amounts of items of deduction, loss and expense allocated to the Member for federal income tax purposes for all periods (excluding losses from the sale of all or substantially all of the assets of the Company).
 
(b)            The amount under this clause (b) is the cumulative distributions previously distributed to the Member pursuant to this Agreement for all periods.
 
“Tax Percentage” means a percentage (which percentage shall be the same for each Member regardless of such Member’s actual effective state or federal tax rates) established at the maximum marginal state and federal tax rates in effect for corporations resident in the State of Alaska for the calendar year to which the applicable Tax Distribution relates or such other rate as the Management Committee shall reasonably determine.  The Tax Percentage shall be 30.4 percent or such other percentage as reasonably determined by the Management Committee in accordance with the preceding sentence from time to time.
 
“Tetlin Lease” means the Minerals Lease, dated July 15, 2008 between the Native Village of Tetlin, a/k/a the Tetlin Village Council, and Juneau Exploration Company d/b/a Juneau Mining Company, as amended.
 
“Toll Milling Agreement” means a Toll Milling Agreement between the Company and FGMI, in the form attached hereto as Exhibit F.
 
“Transfer” means, with respect to any asset, including any Interest or other interest in the Company (including any right to receive distributions from the Company or any other economic interest in the Company), a sale, assignment, transfer, conveyance, gift, exchange or other disposition of the asset, whether the disposition is voluntary, involuntary or by merger, exchange, consolidation, bankruptcy or other operation of Law, including (a) in the case of an asset owned by a natural person, a transfer of the asset upon the death of its owner, whether by will, intestate succession or otherwise, (b) in the case of an asset owned by a Person that is not a natural person, a distribution of the asset, including in connection with the dissolution, liquidation, winding up or termination of the Person (other than a liquidation under a deemed termination solely for tax purposes), and (c) a disposition in connection with, or in lieu of, a foreclosure of an Encumbrance on the asset; provided, that the creation of an Encumbrance on an asset shall not constitute a Transfer of the asset.  For purposes of this Agreement, a direct Transfer does not include the following, each of which shall be an “Indirect Transfer” for purposes of this Agreement: (x) the sale or other acquisition or disposition of the ultimate publicly-traded parent of either Member, or (y) a sale of Kinross Gold U.S.A., Inc. or its immediate parent, or a sale of all or substantially all of their respective assets.
 
“Underlying Agreement” means any agreement, conveyance or instrument to which any of the Properties are subject and that contain unperformed, ongoing or surviving obligations or liabilities of any party, including the Tetlin Lease, to which the Company is a party.
 
2.            Terms Defined in the Agreement.  As used in the Agreement, the following terms have the meanings given in the Agreement where indicated below:

 
Defined Term
Where Defined
 
Acquiring Member
Section 10.1(b)
 
Agreement
Introductory paragraph
 
Amendments
Section 6.5
 
Buyout Purchase Price
Section 9.1(e)
 
Claims
Section 10.2
 
Company
Recitals
 
Contributing Member
Section 6.6(b)
 
CORE Alaska
Introductory paragraph
 
Covered Real Property
Section 10.1(a)
 
Default Amount
Section 3.5(a)
 
Default Loan
Section 3.5(b)
 
Delinquent Member
Section 3.5(a)
 
Diluted Member
Section 9.1(e)
 
Effective Date
Introductory paragraph
 
Electronic Execution
Section 11.17(a)
 
E-Sign Act
Section 11.17(a)
 
Excess Contribution
Section 6.6(b)
 
Indemnified Member Parties
Section 4.3(a)
 
Indemnifying Member
Section 4.3(a)
 
Independent Accountant
Section 6.11(b)
 
Indirect Transfer
Definition of “Transfer”
 
Initial Program and Budget
Section 6.1
 
Joint Funding
Section 3.3
 
Management Committee
Section 5.2(a)
 
Manager
Section 5.3
 
Non-Contributing Member
Section 6.6(a)
 
Non-Contribution Notice
Section 6.6(a)
 
Non-Defaulting Member
Section 3.5(a)
 
Offered Interest
Section 8.4(a)
 
Offering Member
Section 8.4(a)
 
Offering Member Notice
Section 8.4(b)(i)
 
Original LLC Agreement
Recitals
 
Permitted Interest Encumbrances
Section 8.2(b)

 
Permitted Transfer
Section 8.2(a)
 
Quarterly Capital Call
Section 7.3(d)
 
Representative
Section 5.2(a)
 
Requesting Member
Section 7.3(b)
 
ROFO Notice Period
Section 8.4(b)(ii)
 
ROFO Offer Notice
Section 8.4(c)(i)
 
ROFO Transferee
Section 8.4(a)
 
Royalty Value
Section 4.13
 
Tax Distribution
Section 7.1(d)
 
UETA
Section 11.17(a)
 
Unanimous Decision
Section 5.2(h)
 
Underfunded Amount
Section 6.6(a)
 
Waived ROFO Transfer Period
Section 8.4(d)
 

EXHIBIT A
 
Leased Property Description and Area of Interest
 

 
1.            Leased Property
 
A.           Those properties that are subject to the Mineral Lease between the Native Village of Tetlin, also known as the Native Village of Tetlin, and Grantor, dated as of July 15, 2008, as amended by (a) that Amendment No. 1 to Mineral Lease dated effective October 1, 2009, (b) that Amendment No. 2 to Mineral Lease dated effective June 1, 2011, (c) that Amendment No. 3 to Mineral Lease dated effective July 1, 2011, (d) that Amendment No. 4 to Mineral Lease dated effective December 3, 2012, and (e) that Amendment No. 5 to Mineral Lease dated effective April 1, 2013 (the “Tetlin Lease”).
 
B.            Those properties covered by that Sublease Agreement between Young’s Timber Inc. and Peak Gold, LLC, dated August 24, 2018.
 
C.            Those properties that are subject to the Lease Agreement between Curtis J. Freeman, Avalon Development Corporation and Peak Gold, LLC, dated February 28, 2020.
 
2.            Area of Interest
 
The Area of Interest means (i) all areas within the exterior boundaries of the “Land” as defined in Section 1.5 of the Tetlin Lease; and (ii)(a) until the expiration or termination of the Option Agreement, all areas within the exterior boundaries of any of the State Claims without regard to the validity of the State Claims, and (b) following expiration or termination of the Option Agreement, all areas within the exterior boundaries of any of the State Claims that were acquired by the Company pursuant to the Option Agreement without regard to the validity of the State Claims.

Exhibit A – Property Description and Area of Interest: Page 1


EXHIBIT B

Accounting Procedure


This Exhibit B describes the financial and accounting procedures to be followed by the Manager under the Agreement.  The purpose of these Accounting Procedures is to establish equitable methods for determining charges and credits applicable to Operations.  It is the intent of the Members that no Member shall lose or profit by reason of the designation of one of them to exercise the duties and responsibilities of the Manager.  The Members shall meet and in good faith endeavor to agree upon changes deemed necessary to correct any unfairness or inequity.
 
 
ARTICLE I  
GENERAL REQUIREMENTS
 
1.1            General Accounting Records.  The Manager shall maintain detailed and comprehensive accounting records in accordance with this Accounting Procedure, including general ledgers, supporting and subsidiary journals, invoices, checks and other customary documentation, sufficient to provide a record of revenues and expenditures and periodic statements of financial position and the results of operations for managerial, tax, regulatory or other financial reporting purposes.  Such records shall be retained for the duration of the period allowed the Members for audit or the period necessary to comply with tax or other regulatory requirements.  The records shall reflect all obligations, advances and credits applicable to the Company or allocable to the Members.
 
1.2             Bank Accounts.  The Manager shall maintain one or more separate bank accounts for the payment of all expenses and the deposit of all cash receipts for the Company.
 
1.3             Statements and Billings.  The Manager shall prepare monthly statements and bill the Members for Capital Contributions as provided in Sections 3.4 and Article V of the Agreement.  Subject to Section 6.11 of the Agreement, payment of any billing by a Member (including the Manager) shall not prejudice such Member’s right to protest or question the correctness of the billing or related monthly statement for up to 24 months after the date the billing or statement was received by the Member.  Subject to Section 6.11 of the Agreement, all written exceptions to and claims upon the Manager for incorrect charges, billings or statements shall be made upon the Manager within such 24-month period.  The time period permitted for adjustments hereunder shall not apply to adjustments resulting from periodic inventories as provided in Article V.
 
 
ARTICLE II  
CHARGES TO BUSINESS ACCOUNT
 
Subject to the limitations contained in this Accounting Procedure, the Manager shall charge the Business Account with the costs, expenditures and other charges described in this Article II.
 
2.1            Rentals, Royalties and Other Payments.  All property acquisition and holding costs, including claim maintenance fees, filing fees, license fees, costs of permits and assessment work, delay rentals, production royalties, including any required advances, and all other payments made by the Manager that are necessary to acquire or maintain title to the Assets.
 

Exhibit B – Accounting Procedure: Page 1

2.2            Labor and Employee Benefits.
 
(a)            Salaries and Wages.  Salaries and wages of the Company’s or the Manager’s employees or the employees of the Manager’s Affiliates directly engaged in Operations, including salaries or wages of employees who are temporarily assigned to the same.
 
(b)            Benefits.  The Manager’s, Company’s or Affiliate’s, as applicable, cost of holiday, vacation, sickness and disability benefits, and other customary allowances applicable to the salaries and wages chargeable under Sections 2.2(a) and 2.12.  Such costs may be charged on a “when and as paid basis” or by “percentage assessment” on the amount of salaries and wages.  If percentage assessment is used, the rate shall be applied to wages or salaries including overtime but excluding bonuses.  Such rate shall be based on the Manager’s, the Company’s or the Affiliate’s, as applicable, cost experience and shall be periodically adjusted at least annually to ensure that the total of such charges does not exceed the actual cost of such charges to the Manager, the Company or the Affiliate, as applicable.
 
(c)            Benefit Plans.  The Manager’s, the Company’s or the Affiliate’s, as applicable, actual cost of established plans for employees’ group life insurance, hospitalization, pension, retirement, stock purchase, thrift, bonus (except production or incentive bonus plans under a union contract based on actual rates of production, cost savings and other production factors, and similar non-union bonus plans customary in the industry or necessary to attract competent employees, which bonus payments shall be considered salaries and wages under Sections 2.2(a) or 2.12 rather than benefit plans) and other benefit plans of a like nature applicable to salaries and wages chargeable under Sections 2.2(a) or 2.12; provided, that the plans are limited to the extent feasible to those customary in the industry.
 
(d)            Employment Taxes.  Cost of Taxes imposed by any Governmental Authority that are applicable to salaries and wages chargeable under Sections 2.2(a) and 2.12, including all penalties except those resulting from the willful misconduct or gross negligence of the Manager.
 
2.3            Materials, Equipment and Supplies.  The cost of materials, equipment, software and supplies (“Material”) purchased from unaffiliated third parties or furnished by the Manager or any Member as provided in Article III.  The Manager shall purchase or furnish only so much Material as may be required for use in efficient and economical Operations.  The Manager also shall maintain inventory levels of Material at reasonable levels to avoid unnecessary accumulation of surplus stock.
 
Exhibit B – Accounting Procedure: Page 2

2.4            Equipment and Facilities Furnished by Manager.  The cost of machinery, equipment and facilities owned by the Manager and used in Operations or used to provide support or utility services to Operations charged at rates commensurate with the actual costs of ownership and operation of such machinery, equipment and facilities.  Such rates shall not exceed the average commercial rates currently prevailing in the vicinity of the Operations.
 
2.5            Transportation.  Reasonable transportation costs, including accommodations and meals, incurred in connection with the transportation of the Manager’s, the Company’s or the Affiliate’s employees, material or ore related to the Operations.
 
2.6            Contract Services and Utilities.  The cost of contract services and utilities procured from outside sources, other than services described in Sections 2.9 and 2.13.  If contract services are performed by the Manager or an Affiliate of the Manager, the cost charged to the Business Account shall not be greater than that for which comparable services and utilities are available in the open market within the vicinity of the Operations.
 
2.7            Insurance Premiums.  Net premiums paid for insurance required to be carried for Operations for the protection of the Manager and the Members.  When the Operations are conducted in an area where the Manager or the Company, as applicable, may self-insure for Workmen’s Compensation or Employer’s Liability under state Law, the Manager may elect to include such risks in its self-insurance program and shall charge its costs or the Company’s costs, as applicable, of self-insuring such risks to the Business Account provided that such charges shall not exceed published manual rates.
 
2.8           Damages and Losses.  All costs in excess of insurance proceeds necessary to repair or replace damages or losses to any Assets resulting from any cause other than the willful misconduct or gross negligence of the Manager.  The Manager shall furnish the Management Committee with written notice of damages or losses as soon as practicable after a report of such damages or losses has been received by the Manager.
 
2.9            Legal and Regulatory Expense.  Except as otherwise provided in Section 2.13, all legal and regulatory costs and expenses incurred in or resulting from the Operations or necessary to protect or recover the Assets of the Company.
 
2.10          Audit.  The cost of audits under Section 6.11 of the Agreement if requested by a Member and the costs of such audit are approved by the Management Committee.
 
2.11          Taxes.  All Taxes (except income Taxes and similar Taxes measured based on the income of a Member) of every kind and nature assessed or levied upon or in connection with the Assets, the production of Products or Operations.
 
2.12         District and Camp Expense (Field Supervision and Camp Expenses) and other Accommodations.  A pro rata portion of (a) the salaries and expenses of the Manager’s superintendent and other employees serving Operations whose time is not allocated directly to such Operations, (b) the costs of maintaining and operating an office (the “Manager’s Project Office”) and any necessary suboffice, (c) all necessary camps, including housing facilities and meals for employees, and (d) all other employee and contractor accommodations and meals, including hotels and other temporary housing, used for Operations.  The expense of those facilities, less any revenue therefrom, shall include depreciation or a fair monthly rental in lieu of depreciation of the investment.  The total of such charges for all properties served by the Manager’s employees and facilities shall be apportioned to the Business Account on the basis of a ratio, the numerator of which is the direct labor costs of the Operations and the denominator of which is the total direct labor costs incurred for all activities served by the Manager.
 
Exhibit B – Accounting Procedure: Page 3

2.13          Administrative Charge.
 
(a)            Amount of Charge.  Each month, the Manager shall charge the Business Account an “Administrative Charge” for each Phase of Operations equal to the following:
 
(i)            Exploration Phase:  5% of Allowable Costs.
 
(ii)            Development Phase:  3% of Allowable Costs.
 
(iii)            Mining Phase:  2% of Allowable Costs.
 
(b)            Defined Terms.  As used in this Exhibit, the following terms have the meanings indicated:
 
“Allowable Costs” means, for a particular Phase of Operations, all charges to the Business Account, excluding (i) the Administrative Charge, (ii) depreciation, depletion or amortization of tangible or intangible assets, and (iii) amounts charged under Sections 2.1 and 2.9.
 
“Phase” means the Exploration Phase, the Development Phase or the Mining Phase, as applicable.  Phases may be conducted concurrently, in which case Allocable Costs shall be reasonably allocated by the Manager to each such Phase and the Administrative Charge shall be calculated separately for Allowable Costs attributable to each Phase.
 
“Exploration Phase” means Operations conducted to ascertain the existence, location, extent or quantity, quality or commercial value of any deposit of ore or mineral, including drilling required to delineate resources or reserves after discovery of potentially commercial mineralization.  The Exploration Phase shall cease when a commercially recoverable reserve is determined to exist.
 
“Development Phase” means Operations conducted to access a commercially feasible ore body or to extend production of an existing ore body, and to construct or install related fixed assets, including all preparation (other than Exploration) for the removal and recovery of Products, including pre-stripping, stripping and the construction or installation of a mill, leach facilities, or any other improvements or infrastructure to be used for the mining, handling, milling, processing or other beneficiation of Products.
 
“Mining Phase” means all Operations other than the Exploration Phase or the Development Phase, including the mining, extracting, producing, handling, milling or other processing of Products and Operations conducted after Mining has ceased.
 
(c)            Allocation Among Properties.  The monthly Administration Charge determined for each Phase shall be reasonably allocated among the Properties and all other properties served by the Manager during each monthly period on the basis of a ratio, the numerator of which shall equal the direct labor costs charged to a particular property, and the denominator of which shall equal the total direct labor costs incurred for the Properties and all other properties served by the Manager.
 
Exhibit B – Accounting Procedure: Page 4

(d)            Amounts Covered By Administrative Charge.  The Administrative Charge shall be a liquidated amount (in lieu of a separate management fee) to reimburse the Manager for its home office overhead and general and administrative expenses to conduct each Phase of Operations, including the following principal business office expenses that are expressly covered by the Administrative Charge:
 
(i)            Accounting, data processing, personnel administration, billing and record keeping in accordance with governmental regulations and the provisions of the Agreement, and preparation of reports, except for the Manager’s costs of initially establishing an accounting system for the Company and Operations, which may be charged to the Business Account in accordance with the other sections of this Article II;
 
(ii)            The services of tax counsel and tax administration employees for all tax matters, including any protests, except any outside fees of independent accountants, tax counsel or any other professional fees for accounting or financial work done on behalf of the Company or that the Management Committee may approve as a direct charge to the Business Account;
 
(iii)            Routine legal services rendered by outside sources and the Manager’s legal staff not otherwise charged to the Business Account under Section 2.9; and
 
(iv)            Rentals and other charges for office and records storage space, telephone service, office equipment and supplies.
 
(e)            Annual Review.  The Management Committee shall annually review the Administration Charge and shall amend the methodology or rates used to determine the Administrative Charge if they are found to be insufficient or excessive.
 
2.14          Environmental Compliance Fund.  Costs of reasonably anticipated Environmental Compliance which, on a Program basis, may be determined by the Manager and shall be based on proportionate contributions in an amount sufficient to establish the Environmental Compliance Fund if established by the Manager, which through successive proportionate contributions during the life of the Company, will pay for ongoing Environmental Compliance conducted during Operations and that will aggregate the reasonably anticipated costs of mine closure, post-Operations Environmental Compliance and Continuing Obligations. If the Manager elects to establish an Environmental Compliance Fund, the Manager shall invest amounts in the Environmental Compliance Fund as provided in Section 5.3(p) of the Agreement.
 
2.15          Community Support and Community Relation Costs.  Payments to the Village of Tetlin or other communities or community organizations to support economic, social or other community objectives related to Operations.
 
2.16          Other Expenditures.  Any reasonable direct expenditure, other than expenditures that are covered by the foregoing provisions, incurred by the Manager for the necessary and proper conduct of Operations.
 
Exhibit B – Accounting Procedure: Page 5
ARTICLE III  
BASIS OF CHARGES TO BUSINESS ACCOUNT
 
3.1            Purchases.  Material purchased and services procured from third parties shall be charged to the Business Account by the Manager at invoiced cost, including applicable transfer Taxes, less all discounts taken.  If any Material is determined to be defective or is returned to a vendor for any other reason, the Manager shall credit the Business Account when an adjustment is received from the vendor.
 
3.2            Material Furnished by the Manager or a Member.  Any Material furnished by the Manager or any Member from its stocks or distributed to either Member by the Company shall be priced on the following basis:
 
(a)            New Material:  New Material transferred from the Manager or Member shall be priced F.O.B. the nearest reputable supply store or railway receiving point, where similar Material is available, at the weighted average cost of the same kind of Material, exclusive of any available cash discounts, at the time of the transfer (the “New Price”).
 
(b)            Used Material.
 
(i)            Used Material in sound and serviceable condition and suitable for reuse without reconditioning shall be priced as follows:
 
(A)            Used Material transferred by the Manager or a Member shall be priced at 75% of the New Price for such Material;
 
(B)            Used Material distributed to either Member shall be priced (1) at 75% of the New Price for such Material, if such Material was originally charged to the Business Account as new Material, or (2) at 65% of the New Price for such Material if such Material was originally charged to the Business Account as good used Material at 75% of the New Price.
 
(ii)            Other used Material that, after reconditioning will be further serviceable for original function as good secondhand Material, or that is serviceable for original function but not substantially suitable for reconditioning, shall be priced at 50% of the New Price for such Material.  The cost of any reconditioning shall be borne by the transferee.
 
(iii)            All other Material, including junk, shall be priced at a value commensurate with its use or at prevailing prices.  Material no longer suitable for its original purpose but usable for some other purpose shall be priced on a basis comparable with items normally used for such other purposes.
 
(c)            Obsolete Material.  Any Material that is serviceable and usable for its original function, but its condition is not sufficient to justify a price as provided above shall be priced by the Management Committee.  Such price shall be set at a level that will result in a charge to the Business Account equal to the value of the service to be rendered by such Material.
 
Exhibit B – Accounting Procedure: Page 6

3.3            Premium Prices.  Whenever Material is not readily obtainable at published or listed prices because of national emergencies, strikes or other unusual circumstances over which the Manager has no control, the Manager may charge the Business Account for the required Material on the basis of the Manager’s direct cost and expenses incurred in procuring such Material and making it suitable for use.  The Manager shall give Notice of the proposed charge to the Company before the time when such charge is to be billed to the Members, whereupon any Member shall have the right, by providing Notice to the Manager within 10 days after the delivery of the Notice from the Manager, to furnish at the usual receiving point all or part of its proportionate share, based on Percentage Interests, of Material suitable for use and acceptable to the Manager.
 
3.4            Warranty of Material Furnished by the Manager or Members.  Neither the Manager nor any Member warrants the Material furnished beyond any dealer’s or manufacturer’s warranty and no credits shall be made to the Business Account for defective Material until adjustments are received by the Manager from the dealer, manufacturer or their respective agents.
 
 
ARTICLE IV  
DISPOSAL OF MATERIAL
 
4.1            Disposition Generally.  The Manager shall have no obligation to purchase any surplus Material from the Company.  The Management Committee shall determine the disposition of major items of surplus Material; provided, the Manager shall have the right to dispose of normal accumulations of junk and scrap Material either by sale or by distributing such Material to the Members as provided in Section 4.2.
 
4.2            Distribution to Members.  Any Material to be distributed to the Members shall be made in proportion to their respective Percentage Interests, and corresponding credits shall be made to the Business Account on the basis provided in Section 3.2.
 
4.3            Sales.  Sales of Material to third parties shall be credited to the Business Account at the net amount received.  Any damages or claims by the Purchaser shall be charged back to the Business Account if and when paid.
 
 
ARTICLE V  
INVENTORIES
 
5.1            Inventories.  At reasonable times determined by the Manager, physical inventories shall be taken by the Manager, which shall include all such Material as is ordinarily considered controllable by operators of mining properties.  The expense of conducting such physical inventories shall be charged to the Business Account.
 
Exhibit B – Accounting Procedure: Page 7
EXHIBIT C

Tax Matters
 
This Exhibit C shall govern the relationship of the Members and the Company with respect to tax matters and the other matters addressed in this Exhibit C.
 
ARTICLE I  
TAX REPORTING MEMBER AND TAX AUDITS
 
1.1            Designation of Tax Reporting Member. The Manager is designated the initial tax reporting member of the Company (the “Tax Reporting Member”).  Any successor Tax Reporting Member shall be designated by the Management Committee.  The Tax Reporting Member shall be responsible for, make elections for, and prepare and file any federal and state tax returns or other required tax forms after approval of the Management Committee.  If the Manager resigns or is removed, the Member serving as the Manager at the end of a taxable year shall continue as Tax Reporting Member with respect to all matters concerning that year. The Members shall furnish the Tax Reporting Member, within two weeks from the receipt of the request, the information the Reporting Member may reasonably request to comply with the requirements on furnishing information to the Internal Revenue Service.
 
1.2            Tax Audits under the TEFRA Rules.  This Section 1.2 shall apply with respect to taxable years of the Company that are not subject to the provisions related to partnership audits enacted in the Bipartisan Budget Act of 2015 (P.L. 114-74) (such rules, as may be amended from time to time, the “Revised Partnership Audit Rules”).  References in this Section 1.2 to Code Sections are to provisions of Subchapter C of Chapter 63 of Subtitle A as in effect prior to the Revised Partnership Audit Rules (the “TEFRA rules”).
 
(a)            Selection of the Tax Matters Partner. The Manager is designated the initial tax matters partner (the “TMP”) as defined in section 6231(a)(7) of the Code.  Any successor TMP shall be designated by the Management Committee.  The TMP shall be responsible for, make elections for, and prepare and file any federal and state tax returns or other required tax forms after approval of the Management Committee.  If the Manager resigns or is removed, the Member serving as the Manager at the end of a taxable year shall continue as TMP with respect to all matters concerning that year unless the TMP for that year is required to be changed under applicable Treasury Regulations.  The TMP and the other Members shall use reasonable best efforts to comply with their responsibilities under this Article I and under sections 6221 through 6233 of the Code and the related Treasury Regulations, and in doing so shall incur no liability to the Company or any Member.
 
(b)            Information.  Each Member shall furnish the TMP with information (including information specified in section 6230(e) of the Code) reasonably requested by the TMP to provide the Internal Revenue Service with sufficient information to allow proper notice to the Members under section 6223 of the Code.  The TMP shall keep each Member reasonably informed of all administrative and judicial proceedings for the adjustment at the partnership level of partnership items under section 6223(g) of the Code.
 
Exhibit C – Tax Matters: Page 1

(c)            Inconsistent Treatment of Tax Item.  If an administrative proceeding under section 6223 of the Code begins, upon the request of the TMP, each Member promptly shall notify the TMP of the treatment by such Member of any partnership item on such Member’s federal income tax return that is inconsistent with the treatment of such item on the partnership return of the Company.
 
(d)            Extensions of Limitation Periods.  The TMP shall not extend the period of limitations under section 6229 of the Code without the prior approval of the Management Committee.
 
(e)            Requests for Administrative Adjustments.  No Member shall file a request for an administrative adjustment of partnership items under section 6227 of the Code without first providing notice to the other Members.  If the other Members consent to the filing within 30 days after the notice (or such shorter period as may be required to timely file the request), the TMP shall file the request on behalf of the Company.  If the other Members do not consent to the filing within the 30 days or shorter period, then any Member, including the TMP, may file the request on its own behalf.
 
(f)            Judicial Proceedings.  If any Member intends to file a petition under section 6226, section 6228 or any other section of the Code with respect to any partnership item, or other tax matter involving the Company, the Member shall notify the other Members of its intention and the nature of the contemplated proceeding.  If the TMP is the Member intending to file the petition, the notice shall be given within a reasonable time to allow all of the Members to agree on the forum where the petition will be filed.  If all of the Members do not agree on the forum, then the forum shall be decided by the Management Committee.  If a deadlock results, the TMP shall choose the forum.  If any Member intends to seek review of any court decision rendered under a proceeding initiated under this Section 1.2, the Member shall notify the other Members of its intended action.
 
(g)          Settlements.  The TMP shall not bind the other Members to a settlement agreement without the written consent of all of the other Members.  Any Member that enters into a settlement agreement for its own account with respect to any partnership item, as defined under section 6231(a)(3) of the Code, shall notify the other Members of the terms of the settlement agreement within 90 days after the date of the settlement.
 
 1.1            Tax Audits under the Revised Partnership Audit Rules.  This Section 1.3 shall apply with respect to taxable years of the Company that are subject to the Revised Partnership Audit Rules.  References in this Section 1.3 to Code Sections are to provisions of Subchapter C of Chapter 63 of Subtitle A as amended by the Revised Partnership Audit Rules.
 
(a)         Election to be Excluded from Partnership Audit Rules.  The Company shall, to the extent permitted by law, make the election provided by Code section 6221(b) to be excluded from the provisions of Subchapter C of Chapter 63 of Subtitle A, unless the Tax Reporting Member receives prior unanimous written consent of the Members not to make such election.
 
Exhibit C – Tax Matters: Page 2

(b)            Selection of Partnership Representative.  Unless the Company qualifies for and properly makes the election described in Section 1.3(a), the Tax Reporting Member shall be the “Partnership Representative” as defined in Code section 6223(a) (the “Partnership Representative”).
 
(c)            Information Regarding Audits.  The Partnership Representative shall give notice to all Members, including past Members of the Company, of any audit, administrative or judicial proceeds, meeting or conferences with the Internal Revenue Service or other similar matters that come to its attention, and give status reports regarding any negotiations between any taxing authority and the Company.  Each Member shall furnish the Partnership Representative with information reasonably requested by the Partnership Representative in order to carry out its responsibilities as Partnership Representative.
 
(d)            Settlements.  The Partnership Representative shall not enter into a settlement of a Tax audit or controversy, or file an administrative adjustment request, that (in either case) would likely materially and adversely affect a Member without such Member’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.  For the avoidance of doubt, to the extent any of the preceding actions may have a material adverse effect on a Member, the withholding of consent by such Member shall be deemed to be reasonably withheld.
 
(e)            Imputed Underpayments.  If an audit results in an imputed underpayment by the Company as determined under section 6225 of the Code, the Partnership Representative shall make the election under section 6226(a) of the Code to the extent permitted by law for any adjustments to the Members’ distributive share of income, gain, loss, deduction or credit be “pushed-out” to the Members for the reviewed year through the issuance of adjusted Schedule K-1s within 45 days after the date of the notice of final partnership adjustment.  If such an election is made, the Company shall furnish to each Member for the year under audit a statement reflecting the Member’s share of the adjusted items as determined in the notice of final partnership adjustment, and each such Member shall take such adjustment into account as required under Section 6226(b) of the Code and shall be liable for any related interest, penalty, addition to tax, or additional amount.  If such an election is not permitted by law, each Member (and former Member) shall, if agreed to by the Member (and former Members), which agreement shall not be unreasonably withheld, conditioned or delayed, file amended returns under section 6225(c)(2) of the Code and pay any tax due thereon.
 
(f)            Company Tax Liabilities.  Subject to and after application of Section 1.3(e), if the Company becomes liable for an adjustment in respect of the distributive share of a Member (or a former Member) under Code section 6225 (an “Adjustment Liability”), the Member (or former Member) in question shall immediately pay to the Partnership Representative on behalf of the Company an amount of cash equal to the amount of such Adjustment Liability, which the Partnership Representative shall use to satisfy the Adjustment Liability on behalf of the Company.  The amount of the Adjustment Liability paid by a Member (or former Member) shall not be treated as a capital contribution for purposes of the Agreement and the associated remittance to the taxing authority shall not be treated as a distribution for purposes of this Agreement.
 
Exhibit C – Tax Matters: Page 3

 1.4            Fees and Expenses.  The TMP and the Partnership Representative shall not engage legal counsel, certified public accountants, or others on behalf of the Company except as provided in an approved Program and Budget or as otherwise approved by the Management Committee.  Any Member may engage legal counsel, certified public accountants, or others on its own behalf at its sole cost and expense.  Any reasonable item of expense, including fees and expenses for legal counsel, certified public accountants, and others incurred by the TMP or the Partnership Representative (after approval of the Management Committee as provided above) in connection with any audit, assessment, litigation or other proceeding relating to any partnership item, shall constitute a proper charge to the Business Account.
 
 1.5            Survival.  The provisions of this Article I shall survive the termination of the Company or the termination of any Member’s interest in the Company, and shall remain binding on the Members for the period of time necessary to resolve with the Internal Revenue Service or the Department of the Treasury any and all matters regarding the federal income taxation of the Company for the applicable tax years.
 
ARTICLE II  
PARTNERSHIP TAX STATUS; TAX ELECTIONS
 
 2.1            Partnership Tax Status.  The Members intend to create a partnership for United States federal and state income tax purposes, and, unless otherwise agreed by all of the Members, no Member shall take any action to change the status of the Company as a partnership under Treasury Regulations section 301.7701-3 or similar provision of state Law; provided, however, that nothing in this Agreement shall be deemed to create a partnership for any other purpose.  The Manager shall prepare or cause to be prepared and timely file all U.S. federal, state and local income and other tax returns and reports as may be required as a result of the business of the Company.  Each Member shall furnish to the Manager any information it may have relating to the Company or Operations as shall be required for the proper preparation of these returns.  The Manager shall furnish to each Member on or before June 30th of each year, a draft Schedule K-1 on Form 1065 regarding the respective Member’s Percentage Interest for review. Each Member shall provide any comments to the Manager within 30 days after receiving the draft Schedule K‑1. The Manager shall consider any comments received, and complete and deliver to each Member a final Form 1065 and Schedule K-1 by August 15 of each year regarding the respective Member’s Percentage Interest. The Manager shall promptly provide to the Members copies of the Company’s information returns and such other information reasonably requested by any Member to properly complete its federal income tax return, any income tax return of any state and any other reporting or filing requirement imposed by any governmental agency or authority for such fiscal year.  The Manager shall also furnish to each Member on or before March 31 of each year an estimate (based on the information then available to the Manager) of such Member’s share of the Company’s profit and loss for tax purposes for the prior taxable year.  In addition, the Manager will make available to the Members on or before March 31 of each year a current year forecast of the Company’s taxable income or (loss) and special deductions of the Company in sufficient detail to allow each Member to determine its allocable share of taxable income (or loss) and special deductions for the year and regulatory reporting obligations.
 
Exhibit C – Tax Matters: Page 4


 2.3            Tax Elections.
 
(a)            Required Company Elections.  The Company shall make the following elections for all partnership income tax returns:
 
(i)            to use the accrual method of accounting.
 
(ii)            to use as its taxable year the calendar year ending December 31 unless section 706 of the Code requires otherwise;
 
(iii)            unless the Members unanimously agree otherwise, to deduct currently all development expenses to the extent possible under section 616(a) of the Code or, at the election of the Management Committee, to defer such expenses under section 616(b) of the Code;
 
(iv)            unless the Members unanimously agree otherwise, to compute the allowance for depreciation for all eligible depreciable Assets using the 150% declining balance method and the shortest life permissible or, at the election of the Manager, using the units of production method of depreciation;
 
(v)            to treat advance royalties as deductions from gross income for the year paid or accrued to the extent permitted by Law;
 
(vi)            to make an election to adjust the basis of Company property with respect to a Member under section 754 of the Code at the request of the Member, which request must be made to the TMP within 30 days of the sale or exchange in accordance with Treasury Reg. section 1.743-1(k)(2); and
 
(vii)            to amortize over the shortest permissible period all organizational expenditures and business start-up expenses under sections 195 and 709 of the Code.
 
(b)            Other Company Elections.  Except as provided in Section 2.2(a), elections required or permitted to be made by the Company under the Code or any state tax law shall be made as determined by the Management Committee.
 
(c)            Member Elections.  Each Member shall elect under section 617(a) of the Code to deduct currently all exploration expenses.  Each Member reserves the right to capitalize its share of development and exploration expenses of the Company in accordance with section 59(e) of the Code, provided that a Member’s election to capitalize all or any portion of these expenses shall not affect the Member’s Capital Account.
 
ARTICLE III  
ALLOCATIONS OF PARTNERSHIP PROFITS AND LOSSES
 
 3.1            In General.  This Article III provides for the allocation among the Members of items of Profit and Loss for purposes of crediting and debiting the Capital Accounts of the Members.  Article IV provides for the allocation among the Members of taxable income and tax losses.
 
Exhibit C – Tax Matters: Page 5

 3.2            Allocations to Members.  Except as provided in Section 3.3, the separate items of Profit and Loss shall be allocated among the Members as follows:
 
(a)            Exploration and Development Costs.  Exploration expenses and development cost deductions shall be allocated among the Members in accordance with their respective contributions to such expenses and costs.
 
(b)          Depreciation and Amortization.  Depreciation and amortization deductions with respect to a depreciable Asset shall be allocated among the Members in accordance with their respective contributions to the adjusted basis of the Asset that gives rise to the depreciation, amortization or loss deduction.
 
(c)               Production and Operating Costs.  Production and operating cost deductions shall be allocated among the Members in accordance with their respective contributions to such costs.
 
(d)            Depletion.  Depletion deductions with respect to a depletable property shall be allocated among the Members in accordance with their respective contributions to the book value of the depletable property as determined for purposes of maintaining the Capital Accounts.
 
(e)            Gross Income.  Gross income (calculated after deduction of cost of goods sold) attributable to sales of Skip Sub Products shall be allocated to Skip Sub, Inc.  Gross income (calculated after deduction of cost of goods sold) attributable to sales of CORE Alaska Products shall be allocated to CORE Alaska, LLC.  Except as provided in Section 3.2(g), gross income on the sale of any other production shall be allocated in accordance with Percentage Interests.
 
(f)                Sales of Depreciable or Depletable Assets.  Except as provided in Section 3.2(g), items of Profit and Loss on the sale of a depreciable or depletable Asset shall be allocated so that, to the extent possible, the net amount reflected in the Members’ Capital Account with respect to such property (taking into account the cost of such property, depreciation, amortization, depletion or other cost recovery deductions and other items of Profit or Loss) most closely reflects the Members’ Percentage Interests.
 
(g)              Sales of All or Substantially All Assets.  Items of Profit and Loss on the sale of all or substantially all the Assets of the Company shall be allocated so that, to the extent possible, the Members’ resulting Capital Account balances are in the same ratio as their relative Percentage Interests (“Balance Capital Accounts”) after taking into account the sale.  In making the allocations under this Section 3.2(g), to the extent necessary to Balance Capital Accounts, Items of Profit and Loss shall be calculated on an asset-by-asset basis, and any property contributed by a Member shall be treated as a separate asset from the property contributed by or created with funds contributed by the other Member.  If the Company does not have sufficient items of Profit and Loss to Balance Capital Accounts, the liquidator may take other actions under Section 9.5 of the Agreement as it determines are reasonably appropriate to Balance Capital Accounts, including reallocating items of Profit and Loss among the Members.
 
Exhibit C – Tax Matters: Page 6

(h)             Capitalization.  Expenses and deductions allocable under the preceding provisions of this Section 3.2 may be required to be capitalized into production under section 263A of the Code, in which case the allocation of gross income on the sale of such production shall be adjusted, in any reasonable manner consistently applied by the Manager, so that the same net amount (subject to possible timing differences) is reflected in the Capital Accounts as if such expenses or deductions were instead deductible and allocated under the preceding provisions of this Section 3.2.
 
(i)               Recapture of Exploration Expenses.  Any recapture of exploration expenses under section 617(b)(1)(A) of the Code, and any reduction of depletion under section 617(b)(1)(B) of the Code, shall be borne by the Members in the same manner as the related exploration expenses were allocated to, or claimed by, them.
 
(j)             Other Losses.  All items of Loss that are not otherwise allocated in this Section 3.2 shall be allocated among the Members in accordance with their respective contributions to the costs producing each such deduction or to the adjusted basis of the Asset producing each such other Loss.
 
(k)              Other Profit.  All items of Profit that are not otherwise allocated in this Section 3.2 shall be allocated to the Members in proportion to their respective Percentage Interests.
 
 3.3            Regulatory Allocations.  Notwithstanding Sections 3.2 and 3.5:
 
(a)       Elimination of Deficit Adjusted Capital Account Balance.  If any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6) that result in a deficit balance in the Member’s Capital Account (adjusted as provided below), items of Profit shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Capital Account deficit of such Member (as so adjusted) as quickly as possible.  For the purposes of this Section 3.3(a), each Member’s Capital Account balance shall be increased by the sum of (i) the amount such Member is obligated to restore under any provision of the Agreement, and (ii) the amount such Member is deemed to be obligated to restore under the penultimate sentences of Treasury Regulations sections 1.704-2(g)(1) and 1.704-2(i)(5).
 
(b)             Decrease in Partnership Minimum Gain.  If there is a net decrease in partnership minimum gain for a taxable year of the Company, each Member shall be allocated items of Profit for that year equal to that Member’s share of the net decrease in partnership minimum gain, all in accordance with Treasury Regulations section 1.704-2(f).  If, during a taxable year of the Company, there is a net decrease in partner nonrecourse debt minimum gain, any Member with a share of that partner nonrecourse debt minimum gain as of the beginning of the year shall be allocated items of Profit for the year (and, if necessary, for succeeding years) equal to that partner’s share of the net decrease in partner nonrecourse debt minimum gain, all in accordance with Treasury Regulations section 1.704-2(i)(4).  Under Treasury Regulations section 1.704-2(i)(1), deductions attributable to a “partner nonrecourse liability” shall be allocated to the Member that bears the economic risk of loss for such liability (or is treated as bearing such risk).

Exhibit C – Tax Matters: Page 7

(c)              Allocations Causing Deficit Adjusted Capital Account Balance.  If the allocation of deductions to either Member would cause such Member to have a deficit Capital Account balance at the end of any taxable year of the Company (after all other allocations provided for in this Article IV have been made and after giving effect to the adjustments described in the last sentence of Section 4.3(a)), such deductions shall instead be allocated to the other Member.
 
(d)           Partner Nonrecourse Deductions.  Items of Company loss, deduction and expenditures described in section 705(a)(2)(B) of the Code that are attributable to any nonrecourse debt of the Company and are characterized as partner nonrecourse deductions under Treasury Regulations section 1.704-2(i) shall be allocated to the Members’ Capital Accounts in accordance with Treasury Regulations section 1.704-2(i).
 
(e)             Basis Adjustments.  To the extent that an adjustment to the adjusted tax basis of any Company asset under section 734(b) or 743(b) of the Code is required under Treasury Regulations section 1.704-1(b)(2)(iv)(m)(2) or section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of its Membership Interest, the amount of the adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in accordance with their Percentage Interests if Treasury Regulations section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made if Treasury Regulations section 1.704-1(b)(2)(iv)(m)(4) applies.
 
 3.4                 Curative Allocations.  The allocations in Section 3.3 (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations.  The Members intend that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Profit or Loss under this Section 3.4.  Accordingly, notwithstanding any other provisions of this Article III (other than the Regulatory Allocations), the Manager shall make such offsetting special allocations of items of Profit or Loss in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all items were allocated under Section 3.2 without regard to Section 3.3.
 
 3.5            Other Allocation Rules.
 
(a)              Determination of Profits and Losses.  Items of Profit or Loss allocable to any period shall be determined on a daily, monthly, or other basis, as determined by the Manager using any permissible method under Code section 706 and the related Treasury Regulations.
 
(b)              Changes in Percentage Interests.  If the Members’ Percentage Interests change during any taxable year of the Company, the distributive share of items of Profit or Loss of each Member shall be determined in any manner (i) permitted by section 706 of the Code, and (ii) unanimously agreed by the Members.  If the Members cannot agree on a method, items of Profit and Loss shall be allocated in accordance with the interim closing-of-the-books method.
 
Exhibit C – Tax Matters: Page 8

(c)            Certain Allocations.  For purposes of this Article III, items financed through indebtedness of, or from revenues of, the Company shall be treated as funded from contributions made by the Members to the Company in accordance with their Percentage Interests.  “Nonrecourse deductions,” as defined by Treasury Regulations section 1.704‑2(b)(1) shall be allocated among the Members in proportion to their respective Percentage Interests.
 
 
ARTICLE IV  
TAX ALLOCATIONS
 
 4.1            Tax Allocations.  Except as provided in Sections 4.2, 4.3 and 4.4, items of taxable income, deduction, gain and loss shall be allocated in accordance with the principles of Section 3.2.
 
 4.2         Recapture of Tax Deductions.  Recapture of tax deductions arising out of a disposition of property shall, to the extent consistent with the allocations for tax purposes of the gain or amount realized giving rise to such recapture, be allocated to the Members in the same proportions as the recaptured deductions were originally allocated or claimed.
 
 4.3            Allocation of Section 704(c) Items.  To the extent required by section 704(c) of the Code, income, gain, loss, and deduction (including depreciation, depletion and amortization), as determined for tax purposes, with respect to property contributed to the Company by a Member and with respect to property revalued in accordance with Treasury Regulations section 1.704-1(b)(2)(iv)(f) (collectively referred to as “Adjusted Properties”) shall be allocated among the Members so as to take account of the variation between the adjusted tax basis of the Adjusted Property to the Company and its fair market value at the time of contribution or revaluation in accordance with the provisions of sections 704(b) and 704(c) of the Code.  The Members intend that section 704(c) shall effect no allocations of tax items that are different from allocations according to the principles of Section 3.2; provided that the gain or loss on the sale of property contributed to Company shall be allocated to the contributing Member to the extent of built‑in gain or loss, respectively, as determined under Treasury Regulation section 1.704‑3(a).  The Members intend that the allocations provided by the preceding sentence constitute a “reasonable method” that is consistent with the purposes of section 704(c) of the Code, within the meaning of Treasury Regulations Section 1.704-3(a)(1).  However, to the extent that allocations of tax items are required under section 704(c) of the Code to be made other than in accordance with the allocations under Sections 3.2, 3.3 and 3.4 of the corresponding items for Capital Account purposes, section 704(c) shall be applied in accordance with the available allocation method that, in the reasonable judgment of the Manager, most closely approximates the allocations under this Exhibit C.  Notwithstanding anything in the preceding provisions of this Section 4.3 to the contrary, the use of any method other than the “traditional method” as set forth in Treas. Reg. section 1.704-3(b)(1) shall require the written consent of all of the Members.
 
 4.4            Depletion Deductions.  Excess percentage depletion deductions with respect to depletable property shall be allocated to the Members in accordance with the allocation of gross income from the property from which such deductions are derived.  The term “excess percentage depletion” shall mean the excess, if any, of deductions for percentage depletion as determined for tax purposes over the adjusted basis of the depletable property.  Depletion deductions with respect to contributed property shall be determined without regard to any portion of the property’s basis that is attributable to pre-contribution expenditures by CORE Alaska that were capitalized under Code sections 616(b), 59(e) and 291(b).  Deductions attributable to pre-contribution expenditures by CORE Alaska shall be calculated under such Code sections as if CORE Alaska continued to own the depletable property to which such deductions are attributable, and such deductions shall be reported by the Company and shall be allocated solely to CORE Alaska.
 
Exhibit C – Tax Matters: Page 9

 4.5            Integration With Section 754 Election.  All items of income, gain, loss, deduction and credits recognized by the Company for federal income tax purposes and allocated to the Members in accordance with the provisions hereof and all basis allocations to the Members shall be determined without regard to any election under section 754 of the Code that may be made by the Company; provided, however, such allocations, once made, shall be adjusted as necessary or appropriate to take into account the adjustments permitted by sections 734 and 743 of the Code.
 
 4.6            Allocation of Tax Credits.  The tax credits, if any, with respect to the Company’s property or operations shall be allocated among the Members in accordance with Treasury Regulations section 1.704-1(b)(4)(ii).
 
ARTICLE V  
CAPITAL ACCOUNTS
 
 5.1            Capital Accounts.  The Manager shall maintain a separate capital account for each Member and such other Member accounts as may be necessary or desirable to comply with the requirements of applicable Laws (“Capital Accounts”).
 
(a)              Maintenance of Capital Accounts.  Each Member’s Capital Account shall be maintained in accordance with the provisions of Treasury Regulations section 1.704‑1(b)(2)(iv).
 
(b)            Book--Tax Difference.  If the Capital Accounts of the Members are computed with reference to the book value of any Asset that is different than the adjusted tax basis of the Asset, then the Capital Accounts of the Members shall be adjusted for depreciation, depletion, amortization and gain or loss as computed for book purposes with respect to the Asset under Treasury Regulations section 1.704-1(b)(2)(iv)(g).  The amount of book depreciation, depletion, or amortization for a period with respect to an item of property of the Company shall be the amount that bears the same relationship to the book value of such property (as determined for purposes of maintaining Capital Accounts) as the depreciation (or cost recovery deduction), depletion, or amortization computed for tax purposes with respect to such property for such period bears to the adjusted tax basis of such property; provided that, if such property has a zero adjusted tax basis, the book depreciation, depletion, or amortization may be determined under any reasonable method selected by the Management Committee; and provided further that the amount of book depletion with respect to a depletable property shall not exceed the book value of such property (as determined for purposes of maintaining the Capital Accounts).
 
(c)             Transfer of Interest.  If any interest in the Company is Transferred, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the Transferred interest, except as provided in Treasury Regulations section 1.704-1(b)(2)(iv)(1).
 
(d)            Distributions of Property.  If any property, other than money, is distributed to a Member, the Capital Accounts of the Members shall be adjusted to reflect the manner in which the unrealized items of Profit and Loss inherent in the distributed property (that has not been reflected previously in the Capital Accounts) would be allocated among the Members if there was a taxable disposition of the distributed property for the fair market value of the property on the date of the distribution taking into account section 7701(g) of the Code.  For this purpose, the fair market value of the distributed property shall be determined under Section 5.3.
 
Exhibit C – Tax Matters: Page 10
(e)             Depletable Properties.  Prior to the Effective Date, CORE Alaska made a Capital Contribution to the Company of depletable properties with respect to which CORE Alaska had an adjusted tax basis that may have consisted in part of depletable expenditures and in part of expenditures capitalized under Code sections 616(b), 291(b) and 59(e).  For purposes of maintaining Capital Accounts, the Company’s deductions with respect to contributed property in each year for depletion, deferred development expenditures under section 616(b) of the Code attributable to pre-contribution expenditures, amortization under section 291(b) of the Code attributable to pre-contribution expenditures, and amortization under section 59(e) of the Code attributable to pre-contribution expenditures shall be (i) the amount of the corresponding item determined for tax purposes under Section 4.4; multiplied by (ii) the ratio of (A) the book value at which the contributed property is recorded in the Capital Accounts, to (B) the adjusted tax basis of the contributed property (including basis resulting from capitalization of pre-contribution development expenditures under Code sections 616(b), 291(b), and 59(e)).
 
(f)               Restatement of Capital Accounts.  If the Members unanimously agree, upon the occurrence of an event described in Treasury Regulations section 1.704-1(b)(2)(iv)(f)(5), the Capital Accounts of the Members shall be restated under Treasury Regulations section 1.704-1(b)(2)(iv)(f) to reflect the manner in which unrealized items of Profit and Loss inherent in the Assets (that previously has not been reflected in the Capital Accounts) would be allocated among the Members if the Assets were sold in a taxable disposition for their fair market values as determined under Section 5.3.  After a revaluation under this Section 5.1(f), each Member’s share of depreciation, depletion, amortization and gain or loss, as computed for tax purposes, with respect to property that has been revalued under this Section 5.1(f) shall be determined in accordance with the principles of Code section 704(c) as applied under Section 4.3.
 
 5.2            Liquidation.  After the dissolution, and effective upon the liquidation of the Company, the liquidator shall cause the Capital Accounts of the Members to be restated in accordance with Section 5.1(f) to reflect any items of Profit or Loss that would be realized by the Company and allocated to the Members under Article III if the Assets were sold at the time of liquidation for their fair market values as determined under Section 5.3.
 
 5.3            Fair Market Values.  For purposes of Sections 5.1(d), 5.1(f) and 5.2, the fair market values of any Assets as of the time of determination shall be determined by the unanimous agreement of the Members or, if they cannot all agree, a nationally qualified independent appraiser selected by the unanimous agreement of the Members.
 
Exhibit C – Tax Matters: Page 11

 5.4            Modifications.  This Article V and the other provisions of this Exhibit C relating to the maintenance of Capital Accounts and allocations of items of Profit and Loss are intended to comply with Treasury Regulations section 1.704-1(b), and shall be interpreted and applied in a manner consistent with those Treasury Regulations.  If the Management Committee determines that it is prudent to modify the manner in which Capital Accounts, or any debits or credits to Capital Accounts, are computed in order to comply with those Treasury Regulations, then the Management Committee may make the prudent modifications if the modifications are not likely to have a material effect on the amount distributable to any Member upon liquidation of the Company under Section 7.2 of the Agreement.
 

Exhibit C – Tax Matters: Page 12

 
EXHIBIT D

Insurance


Exhibit D – Insurance: Page 1


EXHIBIT E

Initial Program and Budget


Exhibit E – Initial Program and Budget: Page 1


EXHIBIT F

Form of Toll Milling Agreement



Exhibit F – Form of Toll Milling Agreement:  Page 1