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): February 25, 2013

GOLD AMERICAN MINING CORP.
(Exact name of registrant as specified in its charter)

 (Former Name of Registrant)

Nevada
 
333-147056
 
35-2302128
(State or Other Jurisdiction  of Incorporation)
 
(Commission  File Number)
 
(IRS Employer Identification Number)

5320 South 900 East, Suite 260
Murray, Utah 84107  
(Address of principal executive offices) (zip code)

801-428-9703
(Registrant's telephone number, including area code)

Copies to:
Stephen M. Fleming, Esq.
Fleming PLLC
49 Front Street, Suite 206
Rockville Centre, New York 11570
Phone: (516) 833-5034
Fax: (516) 977-1209

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

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
 

 
 
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 8-K and other reports filed by Gold American Mining Corp., a Nevada corporation, from time to time with the Securities and Exchange Commission (collectively the "Filings") contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Company's management as well as estimates and assumptions made by the Company's management. When used in the filings the words "anticipate", "believe", "estimate", "expect", "future", "intend", "plan" or the negative of these terms and similar expressions as they relate to the Company’s or Company’s management identify forward looking statements.  Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of this report entitled "Risk Factors") relating to the Company’s industry, the Company’s operations and results of operations and any businesses that may be acquired by the Company. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Although the Company’s management believes that the expectations reflected in the forward looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results. The following discussion should be read in conjunction with the Company's financial statements and the related notes filed with this Form 8-K.

In this Form 8-K, references to "we", "our", "us", the "Company", or "Gold American" refer to Gold American Mining Corp., a Nevada corporation.

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
 
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
 
On February 25, 2013, Gold American, its majority shareholder (the “Majority Shareholder”), and its wholly-owned subsidiary, Inception Development Inc. (the “Subsidiary”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Inception Resources, LLC, a Utah corporation (“Inception Resources”), pursuant to which Gold American purchased the U.P. and Burlington Gold Mine in consideration of 16,000,000 shares of common stock of Gold American, the assumption of promissory notes in the amount of $950,000 and the assignment of a 3% net royalty.  The Asset Purchase Agreement closed on February 25, 2013 (the “Closing”).  We were a "shell company" (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) immediately prior to our acquisition of the gold mine pursuant to the terms of the Assert Purchase Agreement.  As a result of such acquisition, our operations our now focused on the ownership and operation of the mine acquired from Inception Resources. Consequently, we believe that acquisition has caused us to cease to be a shell company as we no longer have nominal operations.

Employment Agreements

On February 25, 2013, the Company entered into an employment agreement with Michael Ahlin pursuant to which he was appointed as the Chief Executive Officer, President, Treasurer, Secretary and Director of the Company.  Under the terms of his employment agreement, Mr. Ahlin will become eligible to receive an annual salary, bonus and stock option upon the Company achieving positive EBITDA in two consecutive quarters as reflected in its filings with the Securities and Exchange Commission (“SEC”).

On February 25, 2013, the Company entered into an employment agreement with Whit Cluff pursuant to which he was appointed as the Chief Financial Officer and Director of the Company.  Under the terms of his employment agreement, Mr. Cluff will become eligible to receive an annual salary, bonus and stock option upon the Company achieving positive EBITDA in two consecutive quarters as reflected in its filings with the SEC.

On February 25, 2013, the Company entered into an employment agreement with Brian Brewer pursuant to which he was appointed as the Chief Operating Officer and Director of the Company.  Under the terms of his employment agreement, Mr. Brewer will become eligible to receive an annual salary, bonus and stock option upon the Company achieving positive EBITDA in two consecutive quarters as reflected in its filings with the SEC.
 
 
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Agreements

On February 25, 2013, the Company entered into a retainer agreement with Fleming PLLC pursuant to which it was issued 300,000 shares of common stock of the Company in consideration of legal services.

On February 25, 2013, the Company entered into a retainer agreement with Antczak Polich Law, LLC pursuant to which it was issued 300,000 shares of common stock of the Company in consideration of legal services.

On February 25, 2013, the Company entered into a consulting agreement with Jeff Pike pursuant to which he was issued 50,000 shares of common stock of the Company in consideration of consulting services.

On February 25, 2013, the Company entered into a debt exchange agreement with Brett Bertolami pursuant to which he was issued 1,000,000   shares of common stock of the Company.

On February 25, 2013, the Company entered into a consulting agreement with BKBK Holding LLC pursuant to which it was issued 250,000 shares of common stock of the Company in consideration of consulting services.

On February 25, 2013, the Company entered into a consulting agreement with Highland Ventures LLC pursuant to which it was issued 250,000 shares of common stock of the Company in consideration of consulting services.

On February 25, 2013, the Company entered into a consulting agreement with Monte Carlo LLC pursuant to which it was issued 500,000 shares of common stock of the Company in consideration of consulting services.

On February 25, 2013, the Company entered into a consulting agreement with Powder Moon Corporation pursuant to which it was issued 100,000 shares of common stock of the Company in consideration of consulting services.

On February 25, 2013, the Company entered into a consulting agreement with Lee Kimball pursuant to which he was issued 100,000 shares of common stock of the Company in consideration of consulting services.
 
On February 25, 2013, the Company entered into a consulting agreement with Danzig Ltd. pursuant to which he was issued 565,094shares of common stock of the Company in consideration of consulting services.

On February 25, 2013, the Company entered into a consulting agreement with First Trust Management Inc. pursuant to which it was issued 200,000 shares of common stock of the Company in consideration of consulting services.
 
On February 25, 2013, the Company entered into a consulting agreement with Mitch Cohen pursuant to which he was issued 150,000 shares of common stock of the Company in consideration of consulting services.
 
Overview

We are a mining exploration stage company engaged in the acquisition, exploration, and development of mineral properties, primarily for gold, from owned mining properties.  Inception Resources has acquired one project, as described below. Our target properties are those that have been the subject of historical exploration. We have not generated revenue from mining operations.
 
 
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U.P. & Burlington Gold Mine, Salmon, Lemhi County, Idaho

On February 25, 2013, the Company acquired certain real property and the associated exploration permits and mineral rights commonly known as the U.P. and Burlington Gold Mine (“UP & Burlington” or the “Mine”) pursuant to that certain asset purchase agreement entered between the Company, its majority shareholder (the “Majority Shareholder”), and its wholly-owned subsidiary, Inception Development Inc. (the “Subsidiary”) on one hand, and Inception Resources on the other hand, dated February 25, 2013(the “Asset Purchase Agreement”).   We are presently in the exploration stage at UP & Burlington.  UP & Burlington contains two Federal patented mining claims which Inception Resources acquired for the purpose of the exploration and potential development of gold on the 40 acres which comprises UP & Burlington.
 
UP & Burlington is a private gold property which was discovered in 1892 which has been held unused in a family trust for the past 75 years.  UP & Burlington is located in County of Lemhi, Northwest of Salmon, Idaho, at an elevation of 3,994 feet.  The UP & Burlington site is located six miles from the city of Salmon; is 0.6 miles away from the closest major road (Ridge Rd.); and is 1.56 miles away from the closest major power line.  We believe Salmon, along with the surrounding County of Lemhi, provides an excellent infrastructure for our mine.  Salmon has a population of 3,122 and Lemhi County has a population of 7,806.  In September 2011, heavy maintenance and right-of-way repair was completed and a new road to UP & Burlington was constructed.
 
UP & Burlington’s two gold mining claims were brought to patent in 1900, which covers the Mine’s 40 acres.  Subsequently, in 1989, a U.S. Forest Survey was performed on the UP & Burlington site confirming that the patented claims cover an area which is six hundred feet by three thousand feet (600’x300’).  The Mine’s patented claims remove the challenges associated when working on U.S. Forest lands, Bureau of Land Management (“BLM”), state or other property types.  With our purchase of UP & Burlington, we have the benefit or working on private land, which requires only a hauling / road permit to commence significant operations.

As part of our initial Plan of Operations, we have compiled a two-phase plan in which we intend to fund underground mining with operating profits from surface mining, if any. During Phase I, we plan to obtain the necessary permitting, make additional access road and surface improvements, implement surface mining on a 2,500 foot per day-lighted vein to depths of 40 – 60 feet, and achieve Confirmatory Core Drilling (NI43-101), Vein Definition and Ore Valuation.  In Phase II, we plan to contract an underground mining and operations plan, expand portal development leveraging existing underground access and implement underground mining to a depth based on optimizing costs versus processed ore value.  There is no guarantee that we will be successful in implementing either Phase I or Phase II.
 
Our Tactical Plan includes obtaining a Lemhi County Conditional Use Permit, an Idaho Department of Lands Surface Reclamation Bond and permitting for the U.S. Forest Service Access Road, as well as obtaining major contracts such as geotechnical contracts, surface mining contracts, toll processing contracts and underground mine plan contracts.
 
The Company and its independent consultants have developed a detailed exploration drilling program to confirm and expand mineralized zones in the Mine and collect additional environmental and technical data. The first phase of confirmation and expansion drilling will begin in [  ] 2013 and the Company intends to continue drilling, metallurgical testing, engineering and environmental programs and studies during 2013 and soon thereafter update the historic feasibility study and environmental permit applications.  

We also plan to review opportunities and acquire additional mineral properties with current or historic precious and base metal mineralization with meaningful exploration potential.

 
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Competitive Business Conditions

We compete with many companies in the mining business, including larger, more established mining companies with substantial capabilities, personnel and financial resources. There is a limited supply of desirable mineral lands available for claim-staking, lease or acquisition in the United States and other areas where we may conduct exploration activities.  Because we compete with individuals and companies that have greater financial resources and larger technical staffs, we may be at a competitive disadvantage in acquiring desirable mineral properties.  From time to time, specific properties or areas that would otherwise be attractive to us for exploration or acquisition are unavailable due to their previous acquisition by other companies or our lack of financial resources.  Competition in the mining industry is not limited to the acquisition of mineral properties but also extends to the technical expertise to find, advance, and operate such properties; the labor to operate the properties; and the capital needed to fund the acquisition and operation of such properties.  Competition may result in our company being unable not only to acquire desired properties, but to recruit or retain qualified employees, to obtain equipment and personnel to assist in our exploration activities or to acquire the capital necessary to fund our operation and advance our properties.  Our inability to compete with other companies for these resources would have a material adverse effect on our results of operation and business.  The mineral exploration industry is highly fragmented, and we are a very small participant in this sector. Many of our competitors explore for a variety of minerals and control many different properties around the world. Many of them have been in business longer than we have and have established strategic partnerships and relationships and have greater financial resources than we do.

There is significant competition for properties suitable for gold exploration. As a result, we may be unable to continue to acquire interests in attractive properties on terms that we consider acceptable. We will be subject to competition and unforeseen limited sources of supplies in the industry in the event spot shortages arise for supplies such as dynamite, and certain equipment such as drill rigs, bulldozers and excavators that we will need to conduct exploration.  If we are unsuccessful in securing the products, equipment and services we need we may have to suspend our exploration plans until we are able to secure them.

Market for Gold
 
In the event that gold is produced from our property, we believe that wholesale purchasers for the gold would be readily available. Readily available wholesale purchasers of gold and other precious metals exist in the United States and throughout the world. Among the largest are Handy & Harman, Engelhard Industries and Johnson Matthey, Ltd.  Historically, these markets are liquid and volatile. Wholesale purchase prices for precious metals can be affected by a number of factors, all of which are beyond our control, including but not limited to:
 
 
o
fluctuation in the supply of, demand and market price for gold;
 
o
mining activities of our competitors;
 
o
sale or purchase of gold by central banks and for investment purposes by individuals and financial institutions;
 
o
interest rates;
 
o
currency exchange rates;
 
o
inflation or deflation;
 
o
fluctuation in the value of the United States dollar and other currencies; and
 
o
political and economic conditions of major gold or other mineral-producing countries.
 
If we find gold that is deemed of economic grade and in sufficient quantities to justify removal, we may seek additional capital through equity or debt financing to build a mine and processing facility, or enter into joint venture or other arrangements with large and more experienced companies better able to fund ongoing exploration and development work, or find some other entity to mine our property on our behalf, or sell or lease our rights to mine the gold. Upon mining, the ore would be processed through a series of steps that produces a rough concentrate. This rough concentrate is then sold to refiners and smelters for the value of the minerals that it contains, less the cost of further concentrating, refining and smelting. Refiners and smelters then sell the gold on the open market through brokers who work for wholesalers including the major wholesalers listed above. We have not found any gold as of today, and there is no assurance that we will find any gold in the future.
 
 
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Compliance with Government Regulation

Mining Operations .   The operation of mines is governed by both federal and state laws.  We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the United States generally.  Federal laws, such as those governing the purchase, transport or storage of explosives, and those governing mine safety and health, also apply. The Company plans to obtain a Lemhi County Conditional Use Permit, an Idaho Department of Lands Surface Reclamation Bond and permitting for the U.S. Forest Service Access Road,

When the mines come into production we will also be subject to the rules and regulations of the Mine Safety and Health Administration, a Division of the United States Department of Labor.

Environmental Laws .   Mining activities at the Company’s properties are also subject to various environmental laws, both federal and state, including but not limited to the federal National Environmental Policy Act, CERCLA (as defined below), the Resource Recovery and Conservation Act, the Clean Water Act, the Clean Air Act and the Endangered Species Act, and certain Idaho state laws governing the discharge of pollutants and the use and discharge of water.  Various permits from federal and state agencies are required under many of these laws.  Local laws and ordinances may also apply to such activities as construction of facilities, land use, waste disposal, road use and noise levels.

These laws and regulations are continually changing and, as a general matter, are becoming more restrictive.  The Company’s policy is to conduct our business in a manner that safeguards public health and mitigates the environmental effects of our business activities.  To comply with these laws and regulations, we have made, and in the future may be required to make, capital and operating expenditures.

The Comprehensive Environmental Response, Compensation, and Liability Act of 1980 , as amended (CERCLA), imposes strict, joint, and several liability on parties associated with releases or threats of releases of hazardous substances.  Liable parties include, among others, the current owners and operators of facilities at which hazardous substances were disposed or released into the environment and past owners and operators of properties who owned such properties at the time of such disposal or release.  This liability could include response costs for removing or remediating the release and damages to natural resources.  Our properties, because of past mining activities, could give rise to potential liability under CERCLA.

Under the Resource Conservation and Recovery Act (RCRA) and related state laws, mining companies may incur costs for generating, transporting, treating, storing, or disposing of hazardous or solid wastes associated with certain mining-related activities.  RCRA costs may also include corrective action or clean up costs.

Mining operations may produce air emissions, including fugitive dust and other air pollutants, from stationary equipment, such as crushers and storage facilities, and from mobile sources such as trucks and heavy construction equipment.  All of these sources are subject to review, monitoring, permitting, and/or control requirements under the federal Clean Air Act and related state air quality laws.  Air quality permitting rules may impose limitations on our production levels or create additional capital expenditures in order to comply with the permitting conditions.

Under the federal Clean Water Act and the delegated Colorado water-quality program, point-source discharges into waters of the State are regulated by the National Pollution Discharge Elimination System (NPDES) program.  Stormwater discharges also are regulated and permitted under that statute.   Section 404 of the Clean Water Act regulates the discharge of dredge and fill material into Waters of the United States, including wetlands.  All of those programs may impose permitting and other requirements on our operations.

The National Environmental Policy Act (NEPA) requires an assessment of the environmental impacts of major federal actions.  The federal action requirement must be satisfied if the project involves federal land or if the federal government provides financing or permitting approvals.  NEPA does not establish any substantive standards, but requires the analysis of any potential impacts.  The scope of the assessment process depends on the size of the project.  An Environmental Assessment (EA) may be adequate for smaller projects. An Environmental Impact Statement (EIS), which is much more detailed and broader in scope than an EA, is required for larger projects. NEPA compliance requirements for any of our proposed projects could result in additional costs or delays.
 
 
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The Endangered Species Act (ESA) is administered by the U.S. Fish and Wildlife Service of the U.S. Department of Interior. The purpose of the ESA is to conserve and recover listed endangered and threatened species and their habitat. Under the ESA, endangered means that a species is in danger of extinction throughout all or a significant portion of its range. The term threatened under such statute means that a species is likely to become endangered within the foreseeable future. Under the ESA, it is unlawful to take a listed species, which can include harassing or harming members of such species or significantly modifying their habitat. Future identification of endangered species or habitat in our project areas may delay or adversely affect our operations.
 
U.S. federal and state reclamation requirements often mandate concurrent reclamation and require permitting in addition to the posting of reclamation bonds, letters of credit or other financial assurance sufficient to guarantee the cost of reclamation. If reclamation obligations are not met, the designated agency could draw on these bonds or letters of credit to fund expenditures for reclamation requirements. Reclamation requirements generally include stabilizing, contouring and re-vegetating disturbed lands, controlling drainage from portals and waste rock dumps, removing roads and structures, neutralizing or removing process solutions, monitoring groundwater at the mining site, and maintaining visual aesthetics.

  Research and Development

During the fiscal year ended July 31, 2012 and the period from inception until October 31, 2011, we have had no expense related to research and development.

Corporate Office

Our principal executive office is   5320 South 900 East, Suite 260, Murray, Utah 84107. Our main telephone number is 801-428-9703. Annual Reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports are available free of charge through the Securities and Exchange Commission’s website at www.sec.gov as soon as reasonably practicable after those reports are electronically filed with or furnished to the SEC.

Employees
 
As of the date of this filing, we currently employ three (3) full-time employees.  We have contracts with various independent contractors and consultants to fulfill additional needs, including investor relations, exploration, development, permitting, and other administrative functions, and may staff further with employees as we expand activities and bring new projects on line.
 
Legal Proceedings
 
We are not involved in any pending legal proceeding or litigations and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on the Company.

 
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  RISK FACTORS

High Degree of Risk

An investment in our securities involves a high degree of risk. You should consider carefully the following risks, along with all of the other information included in this report, before deciding to buy our common stock. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also impair our business operations. If we are unable to prevent events that have a negative effect from occurring, then our business may suffer.

Risks Relating to Our Company
 
We have incurred losses since our inception in 2007 and may never be profitable which raises doubt about our ability to continue as a going concern.
 
Since our inception in 2007, we have had nominal operations and incurred operating losses.  As of October 31, 2012, our accumulated deficit since inception was approximately $22,622.  We have substantial current obligations and at October 31, 2012, we had approximately $27,635 of current liabilities as compared to only approximately $5,013 of current assets.  Since inception, we have been able to raise only minimal additional capital, and we have minimal cash on hand.  Accordingly, the Company does not have sufficient cash resources or current assets to pay its current obligations, and we have been meeting many of our obligations through the issuance of our common stock to our employees, consultants and advisors as payment for the goods and services.
 
 Our management continues to search for additional financing; however, considering the difficult U.S. and global economic conditions along with the substantial turmoil in the capital and credit markets, there is a significant possibility that we will be unable to obtain financing to continue our operations.

As we are in the beginning stages of our exploration activities on UP & Burlington and such property has not generated revenue in the recent past, we expect to incur additional losses in the foreseeable future, and such losses may continue to be significant. To become profitable, we must be successful in raising capital to continue with our mining efforts, exploration activities, meet the work commitment requirements on UP & Burlington, discover economically feasible mineralization deposits and establish reserves, successfully develop the properties and finally realize adequate prices on our minerals in the marketplace.  It could be years before we receive any revenues from gold production, if ever. Thus, we may never be profitable.

These circumstances raise substantial doubt about our ability to continue as a going concern as described in an explanatory paragraph to our independent registered public accounting firm's report on our audited financial statements as of and for the year ended July 31, 2012.  If we are unable to continue as a going concern, investors will likely lose all of their investment in our company.  

Since we have a limited operating history, it is difficult for potential investors to evaluate our business.
 
Our limited operating history makes it difficult for potential investors to evaluate our business or prospective operations. Since our formation, we have not generated any revenues. As an early stage company, which has recently made an acquisition, we are subject to all the risks inherent in the initial organization, financing, expenditures, complications and delays inherent in a new business. Investors should evaluate an investment in us in light of the uncertainties encountered by developing companies in a competitive environment. Our business is dependent upon the implementation of our business plan. There can be no assurance that our efforts will be successful or that we will ultimately be able to attain profitability.

 
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The feasibility of mineral extraction from UP & Burlington has not yet been established; as we have not completed exploration or other work necessary to determine if it is commercially feasible to develop the properties.

We are currently a mining exploration stage company.  
 
UP & Burlington does not have any proven or probable reserves.  A “reserve,” as defined by the SEC, is that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. A reserve requires a feasibility study demonstrating with reasonable certainty that the deposit can be economically extracted and produced. We have not yet completed our feasibility study with regard to UP & Burlington.  As a result, we currently have no reserves and there are no assurances that we will be able to prove that there are reserves on UP & Burlington.

On February 10, 2013, we acquired U.P. & Burlington Gold Mine in part through the delivery of promissory notes in the amount of $950,000 of which $100,000 is due and payable on or before January 31, 2013, $350,000 is due and payable on or before July 31, 2013 and the remaining balance of $500,000 is due and payable on or before April 15, 2014.  We will be required to obtain debt or equity financing from external sources in order to fund payment of the outstanding promissory notes.  

Exploring for gold is an inherently speculative business.
 
Natural resource exploration, and exploring for gold in particular, is a business that by its nature is very speculative. There is a strong possibility that we will not discover gold or any other resources which can be mined or extracted at a profit. Even if we do discover gold or other deposits, the deposit may not be of the quality or size necessary for us or a potential purchaser of the property to make a profit from actually mining it. Few properties that are explored are ultimately developed into producing mines. Unusual or unexpected geological formations, geological formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor are just some of the many risks involved in mineral exploration programs and the subsequent development of gold deposits.

We may never find commercially viable gold or other reserves.

Mineral exploration and development involve a high degree of risk and few properties that are explored are ultimately developed into producing mines. We cannot assure you that any future mineral exploration and development activities will result in any discoveries of proven or probable reserves as defined by the SEC since such discoveries are remote. Nor can we provide any assurance that, even if we discover commercial quantities of mineralization, a mineral property will be brought into commercial production. Development of our mineral properties will follow only upon obtaining sufficient funding and satisfactory exploration results.

We will require significant additional capital to continue our exploration activities, and, if warranted, to develop mining operations.

We will be required to raise significantly more capital in order to develop UP & Burlington for mining production assuming that economically viable reserves exist. There is no assurance that our investments in UP & Burlington will be financially productive.  Our ability to obtain necessary funding depends upon a number of factors, including the price of gold and other base metals and minerals which we are able to mine, the status of the national and worldwide economy and the availability of funds in the capital markets. If we are unable to obtain the required financing in the near future for these or other purposes, our exploration activities would be delayed or indefinitely postponed, we would likely lose our lease/options and option to acquire an ownership interest in UP & Burlington and this would likely, eventually, lead to failure of our Company. Even if financing is available, it may be on terms that are not favorable to us, in which case, our ability to become profitable or to continue operating would be adversely affected. If we are unable to raise funds to continue our exploration and feasibility work on UP & Burlington, or if commercially viable reserves are not present, the market value of our securities will likely decline, and our investors may lose some or all of their investment.
 
 
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The global financial crisis may have an impact on our business and financial condition in ways that we currently cannot predict.
 
The continued credit crisis and related turmoil in the global financial system may have an impact on our business and financial position. The recent high costs of fuel and other consumables may negatively impact costs of our operations. In addition, the financial crisis may limit our ability to raise capital through credit and equity markets. As discussed further below, the prices of the metals that we may produce are affected by a number of factors, and it is unknown how these factors will be impacted by a continuation of the financial crisis.

Historical production of gold at UP & Burlington may not be indicative of the potential for future development or revenue.

Historical production of gold and minerals from the UP & Burlington cannot be relied upon as an indication that UP & Burlington will have commercially feasible reserves. Investors in our securities should not rely on historical operations of UP & Burlington as an indication that we will be able to place UP & Burlington into commercial production again. We expect to incur losses unless and until such time as the properties enter into commercial production and generate sufficient revenue to fund our continuing operations.

Fluctuating gold and mineral prices could negatively impact our business plan.

The potential for profitability of our gold and mineral mining operations and the value of any mining properties we may acquire will be directly related to the market price of gold and minerals that we mine. Historically, gold and other mineral prices have widely fluctuated, and are influenced by a wide variety of factors, including inflation, currency fluctuations, regional and global demand and political and economic conditions. Fluctuations in the price of gold and other minerals that we mine may have a significant influence on the market price of our common stock and a prolonged decline in these prices will have a negative effect on our results of operations and financial condition.

Our business is subject to extensive environmental regulations which may make exploring for or mining prohibitively expensive, and which may change at any time.

All of our operations are subject to extensive environmental regulations which can make exploration expensive or prohibit it altogether. We may be subject to potential liabilities associated with the pollution of the environment and the disposal of waste products that may occur as the result of exploring and other related activities on our properties. We may have to pay to remedy environmental pollution, which may reduce the amount of money that we have available to use for exploration. This may adversely affect our financial position, which may cause you to lose your investment. If we are unable to fully remedy an environmental problem, we might be required to suspend operations or to enter into interim compliance measures pending the completion of the required remedy. If a decision is made to mine our properties and we retain any operational responsibility for doing so, our potential exposure for remediation may be significant, and this may have a material adverse effect upon our business and financial position. We have not yet purchased insurance for potential environmental risks (including potential liability for pollution or other hazards associated with the disposal of waste products from our exploration activities). However, if we mine one or more of our properties and retain operational responsibility for mining, then such insurance may not be available to us on reasonable terms or at a reasonable price. All of our exploration and, if warranted, development activities may be subject to regulation under one or more local, state and federal environmental impact analyses and public review processes. It is possible that future changes in applicable laws, regulations and permits or changes in their enforcement or regulatory interpretation could have significant impact on some portion of our business, which may require our business to be economically re-evaluated from time to time. These risks include, but are not limited to, the risk that regulatory authorities may increase bonding requirements beyond our financial capability. Inasmuch as posting of bonding in accordance with regulatory determinations is a condition to the right to operate under all material operating permits, increases in bonding requirements could prevent operations even if we are in full compliance with all substantive environmental laws.
 
 
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We may be denied the government licenses and permits which we need to explore on our properties.  In the event that we discover commercially exploitable deposits, we may be denied the additional government licenses and permits which we will need to mine our properties.

Exploration activities usually require the granting of permits from various governmental agencies. For example, exploration drilling on unpatented mineral claims requires a permit to be obtained from the United States Bureau of Land Management, which may take several months or longer to grant the requested permit. Depending on the size, location and scope of the exploration program, additional permits may also be required before exploration activities can be undertaken. Prehistoric or Indian grave yards, threatened or endangered species, archeological sites or the possibility thereof, difficult access, excessive dust and important nearby water resources may all result in the need for additional permits before exploration activities can commence. As with all permitting processes, there is the risk that unexpected delays and excessive costs may be experienced in obtaining required permits. The needed permits may not be granted at all. Delays in or our inability to obtain necessary permits will result in unanticipated costs, which may result in serious adverse effects upon our business.

The values of our properties are subject to volatility in the price of gold and any other deposits we may seek or locate.

Our ability to obtain additional and continuing funding, and our profitability in the unlikely event we ever commence mining operations or sell our rights to mine, will be significantly affected by changes in the market price of gold. Gold prices fluctuate widely and are affected by numerous factors, all of which are beyond our control. Some of these factors include the sale or purchase of gold by central banks and financial institutions; interest rates; currency exchange rates; inflation or deflation; fluctuation in the value of the United States dollar and other currencies; speculation; global and regional supply and demand, including investment, industrial and jewelry demand; and the political and economic conditions of major gold or other mineral producing countries throughout the world, such as Russia and South Africa. The price of gold or other minerals have fluctuated widely in recent years, and a decline in the price of gold could cause a significant decrease in the value of our properties, limit our ability to raise money, and render continued exploration and development of our properties impracticable. If that happens, then we could lose our rights to our properties and be compelled to sell some or all of these rights. Additionally, the future development of our properties beyond the exploration stage is heavily dependent upon the level of gold prices remaining sufficiently high to make the development of our properties economically viable. You may lose your investment if the price of gold decreases. The greater the decrease in the price of gold, the more likely it is that you will lose money.

Our property titles may be challenged. We are not insured against any challenges, impairments or defects to our mineral claims or property titles. We have not fully verified title to our properties.

Our future unpatented claims will be created and maintained in accordance with the federal General Mining Law of 1872. Unpatented claims are unique U.S. property interests and are generally considered to be subject to greater title risk than other real property interests because the validity of unpatented claims is often uncertain. This uncertainty arises, in part, out of the complex federal and state laws and regulations under the General Mining Law. Defending any challenges to our future property titles may be costly, and may divert funds that could otherwise be used for exploration activities and other purposes. In addition, unpatented claims are always subject to possible challenges by third parties or contests by the federal government, which, if successful, may prevent us from exploiting our discovery of commercially extractable gold. Challenges to our title may increase our costs of operation or limit our ability to explore on certain portions of our properties. We are not insured against challenges, impairments or defects to our property titles, nor do we intend to carry extensive title insurance in the future. Potential conflicts to our mineral claims are discussed in detail elsewhere herein.

Possible amendments to the General Mining Law could make it more difficult or impossible for us to execute our business plan.

The U.S. Congress has considered proposals to amend the General Mining Law of 1872 that would have, among other things, permanently banned the sale of public land for mining. The proposed amendment would have expanded the environmental regulations to which we might be subject and would have given Indian tribes the ability to hinder or prohibit mining operations near tribal lands. The proposed amendment would also have imposed a royalty of 8% of gross revenue on new mining operations located on federal public land, which might have applied to our future properties. The proposed amendment would have made it more expensive or perhaps too expensive to recover any otherwise commercially exploitable gold deposits which we might find on our future properties. While at this time the proposed amendment is no longer pending, this or similar changes to the law in the future could have a significant impact on our business model.
 
 
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Market forces or unforeseen developments may prevent us from obtaining the supplies and equipment necessary to explore for gold and other resources.
 
Gold exploration, and resource exploration in general, has demands for contractors and unforeseen shortages of supplies and/or equipment could result in the disruption of our planned exploration activities.  Current demand for exploration drilling services, equipment and supplies is robust and could result in suitable equipment and skilled manpower being unavailable at scheduled times for our exploration program. Fuel prices are extremely volatile as well. We will attempt to locate suitable equipment, materials, manpower and fuel if sufficient funds are available. If we cannot find the equipment and supplies needed for our various exploration programs, we may have to suspend some or all of them until equipment, supplies, funds and/or skilled manpower become available. Any such disruption in our activities may adversely affect our exploration activities and financial condition.

We may not be able to maintain the infrastructure necessary to conduct exploration activities.
 
Our exploration activities depend upon adequate infrastructure.  Reliable roads, bridges, power sources and water supply are important factors which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect our exploration activities and financial condition.

Our exploration activities may be adversely affected by the local climates, which could prevent or impair us from exploring our properties year round.
 
The local climate Idaho may impair or prevent us from conducting exploration activities on our properties year round. Because of its rural location and limited infrastructure in this areas, our property is generally impassible for several days per year as a result of significant rain or snow events. Earthquakes, heavy rains, snowstorms, and floods could result in serious damage to or the destruction of facilities, equipment or means of access to our properties, or may otherwise prevent us from conducting exploration activities on our properties.
 
We do not currently carry any property or casualty insurance.

Our business is subject to a number of risks and hazards generally, including but not limited to adverse environmental conditions, industrial accidents, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to our properties, equipment, infrastructure, personal injury or death, environmental damage, delays, monetary losses and possible legal liability. You could lose all or part of your investment if any such catastrophic event occurs. We do not carry any property or casualty insurance at this time (except that we will carry all insurances that we are required to by law, such as motor vehicle and workers compensation plus other coverage that may be in the best interest of the Company). Even if we do obtain insurance, it may not cover all of the risks associated with our operations. Insurance against risks such as environmental pollution or other hazards as a result of exploration and operations are often not available to us or to other companies in our business on acceptable terms. Should any events against which we are not insured actually occur, we may become subject to substantial losses, costs and liabilities which will adversely affect our financial condition.

Reclamation obligations on UP & Burlington could require significant additional expenditures.

We are responsible for the reclamation obligations related to any exploratory and mining activities located on UP & Burlington. Since we have only begun exploration activities, we cannot estimate these costs at this time.  The satisfaction of current and future bonding requirements and reclamation obligations will require a significant amount of capital. There is a risk that we will be unable to fund these additional bonding requirements, and further that increases to our bonding requirements or excessive actual reclamation costs will negatively affect our financial position and results of operation.
 
 
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Title to mineral properties can be uncertain, and we are at risk of loss of ownership of our property.

Our ability to explore and mine future leased and optioned properties depends on the validity of title to that property. While UP & Burlington consists of patented mining claims, future unpatented mining claims are effectively only a lease from the federal government to extract minerals; thus an unpatented mining claim is subject to contest by third parties or the federal government. These uncertainties relate to such things as the sufficiency of mineral discovery, proper posting and marking of boundaries, failure to meet statutory guidelines, assessment work and possible conflicts with other claims not determinable from descriptions of record. Since a substantial portion of all mineral exploration, development and mining in the United States now occurs on unpatented mining claims, this uncertainty is inherent in the mining industry. Thus, there may be challenges to the title to future properties which, if successful, could impair development and/or operations.

Our ongoing operations and past mining activities of others are subject to environmental risks, which could expose us to significant liability and delay, suspension or termination of our operations.

Mining exploration and exploitation activities are subject to federal, state and local laws, regulations and policies, including laws regulating the removal of natural resources from the ground and the discharge of materials into the environment. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Exploration and exploitation activities are also subject to federal, state and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of exploration methods and equipment.

Environmental and other legal standards imposed by federal, state or local authorities are constantly evolving, and typically in a manner which will require stricter standards and enforcement, and increased fines and penalties for non-compliance. Such changes may prevent us from conducting planned activities or increase our costs of doing so, which would have material adverse effects on our business. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages that we may not be able to or elect not to insure against due to prohibitive premium costs and other reasons. Unknown environmental hazards may exist on UP & Burlington, or we may acquire properties in the future that have unknown environmental issues caused by previous owners or operators, or that may have occurred naturally.

UP & Burlington is subject to royalties on production.

As part of our purchase of UP & Burlington we granted a Net Smelter Royalty ("NSR") of 3%.  In addition, historical royalties may be asserted by third-parties which are currently unknown to us.
Our industry is highly competitive, attractive mineral lands are scarce and we may not be able to obtain quality properties.

We compete with many companies in the mining industry, including large, established mining companies with capabilities, personnel and financial resources that far exceed our limited resources. In addition, there is a limited supply of desirable mineral lands available for claim-staking, lease or acquisition in the United States, and other areas where we may conduct exploration activities. We are at a competitive disadvantage in acquiring mineral properties, since we compete with these larger individuals and companies, many of which have greater financial resources and larger technical staffs. Likewise, our competition extends to locating and employing competent personnel and contractors to prospect, develop and operate mining properties. Many of our competitors can offer attractive compensation packages that we may not be able to meet. Such competition may result in our company being unable not only to acquire desired properties, but to recruit or retain qualified employees or to acquire the capital necessary to fund our operation and advance our properties. Our inability to compete with other companies for these resources would have a material adverse effect on our results of operation and business.
 
 
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We depend on our Chief Executive Officer and Mine Operations Director and the loss of these individuals could adversely affect our business.

Our company is completely dependent on our Chief Executive Officer, Michael Ahlin, our Chief Financial Officer, Whit Cluff and our Chief Operating Officer, Brian Brewer, who are also  members of our Board of Directors. As of the date of this report, we only employed three individual: Messrs. Ahlin, Cluff and Brewer. Thus, the loss of Messrs. Ahlin, Cluff and Brewer could significantly and adversely affect our business, and certainly the loss of all three individuals on or about the same time could result in a complete failure of the Company.  We do not carry any life insurance on the life of Messr. Ahlin, Cluff and Brewer.

The nature of mineral exploration and production activities involves a high degree of risk and the possibility of uninsured losses that could materially and adversely affect our operations.

Exploration for minerals is highly speculative and involves greater risk than many other businesses. Many exploration programs do not result in the discovery of economically feasible mineralization. Few properties that are explored are ultimately advanced to the stage of producing mines. We are subject to all of the operating hazards and risks normally incident to exploring for and developing mineral properties such as, but not limited to:

            economically insufficient mineralized material;
           fluctuations in production costs that may make mining uneconomical;
           labor disputes;
           unanticipated variations in grade and other geologic problems;
           environmental hazards;
           water conditions;
           difficult surface or underground conditions;
           industrial accidents; personal injury, fire, flooding, cave-ins and landslides;
           metallurgical and other processing problems;
           mechanical and equipment performance problems; and
           decreases in revenues and reserves due to lower gold and mineral prices.

Any of these risks can materially and adversely affect, among other things, the development of properties, production quantities and rates, costs and expenditures and production commencement dates. We currently have no insurance to guard against any of these risks. If we determine that capitalized costs associated with any of our mineral interests are not likely to be recovered, we would incur a write-down of our investment in these interests. All of these factors may result in losses in relation to amounts spent which are not recoverable.

Our operations are subject to permitting requirements which could require us to delay, suspend or terminate our operations on our mining property.

Our operations and exploration activities on UP & Burlington, require permits from the state and federal governments. We may be unable to obtain these permits in a timely manner, on reasonable terms or at all. If we cannot obtain or maintain the necessary permits, or if there is a delay in receiving these permits, our timetable and business plan for exploration of UP & Burlington will be adversely affected.
 
 
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Risks Associated with Our Common Stock in General

Trading on the Over the Counter markets may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTCQB Inter-Dealer Quotation System owned and operated by the OTC Markets Group, Inc. and the OTC Pink Sheet service of the Financial Industry Regulatory Authority (“FINRA”) under the symbol SILA.  We intend to change the name of the company and the symbol in the near future.  Trading in stock quoted on over the counter markets is often thin, volatile, and characterized by wide fluctuations in trading prices due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the over the counter markets are not a stock exchange, and trading of securities on the over the counter markets is often more sporadic than the trading of securities listed on other stock exchanges such as the NASDAQ Stock Market, New York Stock Exchange or American Stock Exchange.  Accordingly, our shareholders may have difficulty reselling any of their shares.

Our stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations and the FINRA’s sales practice requirements, which may limit a stockholders ability to buy and sell our stock.

Our stock is a penny stock. The SEC has adopted Rule 15g-9 which generally defines penny stock to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors. The term accredited investor refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customers’ account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability or willingness of broker-dealers to trade our securities. We believe that the penny stock rules discourage broker-dealer and investor interest in, and limit the marketability of, our common stock.

Our common stock may be affected by limited trading volume and price fluctuation which could adversely impact the value of our common stock.
 
There has been limited trading in our common stock and there can be no assurance that an active trading market in our common stock will either develop or be maintained. Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations which could adversely affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. These fluctuations may also cause short sellers to periodically enter the market in the belief that we will have poor results in the future. We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our common stock will be stable or appreciate over time.
 
 
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FINRA sales practice requirements may also limit a stockholders ability to buy and sell our stock.

In addition to the penny stock rules promulgated by the SEC, which are discussed in the immediately preceding risk factor, FINRA rules require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the ability to buy and sell our stock and have an adverse effect on the market value for our shares.

Because the SEC imposes additional sales practice requirements on brokers who deal in shares of penny stocks, some brokers may be unwilling to trade our securities.  This means that you may have difficulty reselling your shares, which may cause the value of your investment to decline.

Our shares are classified as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) which imposes additional sales practice requirements on broker-dealers who sell our securities in this offering or in the aftermarket.  For sales of our securities, broker-dealers must make a special suitability determination and receive a written agreement prior from you to making a sale on your behalf. Because of the imposition of the foregoing additional sales practices, it is possible that broker-dealers will not want to make a market in our common stock.  This could prevent you from reselling your shares and may cause the value of your investment to decline.
 
A decline in the price of our common stock could affect our ability to raise further working capital, it may adversely impact our ability to continue operations and we may go out of business.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital.  Because we may attempt to acquire a significant portion of the funds we need in order to conduct our planned operations through the sale of equity securities, or convertible debt instruments, a decline in the price of our common stock could be detrimental to our liquidity and our operations because the decline may cause investors to not choose to invest in our stock. If we are unable to raise the funds we require for all our planned operations, we may be forced to reallocate funds from other planned uses and may suffer a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations.   a result, our business may suffer, and not be successful and we may go out of business. We also might not be able to meet our financial obligations if we cannot raise enough funds through the sale of our common stock and we may be forced to go out of business.

Our stock price may be volatile.

The stock market in general has experienced volatility that often has been unrelated to the operating performance of any specific public company. The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:
 
 
changes in our industry;
 
competitive pricing pressures;
 
our ability to obtain working capital financing;
 
additions or departures of key personnel;
 
limited “public float” in the hands of a small number of persons who sales or lack of sales could result in positive or negative pricing pressure on the market prices of our common stock;
 
sales of our common stock;
 
our ability to execute our business plan;
 
operating results that fall below expectations;
 
loss of any strategic relationship;
 
regulatory developments;
 
economic and other external factors; and
 
period-to-period fluctuations in our financial results.
 
 
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In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

We have never paid a cash dividend on our common stock and we do not anticipate paying any in the foreseeable future.

We have not paid a cash dividend on our common stock to date, and we do not intend to pay cash dividends in the foreseeable future. Our ability to pay dividends will depend on our ability to successfully develop one or more properties and generate revenue from operations. Notwithstanding, we will likely elect to retain any earnings, if any, to finance our growth. Future dividends may also be limited by bank loan agreements or other financing instruments that we may enter into in the future. The declaration and payment of dividends will be at the discretion of our Board of Directors.

There is currently no liquid trading market for our common stock and we cannot ensure that one will ever develop or be sustained.

To date there has been no liquid trading market for our common stock. We cannot predict how liquid the market for our common stock might become. Since June 26, 2008, our common stock has been quoted for trading on the OTC Bulletin Board under the symbol SILA, and, as soon as is practicable, we intend to apply for listing of our common stock on either the NYSE Amex, The Nasdaq Capital Market or other national securities exchange, assuming that we can satisfy the initial listing standards for such exchange. We currently do not satisfy the initial listing standards, and cannot ensure that we will be able to satisfy such listing standards or that our common stock will be accepted for listing on any such exchange. Should we fail to satisfy the initial listing standards of such exchanges, or our common stock is otherwise rejected for listing and remain listed on the OTC Bulletin Board or suspended from the OTC Bulletin Board, the trading price of our common stock could suffer and the trading market for our common stock may be less liquid and our common stock price may be subject to increased volatility. Furthermore, for companies whose securities are traded in the OTC Bulletin Board, it is more difficult (1) to obtain accurate quotations, (2) to obtain coverage for significant news events because major wire services generally do not publish press releases about such companies, and (3) to obtain needed capital.

We have not voluntarily implemented various corporate governance measures, in the absence of which, shareholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.

Recent federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges and NASDAQ are those that address board of directors’ independence, audit committee oversight and the adoption of a code of ethics. While our Board of Directors has adopted a Code of Ethics and Business Conduct, we have not yet adopted any of these corporate governance measures and, since our securities are not listed on a national securities exchange or NASDAQ, we are not required to do so. It is possible that if we were to adopt some or all of these corporate governance measures, shareholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.
 
 
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Difficulties we may encounter managing our growth could adversely affect our results of operations.
 
As our business needs expand, we may need to hire a significant number of employees. This expansion may place a significant strain on our managerial and financial resources. To manage the potential growth of our operations and personnel, we will be required to:

 
improve existing, and implement new, operational, financial and management controls, reporting systems and procedures;
 
install enhanced management information systems; and
 
train, motivate and manage our employees.
 
We may not be able to install adequate management information and control systems in an efficient and timely manner, and our current or planned personnel, systems, procedures and controls may not be adequate to support our future operations. If we are unable to manage growth effectively, our business would be seriously harmed.

If we lose key personnel or are unable to attract and retain additional qualified personnel we may not be able to successfully manage our business and achieve our objectives.

We believe our future success will depend upon our ability to retain our key management, Mr. Ahlin, our Chief Executive Officer, Mr. Cluff, our Chief Financial Officer, and Mr. Brewer our Chief Operating Officer.  We may not be successful in attracting, assimilating and retaining our employees in the future.

Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.
 
If our stockholders sell substantial amounts of our common stock in the public market upon the expiration of any statutory holding period, under Rule 144, or issued upon the exercise of outstanding options or warrants, it could create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity related securities in the future at a time and price that we deem reasonable or appropriate.
 
 
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MANAGEMENT

Executive Officers and Directors

Below are the names and certain information regarding Gold American’s executive officers and directors.

Name
 
Age
 
Position
         
Michael Ahlin
 
64
 
Chief Executive Officer, President, Secretary and Director
         
Whit Cluff
 
62
 
Chief Financial Officer and Director
         
Brian Brewer   43   Chief Operating Officer and Director

Officers are elected annually by the Board of Directors (subject to the terms of any employment agreement), at its annual meeting, to hold such office until an officer’s successor has been duly appointed and qualified, unless an officer sooner dies, resigns or is removed by the Board.
 
Background of Executive Officers and Directors

Michael Ahlin, Chief Executive Officer, President, Treasurer, Secretary and Director

Mr. Ahlin is a seasoned executive with several decades of experience who has founded numerous startups and has held executive management positions in public and private companies in various industries. From 1985 through the present, Mr. Ahlin has served as the founder and President of WetCor, Inc., a multi-disciplined Engineering Construction Firm licensed in numerous states and performing both bid and design / build projects including minerals processing, mining, water treatment, energy, Medical ( 5 MRE centers), geothermal power, and renewable energy and commercial buildings.  In addition, from 2004 through the present, Mr. Ahlin has served as a Managing Partner of Cactus Management Services LLC.  Mr. Ahlin has served as Inception Resources’ CEO since inception.  Mr. Ahlin was appointed as CEO, President, Treasurer, Secretary and Director of the Company on February 25, 2013.  Mr. Ahlin received a Bachelors of Science Degree in Mechanical Engineering and a Masters Degree in Business Administration from the University of Utah in 1971 and 1977, respectively.

Whit Cluff, Chief Financial Officer and Director

Mr. Cluff has over 35 years of experience in the commercial real estate industry.  Mr. Cluff has been involved in all disciplines of real estate land development, mixed use development, retail tenant representation, developer representation, industrial property procurement and asset management. Mr. Cluff has an extensive background in public and private businesses giving him strong analytical, planning, and organization ability with effective negotiation skills.  From 2003 through the present, Mr. Cluff has served as Vice President and Associate Broker at Coldwell Banker Commercial, NRT in Salt Lake City, Utah.  Mr. Cluff attended the University of Utah and served in the United States Army.

Brian Brewer, Chief Operating Officer and Director

Mr. Brewer is a seasoned geologist with nearly two decades of mining experience in all phases of mineral exploration and mine pre-developement.  Mr. Brewer has worked throughout the Western United States, Alaska, Mexico, Haiti, South America, and the Dominican Republic and has worked for numerous major and junior mining and exploration companies including Newmont, Pegasus, Great Basin Gold, Hecla, Minefinders, Estrella Gold Corp. and Eurasian Minerals. From 2006 through 2008, Mr. Brewer served as the Senior Exploration Geologist for Hecla Ventures / Great Basin Gold in Winnemucca, Nevada.  From 2008 through 2010, Mr. Brewer served as the Regional Exploration Manager for Eurasian Minerals / Newmont JV Partnership in norther Haiti.  From 2010 through 2012, Mr. Brewer served as the Senior Geologist for Estrella Gold Corp. in Peru, and from 2012 through the present, Mr. Brewer has served as the Project Manager for Lemhi Gold Trust in Salmon, Idaho.  Mr. Brewer earned a Bachelor of Science degree in geology from the University of Idaho.  Mr. Brewer is a Certified Professional Geologist, a Qualified Person as defined by NI 43-101 and a Fellow Member of the Society of Economic Geologists.
 
Family Relationships

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

 
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Involvement in Certain Legal Proceedings

None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past ten years:

    
any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

    
any conviction in a criminal proceeding or being subject to a pending criminal proceeding, excluding traffic violations and other minor offences;

    
being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

    
being found by a court of competent jurisdiction in a civil action, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of our Common Stock to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our Common Stock and other equity securities, on Forms 3, 4 and 5 respectively.  Since we are not registered under section 12 of the Securities and Exchange Act, our executive officers, directors and 10% stockholders, are not required to file the requisite filings under Section 16.

 
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CORPORATE GOVERNANCE

Director Independence
 
Our securities are quoted on the OTC Bulletin Board, which does not have any director independence requirements.  Once we engage further directors and officers, we plan to develop a definition of independence and scrutinize our Board of Directors with regard to this definition.

Board Committees

We presently do not have an audit committee, compensation committee or nominating committee or committees performing similar functions, as our management believes that until this point it has been premature at the early stage of our management and business development to form an audit, compensation or nominating committee.  However, our new management plans to form an audit, compensation and nominating committee in the near future.  The audit committee will be primarily responsible for reviewing the services performed by our independent auditors and evaluating our accounting policies and system of internal controls.  We intend that the audit committee will be comprised solely of independent directors and will have an audit committee financial expert as required by the rules and regulations of the SEC.

The compensation committee will be primarily responsible for reviewing and approving our salary and benefits policies (including stock options) and other compensation of our executive officers.  The nominating committee will be primarily responsible for nominating directors and setting policies and procedures for the nomination of directors.  The nominating committee will also be responsible for overseeing the creation and implementation of our corporate governance policies and procedures.  Until these committees are established, these decisions will continue to be made by our board of directors.  Although our board of directors has not yet established any minimum qualifications for director candidates, when considering potential director candidates, our board of directors considers the candidate’s character, judgment, skills and experience in the context of the needs of our Company and our board of directors.

We do not have a charter governing the nominating process.  The members of our board of directors, who perform the functions of a nominating committee, are not independent because they are also our officers.  There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors.  Our board of directors does not believe that a defined policy with regard to the consideration of candidates recommended by shareholders is necessary at this time because, given the early stages of our development, a specific nominating policy would be premature and of little assistance until our business operations are at a more advanced level.
 
 
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Executive Compensation
Summary Compensation Table

The particulars of the compensation paid to the following persons:
 
 
our principal executive officer;
 
 
each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended July 31, 2012 and 2011; and
 
 
up to two additional individuals for whom disclosure would have been provided but for the fact that the individual was not serving as our executive officer at the end of the years ended July 31, 2012 and 2011.
 
We will collectively refer to the above as the named executive officers of our company.

Name and
Principal
Position
 
Year
 
Salary ($)
   
Bonus
($)
   
Stock
Awards
($)
   
Stock
Options
($)
   
Non-equity
Incentive Plan
Compensation
($)
   
Non-Qualified
Deferred
Compensation
Earnings ($)
   
All Other
Compensation
($)
   
Total ($)
 
                                                     
                                                     
Johannes Petersen
 
2012
    0                                     30 000 (1)     30,000  
(Former President, CEO, CFO, Secretary and Director)
 
2011
    0                                     90 000 (1)     90,000  
                                                                     
Bret Bertolami, (Former CEO, President, CFO and Director)
 
2012
                                               

(1) Mr. Petersen earned $2,500 per month based on a consulting arrangement with the Company for providing services as an executive officer of the Company.  Mr. Peterson is no longer an officer, director, consultant or shareholder of the Company.

None of our named executive officers received any compensation from us during the fiscal years ended July 31, 2012, and July 31, 2011, but for a consulting arrangement with Mr. Petersen.

Agreements

On February 25, 2013, the Company entered into an employment agreement with Michael Ahlin pursuant to which he was appointed as the Chief Executive Officer, President, Treasurer, Secretary and Director of the Company.  Under the terms of his employment agreement, Mr. Ahlin will become eligible to receive an annual salary, bonus and stock option upon the Company achieving positive EBITDA in two consecutive quarters as reflected in its filings with the Securities and Exchange Commission (“SEC”).

On February 25, 2013, the Company entered into an employment agreement with Whit Cluff pursuant to which he was appointed as the Chief Financial Officer and Director of the Company.  Under the terms of his employment agreement, Mr. Cluff will become eligible to receive an annual salary, bonus and stock option upon the Company achieving positive EBITDA in two consecutive quarters as reflected in its filings with the SEC.

On February 25, 2013, the Company entered into an employment agreement with Brian Brewer pursuant to which he was appointed as the Chief Operating Officer and Director of the Company.  Under the terms of his employment agreement, Mr. Brewer will become eligible to receive an annual salary, bonus and stock option upon the Company achieving positive EBITDA in two consecutive quarters as reflected in its filings with the SEC.

On February 25, 2013, the Company entered into a retainer agreement with Fleming PLLC pursuant to which it was issued 300,000 shares of common stock of the Company in consideration of legal services.

On February 25, 2013, the Company entered into a retainer agreement with Antczak Polich Law, LLC pursuant to which it was issued 300,000 shares of common stock of the Company in consideration of legal services.

On February 25, 2013, the Company entered into a consulting agreement with Jeff Pike pursuant to which he was issued 50,000 shares of common stock of the Company in consideration of consulting services.

On February 25, 2013, the Company entered into a debt exchange agreement with Brett Bertolami pursuant to which he was issued 1,000,000 shares of common stock of the Company.

 
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On February 25, 2013, the Company entered into a consulting agreement with BKBK Holding LLC pursuant to which it was issued 250,000 shares of common stock of the Company in consideration of consulting services.

On February 25, 2013, the Company entered into a consulting agreement with Highland Ventures LLC pursuant to which it was issued 250,000 shares of common stock of the Company in consideration of consulting services.

On February 25, 2013, the Company entered into a consulting agreement with Monte Carlo LLC pursuant to which it was issued 500,000 shares of common stock of the Company in consideration of consulting services.

On February 25, 2013, the Company entered into a consulting agreement with Powder Moon Corporation pursuant to which it was issued 100,000 shares of common stock of the Company in consideration of consulting services.

On February 25, 2013, the Company entered into a consulting agreement with Lee Kimball pursuant to which he was issued 100,000 shares of common stock of the Company in consideration of consulting services.

On February 25, 2013, the Company entered into a consulting agreement with Danzig Ltd. pursuant to which it was issued 565,094 shares of common stock of the Company in consideration of consulting services.

On February 25, 2013, the Company entered into a consulting agreement with First Trust Management Inc. pursuant to which it was issued 200,000 shares of common stock of the Company in consideration of consulting services.
 
On February 25, 2013, the Company entered into a consulting agreement with Mitch Cohen pursuant to which he was issued 150,000 shares of common stock of the Company in consideration of consulting services.

Option Grants

As of July 31, 2012 we had not granted any options or stock appreciation rights to our named executive officers or directors.

Compensation of Directors
 
Our directors did not receive any compensation for their services as directors from our inception to July 31, 2012.  We have no formal plan for compensating our directors for their services in the future in their capacity as directors, although such directors are expected in the future to receive options to purchase shares of our common stock as awarded by our Board of Directors or by any compensation committee that may be established.

Pension, Retirement or Similar Benefit Plans
 
There are no arrangements or plans in which we provide pension, retirement or similar benefits to our directors or executive officers.  We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.

 
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Transactions

There have been no transactions since the beginning of our last fiscal year or any currently proposed transactions in which we are, or plan to be, a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest.
 
  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of February 25, 2013 with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of the Company’s executive officers and directors; and (iii) the Company’s directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.

Name of Beneficial Owner
 
Common Stock
Beneficially
Owned
   
Percentage of
Common Stock (2)
 
             
Brett Bertolami
    1,234,900       6.1 %
MDL Ventures LLC
    1,000,000       4.9 %
BMC Highland Investment, LLC
    4,000,000       19.8 %
Agratronics, LLC
    4,000,000       19.8 %
Mike Ahlin (1)
    2,000,000       9.9 %
Whit Cluff (1)
    1,000,000       4.9 %
Brian Brewer (1)
    500,000       2.5 %
Trent D’Ambrosio
    3,300,000       16.3 %
All officers and directors as a group (3 people)
    4,800,000       23.7 %

* Less than 1%

 
(1)
Executive officer and/or director of the Company.
 
 
(2)
Applicable percentage ownership is based on 20,214,120 shares of common stock outstanding as of February 25, 2013.  Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.  Applicable percentage ownership is based on 20,214,120 shares of common stock outstanding as of February 25, 2013, together with securities exercisable or convertible into shares of common stock within 60 days of February 25, 2013 for each stockholder.  Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.  Shares of common stock that are currently exercisable or exercisable within 60 days of February 25, 2013 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
 
 
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DESCRIPTION OF SECURITIES

The Company’s authorized capital stock consists of 500,000,000 shares of common stock at a par value of $0.00001 per share and 10,000,000 shares of preferred stock at a par value of $0.00001 per share.  As of February 25, 2013, there are 20,214,120  shares of the Company’s common stock issued and outstanding that are held by approximately 30 stockholders of record and no shares of preferred stock issued and outstanding.

Holders of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote.  Holders of common stock do not have cumulative voting rights.  Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors.  Holders of the Company’s common stock representing a majority of the voting power of the Company’s capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders.  A vote by the holders of a majority of the Company’s outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Company’s articles of incorporation.

Holders of the Company’s common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds.  In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock.

The Board of Directors may later determine to issue our preferred stock.  If issued, the preferred stock may be created and issued in one or more series and with such designations, rights, preferences and restrictions as shall be stated and expressed in the resolution(s) providing for the creation and issuance of such preferred stock.  If preferred stock is issued and we are subsequently liquidated or dissolved, the preferred stockholders would have preferential rights to receive a liquidating distribution for their shares prior to any distribution to common shareholders. Although we have no present intent to do so, we could issue shares of preferred stock with such terms and privileges that a third party acquisition of our company could be difficult or impossible, thus entrenching our existing management in control of our company indefinitely.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock is not traded on any exchange.  Our common stock is quoted on OTC Bulletin Board, under the trading symbol “SILA”  As of October 31, 2013 and through the present, there has been no active trading and no high or low bid prices. We cannot assure you that there will be a market in the future for our common stock.

OTC Bulletin Board securities are not listed and traded on the floor of an organized national or regional stock exchange.  Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers.  OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a national or regional stock exchange.
 
Holders   of our Common Stock

As of February __, 2013 there were thirty (30) holders of record of our common stock.  This number does not include shares held by brokerage clearing houses, depositories or others in unregistered form.  The stock transfer agent for our securities is Island Stock Transfer.
 
Dividends
 
To date, we have not paid dividends on shares of our common stock and we do not expect to declare or pay dividends on shares of our common stock in the foreseeable future.  The payment of any dividends will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by our Board of Directors.
 
 
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Equity Compensation Plans
 
As of February 25, 2013, we did not have any equity compensation plans.

Recent Sales Of Unregistered Securities
 
All sales of unregistered securities sold by the Company during the fiscal year ended July 31, 2012 and through the date hereof are set forth below:

On February 25, 2013, Gold American, its majority shareholder (the “Majority Shareholder”), and its wholly-owned subsidiary, Inception Development Inc. (the “Subsidiary”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Inception Resources, LLC, a Utah corporation (“Inception Resources”), pursuant to which Gold American purchased the U.P. and Burlington Gold Mine in consideration of 16,000,000 shares of common stock of Gold American, the assumption of promissory notes in the amount of $950,000 and the assignment of a 3% net royalty.  The Asset Purchase Agreement closed on February 25, 2013 (the “Closing”).  We were a "shell company" (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) immediately prior to our acquisition of the gold mine pursuant to the terms of the Assert Purchase Agreement.  As a result of such acquisition, our operations our now focused on the ownership and operation of the mine acquired from Inception Resources. Consequently, we believe that acquisition has caused us to cease to be a shell company as we no longer have nominal operations.

Employment Agreements

On February 25, 2013, the Company entered into an employment agreement with Michael Ahlin pursuant to which he was appointed as the Chief Executive Officer, President, Treasurer, Secretary and Director of the Company.  Under the terms of his employment agreement, Mr. Ahlin will become eligible to receive an annual salary, bonus and stock option upon the Company achieving positive EBITDA in two consecutive quarters as reflected in its filings with the Securities and Exchange Commission (“SEC”).

On February 25, 2013, the Company entered into an employment agreement with Whit Cluff pursuant to which he was appointed as the Chief Financial Officer and Director of the Company.  Under the terms of his employment agreement, Mr. Cluff will become eligible to receive an annual salary, bonus and stock option upon the Company achieving positive EBITDA in two consecutive quarters as reflected in its filings with the SEC.

On February 25, 2013, the Company entered into an employment agreement with Brian Brewer pursuant to which he was appointed as the Chief Operating Officer and Director of the Company.  Under the terms of his employment agreement, Mr. Brewer will become eligible to receive an annual salary, bonus and stock option upon the Company achieving positive EBITDA in two consecutive quarters as reflected in its filings with the SEC.
 
Consulting Agreements

On February 25, 2013, the Company entered into a retainer agreement with Fleming PLLC pursuant to which it was issued 300,000 shares of common stock of the Company in consideration of legal services.

On February 25, 2013, the Company entered into a retainer agreement with Antczak Polich Law, LLC pursuant to which it was issued 300,000 shares of common stock of the Company in consideration of legal services.

On February 25, 2013, the Company entered into a Consulting agreement with Jeff Pike pursuant to which he was issued 50,000 shares of common stock of the Company in consideration of consulting services.\

On February __, 2013, the Company entered into a debt exchange agreement with Brett Bertolami pursuant to which he was issued 1,000,000 shares of common stock of the Company.

On February 25, 2013, the Company entered into a consulting agreement with BKBK Holding LLC pursuant to which it was issued 250,000 shares of common stock of the Company in consideration of consulting services.

On February 25, 2013, the Company entered into a consulting agreement with Highland Ventures LLC pursuant to which it was issued 250,000 shares of common stock of the Company in consideration of consulting services.

 
26

 
 
On February 25, 2013, the Company entered into a consulting agreement with Monte Carlo LLC pursuant to which it was issued 500,000 shares of common stock of the Company in consideration of consulting services.

On February 25, 2013, the Company entered into a consulting agreement with Powder Moon Corporation pursuant to which it was issued 100,000 shares of common stock of the Company in consideration of consulting services.

On February 25, 2013, the Company entered into a consulting agreement with Lee Kimball pursuant to which he was issued 100,000 shares of common stock of the Company in consideration of consulting services.

On February 25, 2013, the Company entered into a consulting agreement with Danzig Ltd. pursuant to which he was issued 565,094 shares of common stock of the Company in consideration of consulting services.

On February 25, 2013, the Company entered into a consulting agreement with First Trust Management Inc. pursuant to which it was issued 200,000 shares of common stock of the Company in consideration of consulting services.
 
On February 25, 2013, the Company entered into a consulting agreement with Mitch Cohen pursuant to which he was issued 150,000 shares of common stock of the Company in consideration of consulting services.
 
The issuance of these above securities are exempt from the registration requirements under Rule 4(2) of the Securities Act of 1933, as amended, and/or Rule 506 as promulgated under Regulation D.  Each of the shareholders are accredited investors as defined in Rule 501 of Regulation D promulgated under the Securities Act.
 
 
27

 
 
INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company’s directors and executive officers are indemnified as provided by the Nevada Corporation law and its Bylaws. These provisions state that the Company’s directors may cause the Company to indemnify a director or former director against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him as a result of him acting as a director. The indemnification of costs can include an amount paid to settle an action or satisfy a judgment.  Such indemnification is at the discretion of the Company’s board of directors and is subject to the Securities and Exchange Commission’s policy regarding indemnification.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, The Company has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
 
ITEM 3.02
UNREGISTERED SALES OF EQUITY SECURITIES.
 
The information required by this item is set forth above.
 
ITEM 3.03
MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
 
The information required by this item is set forth above.
 
ITEM 5.01
CHANGES IN CONTROL OF REGISTRANT.
 
The information required by this item is set forth above.
 
  ITEM 5.02
DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
 
The information required by this item is set forth above.
 
ITEM 5.06
CHANGE IN SHELL COMPANY STATUS.
 
As a result of the consummation of the Asset Purchase Agreement described in Item 1.01 of this Current Report on Form 8-K, we are no longer a shell corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.
 
 
28

 
 
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
 
 
Exhibits
Exhibit No.
 
Description
     
 
Asset Purchase Agreement dated February 25, 2013, by and between Gold American, its majority shareholder Brett Bertolami, and its wholly-owned subsidiary, Inception Development Inc. on one hand, and Inception Resources, LLC on the other hand.
     
10.2   Employment Agreement by and between the Company and Michael Ahlin dated February 25, 2013
     
10.3   Employment Agreement by and between the Company and Whit Cluff dated February 25, 2013
     
10.4   Employment Agreement by and between the Company and Brian Brewer dated February 25, 2013
     
10.5   Consulting Agreement by and between the Company and Jeff Pike dated February 25, 2013
     
10.6   Consulting Agreement by and between the Company and First Trust Management Inc. dated February 25, 2013
     
10.7   Consulting Agreement by and between the Company and Danzig Ltd. dated February 25, 2013
     
10.8   Consulting Agreement by and between the Company and BKBK Holding LLC dated February 25, 2013
     
10.9   Consulting Agreement by and between the Company and Highland Ventures LLC dated February 25, 2013
     
10.10   Consulting Agreement by and between the Company and Monte Carlo LLC dated February 25, 2013
     
10.11   Consulting Agreement by and between the Company and Powder Moon Corporation dated February __, 2013
     
10.12   Consulting Agreement by and between the Company and Lee Kimball dated February 25, 2013
     
 
Consulting Agreement by and between the Company and Mitch Cohen dated February 25, 2013
     
10.14   Debt Exchange Agreement by and between Gold American Mining Corp. and Brett Bertolami dated February 25, 2013
     
21.1   List of Subsidiaries

 
29

 
 
SIGNATURES

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

 
GOLD AMERICAN MINING CORP.
 
       
March 1, 2013
By:
/s/ Michael Ahlin
 
   
Name: Michael Ahlin
 
   
Title: President and Chief Executive Officer
 
   
(Principal Executive Officer)
 
 
 
 
 
 
30
EXHIBIT 10.1
 
ASSET PURCHASE AGREEMENT
 
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) dated as of February 25, 2013, by and among INCEPTION RESOURCES, LLC , a Utah limited liability company (“Seller”) on one hand, and GOLD AMERICAN MINING CORP., a Nevada corporation (“Purchaser”), Inception Development Inc., an Idaho corporation and wholly-owned subsidiary of Purchaser (“Subsidiary”) and Brett Bertolami, the majority shareholder of the Purchaser (the “Majority Shareholder”) on the other hand.
 
BACKGROUND
 
WHEREAS, Purchaser through Subsidiary desires to purchase certain of Seller’s assets, properties and related rights, and Seller desires to sell such assets, properties and related rights on the terms and subject to the conditions set forth in this Agreement (the “Purchase”).
 
WHEREAS, the Board of Directors of the Purchaser, the Subsidiary, the Majority Shareholder and the Seller have each approved this Agreement and the transactions contemplated and described hereby, including, without limitation, the Purchase.
 
WHEREAS, it is intended that the sale of the Acquired Assets (as defined below) by the Seller shall qualify for United States federal income tax purposes as a tax-free reorganization within the meaning of Section 368 of the Internal Revenue Code of 1986, as amended.
 
NOW, THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound hereby, the parties hereto agree as follows:
 
ARTICLE 1
DEFINITIONS
 
1.1   Certain Definitions .   As used in this Agreement, the following terms shall have the respective meanings ascribed to them in this Section in each case:
 
“Acquired Assets” means all of Seller’s and its affiliates’ right, title, and interest in certain of Seller’s assets, properties and related rights of every kind, nature and description existing on the Closing Date, wherever such assets are located and whether such assets are real, personal or mixed, tangible or intangible, all as set forth on Schedule 1.1 .
 
“Affiliate” of any Person means any Person, directly or indirectly controlling, controlled by or under common control with such Person (and includes without limitation all shareholders of such Person).
 
“Authority” means any federal, state, local or foreign governmental or regulatory entity (or any department, agency, authority or political subdivision thereof).“Lien” means any lien, charge, claim, pledge, security interest, conditional sale agreement or other title retention agreement, lease, mortgage, security agreement, option or other encumbrance (including without limitation the filing of, or agreement to give, any financing statement under the Uniform Commercial Code of any jurisdiction).
 
 
1

 
 
“Person” means an individual, a corporation, a partnership, an association, an Authority, a trust or other entity or organization.
 
“Taxes” means any federal, state, local and foreign income, payroll, withholding, excise, sales, use, personal property, use and occupancy, business and occupation, mercantile, real estate, gross receipts, license, employment, excise, severance, stamp, premium, windfall profits, social security (or similar unemployment), disability, transfer, registration, value added, alternative, or add-on minimum, estimated, or capital stock and franchise and other tax of any kind whatsoever, including any interest, penalty or addition thereto, whether disputed or not.
 
ARTICLE 2
THE TRANSACTION
 
2.1   Sale and Purchase of Assets .   Subject to the terms and conditions of this Agreement, at the Closing referred to in Section 2.2 below, Seller shall (and shall cause each of its respective Affiliates to) sell, assign, transfer, deliver and convey to Subsidiary the Acquired Assets, free and clear of all Liens of every kind, nature and description except as set forth in this Agreement for the Purchase Price specified below in Section 2.3.
 
2.2   Closing .   Subject to the terms and conditions of this Agreement, the closing of the purchase and sale of the Acquired Assets as contemplated herein (the “Closing”) shall take place at the Fleming PLLC, 49 Front Street, Suite 206, Rockville Centre, NY, 11570 at ______ a.m. local time, on February 25, 2013. The date and time on which the Closing occurs is hereinafter referred to as the “Closing Date.”
 
2.3   Purchase Price .   Subject to the terms and conditions of this Agreement, the aggregate purchase price to be paid by Purchaser for the purchase of the Acquired Assets (the “Purchase Price”) shall be (a) 16,000,000 shares of common stock of the Purchaser, $0.00001 par value per share (the “Shares”), (b) the assumption of promissory notes dated January 17, 2013, (i)  in the amount of $800,000 payable by Seller to UP and Burlington Development, LLC (“UP”), secured by a trust deed, attached hereto as Exhibit A (the “UP Note”) and (ii) in the amount of $150,000 payable by Seller to Bitterroot-Salmon Conservation Project, LLC (“BRS”), secured by a trust deed, attached hereto as Exhibit B (the “BRS Note” and together with the UP Note, the “Notes”) and (c) the assignment by Seller of the Assignment of Interest, dated January 17, 2013 and attached hereto as Exhibit C, pursuant to which Seller conveyed to BRS a three percent (3%) Net Smelter Return Royalty in and to the spot sale proceeds received less all of the offsite smelting, refining, and transportation costs incurred by Seller associated with  the purification of economic metals derived from the Acquired Assets (the “ Royalty”).  The Shares are being issued under Section 4(2) under the Securities Act of 1933, as amended (the “Securities Act”) and/or Rule 506 promulgated under the Securities Act and, as a result, the certificate representing the Shares shall be affixed with the appropriate restrictive legend in accordance with the Securities Act.
 
 
2

 
 
The Purchaser acknowledges that the certificate representing the Shares shall bear the following legend:
 
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH ACT.
 
2.4  No Assumption of Liabilities .   Except as set forth in this Agreement, all liabilities and obligations of Seller shall be retained by the Seller.
 
2.5   Deliveries and Proceedings at Closing .   Subject to the terms and conditions of this Agreement, at the Closing:
 
(a)   Deliveries to Subsidiary .  Seller will deliver or cause to be delivered to Subsidiary:
 
(i)   A deed conveying to the Subsidiary all of the Seller’s right, title and interests in the Acquired Assets, as reasonably satisfactory to the Purchaser;
 
(ii)   A certificate executed by the manager of Seller dated as of the Closing, certifying the effectiveness of the resolutions of the members of Seller authorizing the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement.
 
(iii)   all such other documents, certificates and opinions as the Purchaser or its counsel shall reasonably request.
 
(b)   Deliveries By Purchaser to Seller .  Purchaser will deliver to Seller:
 
(i)   The Shares, which are required to be delivered within three (3) days of Closing;
 
(ii)   assumption by Subsidiary of the Notes and the Royalty pursuant to that certain Assignment and Novation Agreement between Inception Resources, LLC, Inception Development, Inc., Bitterroot-Salmon Conservation Project, LLC and UP and Burlington Development, LLC;
 
(iii)   all such other documents, certificates and opinions as Seller or its counsel shall reasonably request.
 
 
3

 
 
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF PURCHASER
 
Each of Purchaser, the Subsidiary and Majority Shareholder, jointly and severally represent and warrant to Seller as follows:
 
3.1  Qualification .   Purchaser and Subsidiary are corporations duly organized, validly existing and in good standing under the laws of the State of Nevada and the State of Idaho, respectively, and have all requisite power and authority to own, lease and operate the assets and properties now owned and leased by Purchaser and Subsidiary, including the Acquired Assets and their respective businesses, as and where presently being conducted.  Purchaser and Subsidiary are qualified to do business and are in good standing as foreign corporations in all jurisdictions as applicable,   wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Purchaser taken as a whole (the “ Condition of the Purchaser ”).
 
3.2   Capitalization of the Purchaser .   On November 21, 2012, the Purchaser amended its articles of incorporation to effect a 1:200 reverse stock split (the “Reverse Split”) of its outstanding shares of common stock. The authorized capital stock of the Purchaser 500,000,000 shares of Purchaser’s common stock, $.00001 par value (the “Common Stock”), with 449,025 post Reverse Split shares of Common Stock currently issued and outstanding and such shares are duly authorized, validly issued, fully paid and non-assessable, and none of such shares have been issued in violation of the preemptive rights of any Person. The offer, issuance and sale of such shares of Purchaser’s Common Stock were (a) exempt from the registration and prospectus delivery requirements of the Securities Act, (b) registered or qualified (or were exempt from registration or qualification) under the registration or qualification requirements of all applicable state securities laws and (c) accomplished in conformity with all other applicable securities laws. None of such shares of Purchaser’s Common Stock are subject to a right of withdrawal or a right of rescission under any federal or state securities or “Blue Sky” law. The Purchaser has no outstanding options, rights or commitments to issue Purchaser’s Common Stock or other Equity Securities (as defined below) of the Purchaser, and there are no outstanding securities convertible or exercisable into or exchangeable for Purchaser’s Common Stock or other Equity Securities of the Purchaser. For purposes of this Agreement, “ Equity Security ” shall mean any stock or similar security of an issuer or any security (whether stock or Indebtedness for Borrowed Money (as defined below)) convertible, with or without consideration, into any stock or other equity security, or any security (whether stock or Indebtedness for Borrowed Money) carrying any warrant or right to subscribe to or purchase any stock or similar security, or any such warrant or right.
 
 
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3.3   Indebtedness .    The Purchaser has no Indebtedness for Borrowed Money. For purposes of this Agreement, “ Indebtedness for Borrowed Money ” shall mean (a) all Indebtedness in respect of money borrowed including, without limitation, Indebtedness that represents the unpaid amount of the purchase price of any property and is incurred in lieu of borrowing money or using available funds to pay such amounts and not constituting an account payable or expense accrual incurred or assumed in the ordinary course of business of the Purchaser, (b) all Indebtedness evidenced by a promissory note, bond or similar written obligation to pay money or (c) all such Indebtedness guaranteed by the Purchaser or for which the Purchaser is otherwise contingently liable. Furthermore, for purposes of this Agreement, “ Indebtedness ” shall mean any obligation of the Purchaser which, under generally accepted accounting principles in the United Stated (“ GAAP ”), is required to be shown on the balance sheet of the Purchaser as a liability. Any obligation secured by a mortgage, pledge, security interest, encumbrance, Lien or charge of any kind, shall be deemed to be Indebtedness, even though such obligation is not assumed by the Purchaser.
 
3.4   Purchaser Stockholders .   The Purchaser has delivered a true and complete list of the names of the record owners of all of the outstanding shares of Purchaser’s Common Stock and other Equity Securities of the Purchaser as of February __, 2013, together with the number of securities held or to which such Person has rights to acquire. There is no voting trust, agreement or arrangement among any of the beneficial holders of Purchaser’s Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Purchaser’s Common Stock.
 
3.5   Corporate Acts and Proceedings .   The execution, delivery and performance of this Agreement, has been duly authorized by the Board of Directors of the Purchaser and the Subsidiary, and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of the Agreement and the consummation of the Purchase have been validly and appropriately taken.
 
3.6   Binding Obligations  The Agreement and the Purchase constitute the legal, valid and binding obligations of the Purchaser and the Subsidiary and are enforceable against the Purchaser in accordance with their respective terms, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.
 
3.7   Financial Statements .   Seller has previously been provided with the Purchaser’s (i) audited balance sheet (the “ Balance Sheet ”) as of July 31, 2012 (the “ Purchaser Balance Sheet Date ”), (ii) audited statements of operations and accumulated deficits and cash flows for the period of inception to July 31, 2012, (iii) unaudited balance sheet as of October 31, 2012, and (iv) unaudited statements of operations and accumulated deficits and cash flows for the three months ended October 31, 2012 and October 31, 2011. Such financial statements are collectively referred to as the “ Financial Statements ”. The Financial Statements (a) are in accordance with the books and records of the Purchaser, (b) present fairly in all material respects the financial condition of the Purchaser at the dates therein specified and the results of its operations and changes in financial position for the periods therein specified and (c) have been prepared in accordance with GAAP applied on a basis consistent with prior accounting periods.
 
 
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3.8   Absence of Undisclosed Liabilities .   The Purchaser and the Subsidiary have no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing.   There are no outstanding, claimed or threatened liabilities associated with the agreement entered with Yale Resources Ltd. (the “Yale Project”), the Keeno Property (as defined in the Purchaser’s Form 10-K for the year ended July 31, 2012 (the “2012 10K”) or the La Escondida Project as defined in the 2012 10K.  The Yale Project, the Keeno Property and the La Escondida Project are herein defined as the “Purchaser Projects”.
 
3.9   Changes.   Since the Purchaser Balance Sheet Date, the Purchaser and the Subsidiary have not (a) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except for fees, expenses and liabilities incurred in connection with the Purchase and related transactions and current liabilities incurred in the usual and ordinary course of business, (b) discharged or satisfied any Liens other than those securing, or paid any obligation or liability other than, current liabilities shown on the Balance Sheet and current liabilities incurred since the Purchaser Balance Sheet Date, in each case in the usual and ordinary course of business, (c) mortgaged, pledged or subjected to Lien any of its assets, tangible or intangible other than in the usual and ordinary course of business, (d) sold, transferred or leased any of its assets, except in the usual and ordinary course of business, (e) cancelled or compromised any debt or claim, or waived or released any right, of material value, (f) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the Condition of the Purchaser, (g) entered into any transaction other than in the usual and ordinary course of business, (h) encountered any labor union difficulties, (i) made or granted any wage or salary increase or made any increase in the amounts payable under any profit sharing, bonus, deferred compensation, severance pay, insurance, pension, retirement or other employee benefit plan, agreement or arrangement, other than in the ordinary course of business consistent with past practice, or entered into any employment agreement, (j) issued or sold any shares of capital stock, bonds, notes, debentures or other securities or granted any options (including employee stock options), warrants or other rights with respect thereto, (k) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding capital stock, (l) suffered or experienced any change in, or condition affecting, the Condition of the Purchaser other than changes, events or conditions in the usual and ordinary course of its business, none of which (either by itself or in conjunction with all such other changes, events and conditions) has been materially adverse, (m) made any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adopted, (n) made or permitted any amendment or termination of any material contract, agreement or license to which it is a party, (o) suffered any material loss not reflected in the Balance Sheet or its statement of income for the period ended on the Purchaser Balance Sheet Date, (p) paid, or made any accrual or arrangement for payment of, bonuses or special compensation of any kind or any severance or termination pay to any present or former officer, director, employee, stockholder or consultant, (q) made or agreed to make any charitable contributions or incurred any non-business expenses in excess of $50,000 in the aggregate or (r) entered into any agreement, or otherwise obligated itself, to do any of the foregoing.
 
 
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3.10   Authorization and Enforceability .   Purchaser and Subsidiary have full corporate power and corporate authority to make, execute, deliver and perform this Agreement and all other agreements and instruments to be executed by Purchaser and Subsidiary in connection herewith (such other agreements and instruments being hereinafter referred to collectively as the “Transaction Documents”), and the execution, delivery and performance of this Agreement and the Transaction Documents by Purchaser and Subsidiary have been duly authorized by all necessary corporate action on the part of Purchaser and Subsidiary including shareholder approval. This Agreement has been, and as of the Closing Date the Transaction Documents will be, duly executed and delivered by Purchaser and Subsidiary. This Agreement is, and as of the Closing Date the Transaction Documents will be, the legal, valid and binding obligations of Purchaser and Subsidiary enforceable against Purchaser and Subsidiary in accordance with its respective terms. Except with respect to the consents to be delivered pursuant to Section 2.5(a) hereof, no approval, authorization or consent of any other third party (including any governmental authority) is required in connection with the execution and delivery by Purchaser and Subsidiary of this Agreement and the consummation of the Transaction Documents contemplated hereby.
 
3.11   No Pending Litigation or Proceedings .   There are no actions, suits, investigations or proceedings (public or private) pending against or threatened against or affecting any of the assets of Purchaser or that question the validity of this Agreement or any action taken or to be taken by Purchaser in connection with the consummation of the Transaction Documents before any court or arbitrator or Authority. There are currently no outstanding judgments, decrees, settlement agreements or orders of any court or Authority against Purchaser, or any Affiliate of Purchaser.  All properties leased or otherwise utilized by Purchaser in the course of its business operations (the “Properties”) were maintained in compliant manner and Purchaser does not expect any litigation as a result of the termination of any contracts in connection with such Properties or the Purchaser Projects.
 
3.12   Consents .   No consent, approval or authorization of, or registration or filing with, any Person is required to be obtained or received by Purchaser and Subsidiary in connection with the execution and delivery of this Agreement, the Transaction Documents, or the consummation of the transactions contemplated hereby or thereby by Purchaser and Subsidiary.
 
3.13   No Conflicts .   Neither the execution and delivery by Purchaser and Subsidiary of this Agreement nor the consummation by it of the transactions contemplated hereby will: (i) conflict with or result in a breach of Purchaser’s and Subsidiary’s articles of incorporation or by-laws; (ii) violate any statute, law, rule or regulation applicable to Purchaser and Subsidiary or any order, writ, injunction or decree of any court or governmental authority applicable to Purchaser and Subsidiary or (iii) violate or conflict with or constitute a default under (or give rise to any right of termination, cancellation or acceleration under) or result in the creation of any Lien on any of the properties or assets of the Purchaser and Subsidiary pursuant to any agreement, indenture, mortgage, lease, contract or other instrument to which Purchaser and Subsidiary are parties or by which they or their respective assets, may be bound or affected (whether written or oral).
 
 
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3.14  Intentionally left blank .
 
3.15  Taxes .   Purchaser and Subsidiary have (a) timely filed all returns and reports for Taxes, including information returns, that are required to have been filed by them with the appropriate authority, (b) paid all Taxes that are shown to have come due pursuant to such returns or reports including any penalties, deficiencies, interest or other charges or claimed to be due, and (c) paid all other Taxes for which a notice of assessment or demand for payment has been received.  There are no extensions of time within which to file any tax reports or returns and there are no examinations or audits pending or unresolved examinations or audit issues with respect to Purchaser’s and Subsidiary’s federal, state or local tax returns.  There are no pending claims or proceedings relating to, or asserted for, taxes, penalties, interest, deficiencies or assessments against Purchaser and Subsidiary.  Purchaser and Subsidiary have withheld and paid all taxes required to have been withheld and paid in connection with amounts paid or owing to employees, consultants, independent contractors or other persons.
 
3.16   Brokerage .   Purchaser and Subsidiary have not made any agreement or taken any other action which might cause anyone to become entitled to a broker’s fee or commission as a result of the transactions contemplated hereunder.
 
3.17   Compliance with Law . Purchaser and Subsidiary have been and are in compliance with all applicable laws, regulations and other requirements of all federal and state governmental authorities, and all municipalities and other political subdivisions and agencies thereof that have jurisdiction over Purchaser and Subsidiary.
 
3.18   Licenses, Permits and Agreements .  To the best of Purchaser’s knowledge, there are no presently existing leases, agreements, permits, consents, approvals, licenses, contracts or commitments, whether written or oral (collectively “Documents”), which are required to lawfully conduct the business of the Purchaser.
 
3.19   Reports .  To the best of Purchaser’s knowledge, all material reports, schedules and/or returns of any administrative agency of the Federal, or any State or local governments required to have been filed in connection with the business of the Purchaser and/or the Purchaser’s assets have been properly filed and all charges, fees and other payments shown by such reports, schedules and/or returns to be due and payable by Purchaser required to have been paid, have been paid. Neither Purchaser nor the Majority Shareholder are a party to any administrative proceeding before any governmental agency which governs the business of the Purchaser or pertaining to the Purchasers assets, nor is any a dministrative order pending as to any such agency.
 
3.20   Liabilities .  As of the Closing Date, Purchaser will have paid all amounts, or shall continue to be responsible to pay all amounts due or owing by Purchaser to third parties, including all employees, contractors, suppliers, professionals and the like resulting in no liabilities for the Purchaser as of the Closing Date.
 
 
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3.21   No Defaults .  The Purchaser is not in material default and Purchaser has not received any notice of any default, under any loan, lease, agreement or contract, nor has any event occurred which, with the passage of time or the giving of notice, would constitute a material default by Purchaser or by any other party thereto under any such loan, lease, agreement or contract.
 
3.22   Assets and Contracts .    The Purchaser is not a party to any written or oral agreement not made in the ordinary course of business that is material to the Purchaser . The Purchaser is not a party to any written or oral (i) agreement for the purchase of fixed assets or for the purchase of materials, supplies or equipment in excess of normal operating requirements, (ii) agreement for the employment of any officer, individual employee or other Person on a full-time basis or any agreement with any Person for consulting services, (iii) indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement, promissory note or other agreement or instrument relating to or evidencing Indebtedness for Borrowed Money or subjecting any asset or property of the Purchaser to any Lien or evidencing any Indebtedness, (iv) guaranty of any Indebtedness, (v) lease or agreement under which the Purchaser is lessee of or holds or operates any property, real or personal, owned by any other Person under which payments to such Person exceed $5,000 per year, (vi) agreement granting any preemptive right, right of first refusal or similar right to any Person, (vii) agreement or arrangement with any Affiliate or any “associate” (as such term is defined in Rule 405 under the Securities Act) of the Purchaser or any present or former officer, director or stockholder of the Purchaser , (viii) agreement obligating the Purchaser to pay any royalty or similar charge for the use or exploitation of any tangible or intangible property, (ix) covenant not to compete or other material restriction on its ability to conduct a business or engage in any other activity, (x) agreement to register securities under the Securities Act or (xi) collective bargaining agreement.  For purposes of this Agreement, an “ Affiliate ” shall mean any Person that directly or indirectly controls, is controlled by, or is under common control with, the indicated Person.
 
3.23   Employment Relations .  The Purchaser has no outstanding obligations, debts or liabilities (including, without limitation, accrued vacation or other benefits) owing to any employees of the Purchaser or any pension trusts related to such employees.  There are no disputes ongoing with any of Purchaser’s employees.  There are no promises to increase the salaries or benefits of any of the employees.
 
3.24   Personnel .   The Purchaser has complied in all material respects with all laws relating to the employment of labor, and the Purchaser has encountered no material labor union difficulties. Other than pursuant to ordinary arrangements of compensation to personnel, the Purchaser is not under any obligation or liability to any officer, director, consultant or staff member of the Purchaser .
 
3.25   No Adverse Prospects .  The Purchaser (i) has not engaged in, nor has any knowledge of any other person who has engaged in, any impropriety, undue influence or unlawful activity on behalf of the Purchaser, which would adversely affect the business results, prospects or reputation of the Purchaser, (ii) is not aware of any circumstance or condition which would adversely affect this transaction, the business of the Purchaser or Purchaser’s ability to conduct the business prior to and following the Closing Date, or (iii) has no knowledge of any claims or liabilities of any nature, other than usual and customary accounts payable, against or of the Purchaser.
 
 
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3.26   No Judgments .  There are no outstanding, unsatisfied or threatened judgments against the Purchaser or the Majority Shareholder.
 
3.27   Intentionally left blank
 
3.28   Disclosure .   (a)  No representation or warranty by Purchaser in this Agreement or any Schedule or Exhibit hereto, or any statement, list or certificate furnished or to be furnished by Purchaser pursuant to this Agreement contains or shall contain any untrue statement of a material fact, or omits or shall omit to state any material fact required to make the statements contained herein or therein not misleading or necessary in order to provide Purchaser with complete information as to the condition of the Acquired Assets.
 
3.29   Environmental Matters.
 
(a) To the knowledge of the Purchaser, the Purchaser has never generated, used, handled, treated, released, stored or disposed of any Hazardous Materials (as defined below) on any real property on which it now has or previously had any leasehold or ownership interest, except in compliance with all applicable Environmental Laws (as defined below).
 
(b) To the knowledge of the Purchaser, the historical and present operations of the business of the Purchaser are in compliance with all applicable Environmental Laws, except where any non-compliance has not had and would not reasonably be expected to have a material adverse effect on the Condition of the Purchaser.
 
(c) There are no material pending or, to the knowledge of the Purchaser, threatened, demands, claims, information requests or notices of noncompliance or violation against or to the Purchaser relating to any Environmental Law; and, to the knowledge of the Purchaser, there are no conditions or occurrences on any of the real property used by the Purchaser in connection with its business that would reasonably be expected to lead to any such demands, claims or notices against or to the Purchaser, except such as have not had, and would not reasonably be expected to have, a material adverse effect on the Condition of the Purchaser.
 
 
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(d) To the knowledge of the Purchaser, (i) the Purchaser has not sent or disposed of, otherwise had taken or transported, arranged for the taking or disposal of (on behalf of itself, a customer or any other party) or in any other manner participated or been involved in the taking of or disposal or release of a Hazardous Material to or at a site that is contaminated by any Hazardous Material or that, pursuant to any Environmental Law, (A) has been placed on the “National Priorities List”, the “CERCLIS” list, or any similar state or federal list, or (B) is subject to or the source of a claim, an administrative order or other request to take “removal”, “remedial”, “corrective” or any other “response” action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) the Purchaser is not involved in (and has no basis to reasonably expect to be involved in) any suit or proceeding and has not received (and has no basis to reasonably expect to receive) any notice, request for information or other communication from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Material or a violation or alleged violation of any Environmental Law, and has not received (and has no basis to reasonably expect to receive) notice of any claims from any Person relating to property damage, natural resource damage or to personal injuries from exposure to any Hazardous Material; and (iii) the Purchaser has timely filed every report required to be filed, acquired all necessary certificates, approvals and permits, and generated and maintained all required data, documentation and records under all Environmental Laws, in all such instances except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Condition of the Purchaser.
 
(e) For purposes of this Agreement, the following terms shall have the meanings provided below:
 
(i) “ Environmental Laws ” shall mean the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601, et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901, et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq.; the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. §§ 136, et seq. and comparable state statutes dealing with the registration, labeling and use of pesticides and herbicides; the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; the Clean Water Act (Federal Water Pollution Control Act), 33 U.S.C. §§ 1251 et seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300f, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1801, et seq.; as any of the above statutes have been amended as of the date hereof, all rules, regulations and policies promulgated pursuant to any of the above statutes, and any other foreign, federal, state or local law, statute, ordinance, rule, regulation or policy governing environmental matters, as the same have been amended as of the date hereof.
 
(ii) “ Hazardous Material ” shall mean any substance or material meeting any one or more of the following criteria: (a) it is or contains a substance designated as or meeting the characteristics of a hazardous waste, hazardous substance, hazardous material, pollutant, contaminant or toxic substance under any Environmental Law; (b) its presence at some quantity requires investigation, notification or remediation under any Environmental Law; or (c) it contains, without limiting the foregoing, asbestos, polychlorinated biphenyls, petroleum hydrocarbons, petroleum derived substances or waste, pesticides, herbicides, crude oil or any fraction thereof, nuclear fuel, natural gas or synthetic gas.
 
3.30  Questionable Payments .   Neither the Purchaser nor any director, officer or, to the knowledge of the Purchaser, agent, employee or other Person associated with or acting on behalf of the Purchaser, has used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payments to government officials or employees from corporate funds; established or maintained any unlawful or unrecorded fund of corporate monies or other assets; made any false or fictitious entries on the books of record of any such corporations; or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.
 
 
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3.31  Obligations to or by Stockholders   The Purchaser has no liability or obligation or commitment to any Stockholder or any Affiliate or “associate” (as such term is defined in Rule 405 under the Securities Act) of any Stockholder, nor does any Stockholder or any such Affiliate or associate have any liability, obligation or commitment to the Purchaser.
 
3.32   Disclosure .   There is no fact relating to the Purchaser that the Purchaser has not disclosed to Seller in writing that has had or is currently having a material and adverse effect or, insofar as the Purchaser can now foresee, will materially and adversely affect the Condition of the Purchaser. No representation or warranty by the Purchaser herein and no information disclosed in the schedules or exhibits hereto by the Purchaser contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading.
 
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF SELLER
 
Seller represents and warrants to Purchaser as follows:
 
4.1  Organization, Good Standing and Qualification .   Seller is a limited liability company duly organized, validly existing and in good standing under the laws of Utah, and has all requisite power and authority to own, lease and operate the Acquired Assets and its respective business as and where presently being conducted.
 
4.2  Authorization and Enforceability .   Seller has full corporate power and corporate authority to make, execute, deliver and perform this Agreement and the Transaction Documents to which Seller is a party, and the execution, delivery and performance of this Agreement and the Transaction Documents by Seller have been duly authorized by all necessary corporate action on the part of Seller including, if necessary, shareholder approval. This Agreement has been, and as of the Closing Date the Transaction Documents will be, duly executed and delivered by Seller. This Agreement is, and as of the Closing Date the Transaction Documents will be, the legal, valid and binding obligations of Seller enforceable against Seller in accordance with its respective terms.
 
4.3  Consents .   Other than the consents by UP and BRS required for the novation of the Notes and Royalty hereunder, no consent, approval or authorization of, or registration or filing with, any Person is required of Seller in connection with the execution and delivery of this Agreement, the Transaction Documents, or the consummation of the transactions contemplated hereby or thereby by Seller, the failure to obtain or make which, individually or in the aggregate, could reasonably be expected to (a) have a material adverse effect; or (b) prevent Purchaser or Seller from consummating the transactions contemplated by this Agreement or the Transaction Documents.
 
 
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4.4  Compliance with Law . Seller has been and is in compliance with all applicable laws, regulations and other requirements of all federal and state governmental authorities, and all municipalities and other political subdivisions and agencies thereof that have jurisdiction over Seller.
 
4.5  Licenses, Permits and Agreements .  To the best of Seller’s knowledge and except for various permits needed to operate the mine, there are no presently existing leases, agreements, permits, consents, approvals, licenses, contracts or commitments, whether written or oral (collectively “Documents”), which are required to lawfully conduct the business of the Seller.
 
4.6  Reports .  To the best of Seller’s knowledge, all material reports, schedules and/or returns of any administrative agency of the Federal, or any State or local governments required to have been filed in connection with the business of the Seller and/or the Acquired Assets have been properly filed and all charges, fees and other payments shown by such reports, schedules and/or returns to be due and payable by Seller required to have been paid, have been paid. Seller is not a party to any administrative proceeding before any governmental agency which governs the business of the Seller or pertaining to the Acquired Assets, nor is any a dministrative order pending as to any such agency.
 
4.7  Brokerage .   The Seller has not made any agreement or taken any other action which might cause anyone to become entitled to a broker’s fee or commission as a result of the transactions contemplated hereunder.
 
4.8  Acquired Assets .   At the Closing, the Acquired Assets constitute all of the assets, and properties, (i) used to operate the business of Seller in accordance with all applicable laws and industry standards and (ii) necessary to operate the business of Seller in accordance with all applicable laws and industry standards.  The Acquired Assets are in good working condition.
 
4.9  Title to Acquired Assets .   Subject to the Liens described on Schedule 1.1, Seller is the sole and exclusive legal owner of all right, title and interest in and has good title to all of the Acquired Assets, free and clear of all Liens.
 
4.10  Marketable Title .  Seller acquired the Acquired Assets by way of a quitclaim deed, and Seller will convey the Aquired Assets to the Subsidiary pursuant to a quitclaim deed.  To Seller’s knowledge, there are no outstanding or unsatisfied judgments against Seller or Majority  Shareholder other then as set forth in this Agreement.
 
4.11 Binding Obligations  The Agreement and the Purchase constitute the legal, valid and binding obligations of the Seller and are enforceable against the Seller in accordance with their respective terms, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.
 
 
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4.13 Absence of Undisclosed Liabilities .   To the knowledge of the Seller, the Seller and its affiliates have no material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except by the specific terms of any written agreement, document or arrangement identified herein.
 
4.15  No Pending Litigation or Proceedings .   To the knowledge of the Seller, there are no actions, suits, investigations or proceedings (public or private) pending against or threatened against or affecting any of the assets of Seller or that question the validity of this Agreement or any action taken or to be taken by Seller in connection with the consummation of the Transaction Documents before any court or arbitrator or Authority. There are currently no outstanding judgments, decrees, settlement agreements or orders of any court or Authority against Seller, or any Affiliate of Seller.  All properties leased or otherwise utilized by Seller in the course of its business operations (the “Seller Properties”) were maintained in compliant manner and Seller does not expect any litigation as a result of the termination of any contracts in connection with such Seller Properties.
 
4.16  No Conflicts .   To the knowledge of the Seller, neither the execution and delivery by Seller or its affiliates of this Agreement nor the consummation by it of the transactions contemplated hereby will: (i) conflict with or result in a breach of Seller’s and its affiliates’ certificate of formation or operating agreement; (ii) violate any statute, law, rule or regulation applicable to Seller and its affiliates or any order, writ, injunction or decree of any court or governmental authority applicable to Seller and its affiliates  or (iii) violate or conflict with or constitute a default under (or give rise to any right of termination, cancellation or acceleration under) or result in the creation of any Lien on any of the properties or assets of the Seller and its affiliates pursuant to any agreement, indenture, mortgage, lease, contract or other instrument to which Seller and its affiliates are parties or by which they or their respective assets, may be bound or affected (whether written or oral).
 
4.17 Intentionally left blank .
 
4.19 No Defaults .  To the knowledge of the Seller, the Seller is not in material default and Seller has not received any notice of any default, under any loan, lease, agreement or contract, nor has any event occurred which, with the passage of time or the giving of notice, would constitute a material default by Seller or by any other party thereto under any such loan, lease, agreement or contract.
 
 
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4.20 Assets and Contracts .    To the knowledge of the Seller, the Seller is not a party to any written or oral agreement not made in the ordinary course of business that is material to the Seller . The Seller is not a party to any written or oral (i) agreement for the purchase of fixed assets or for the purchase of materials, supplies or equipment in excess of normal operating requirements, (ii) agreement for the employment of any officer, individual employee or other Person on a full-time basis or any agreement with any Person for consulting services, (iii) indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement, promissory note or other agreement or instrument relating to or evidencing Indebtedness for Borrowed Money or subjecting any asset or property of the Seller to any Lien or evidencing any Indebtedness, (iv) guaranty of any Indebtedness, (v) lease or agreement under which the Seller is lessee of or holds or operates any property, real or personal, owned by any other Person under which payments to such Person exceed $5,000 per year, (vi) agreement granting any preemptive right, right of first refusal or similar right to any Person, (vii) agreement or arrangement with any Affiliate or any “associate” (as such term is defined in Rule 405 under the Securities Act) of the Seller or any present or former officer, director or stockholder of the Seller, (viii) agreement obligating the Seller to pay any royalty or similar charge for the use or exploitation of any tangible or intangible property, (ix) covenant not to compete or other material restriction on its ability to conduct a business or engage in any other activity, (x) agreement to register securities under the Securities Act or (xi) collective bargaining agreement.
 
4.23 No Adverse Prospects .  The Seller (i) has not engaged in, nor has any knowledge of any other person who has engaged in, any impropriety, undue influence or unlawful activity on behalf of the Seller, which would adversely affect the business results, prospects or reputation of the Seller, (ii) is not aware of any circumstance or condition which would adversely affect this transaction, the business of the Seller or Seller’s ability to conduct the business prior to and following the Closing Date, or (iii) has no knowledge of any claims or liabilities of any nature, other than usual and customary accounts payable, against or of the Seller.
 
4.24 No Judgments .  To the knowledge of the Seller, there are no outstanding, unsatisfied or threatened judgments against the Seller or its affiliates.
 
  4.25 Intentionally left blank
 
4.26 Disclosure .   (a)  No representation or warranty by Seller in this Agreement or any Schedule or Exhibit hereto, or any statement, list or certificate furnished or to be furnished by Seller pursuant to this Agreement contains or shall contain any untrue statement of a material fact, or omits or shall omit to state any material fact required to make the statements contained herein or therein not misleading or necessary in order to provide Seller with complete information as to the condition of the Acquired Assets.
 
4.27 Environmental Matters .
 
(a) To the knowledge of the Seller, the Seller has never generated, used, handled, treated, released, stored or disposed of any Hazardous Materials  on any real property on which it now has or previously had any leasehold or ownership interest, except in compliance with all applicable Environmental Laws.
 
(b) To the knowledge of the Seller, the historical and present operations of the business of the Seller are in compliance with all applicable Environmental Laws, except where any non-compliance has not had and would not reasonably be expected to have a material adverse effect on the Condition of the Seller.
 
 
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(c) There are no material pending or, to the knowledge of the Seller, threatened, demands, claims, information requests or notices of noncompliance or violation against or to the Seller relating to any Environmental Law; and, to the knowledge of the Seller, there are no conditions or occurrences on any of the real property used by the Seller in connection with its business that would reasonably be expected to lead to any such demands, claims or notices against or to the Seller, except such as have not had, and would not reasonably be expected to have, a material adverse effect on the Condition of the Seller.
 
(d) To the knowledge of the Seller, (i) the Seller has not sent or disposed of, otherwise had taken or transported, arranged for the taking or disposal of (on behalf of itself, a customer or any other party) or in any other manner participated or been involved in the taking of or disposal or release of a Hazardous Material to or at a site that is contaminated by any Hazardous Material or that, pursuant to any Environmental Law, (A) has been placed on the “National Priorities List”, the “CERCLIS” list, or any similar state or federal list, or (B) is subject to or the source of a claim, an administrative order or other request to take “removal”, “remedial”, “corrective” or any other “response” action, as defined in any Environmental Law, or to pay for the costs of any such action at the site; (ii) the Seller is not involved in (and has no basis to reasonably expect to be involved in) any suit or proceeding and has not received (and has no basis to reasonably expect to receive) any notice, request for information or other communication from any governmental authority or other third party with respect to a release or threatened release of any Hazardous Material or a violation or alleged violation of any Environmental Law, and has not received (and has no basis to reasonably expect to receive) notice of any claims from any Person relating to property damage, natural resource damage or to personal injuries from exposure to any Hazardous Material; and (iii) the Seller has timely filed every report required to be filed, acquired all necessary certificates, approvals and permits, and generated and maintained all required data, documentation and records under all Environmental Laws, in all such instances except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Condition of the Seller.
 
ARTICLE 5
COVENANTS
 
5.1   Further Action and Covenants .   After the date hereof, each party hereto shall, at its own expense and upon the request of another party hereto, take the actions to do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably required to perfect the transactions contemplated herein and to fulfill and implement the terms of this Agreement or realize the benefits intended to be afforded hereby.  Each party shall cooperate with the other’s reasonable requests as they relate to the Acquired Assets being sold hereunder after the Closing Date.
 
 
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5.2   Certain Taxes and Expenses .   Seller shall be responsible solely for the payment or discharge of all federal, state and local sales, use, transfer, real property transfer, documentary stamp, recording and other similar taxes with respect to the sale of the Acquired Assets.  Whether or not the transactions contemplated by this Agreement are consummated, Seller and Purchaser shall each bear their respective investment banking, accounting, legal and other expenses incurred in connection with the transactions contemplated by this Agreement.
 
5.3   Access to Information .   Seller and Purchaser shall cooperate fully with each other after the Closing so that (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege) each party has access to the business records, contracts and other information existing at the Closing Date and relating in any manner to the Acquired Assets (whether in the possession of Seller or Purchaser). No files, books or records existing at the Closing Date and relating in any manner to the Acquired Assets shall be destroyed by any party for a period of six years after the Closing Date (which period shall be extended upon the reasonable request of either party) without giving the other party at least 30 days’ prior written notice, during which time such other party shall have the right (subject to the provisions of the next succeeding paragraph) to examine and to remove any such files, books and records prior to their destruction.  The access to files, books and records contemplated by this Section shall be during normal business hours and upon not less than two days’ prior written request, shall be subject to such reasonable limitations as the party having custody or control thereof may impose to preserve the confidentiality of information contained therein, and shall not extend to material subject to a claim of privilege unless expressly waived by the party entitled to claim the same.
 
5.4   Indemnification .   Seller and Purchaser agree as follows:
 
(a)   General Indemnification Obligations.
 
(i) The Purchaser, Subsidiary, the Majority Shareholder and any of their successors and assigns (collectively, “Indemnitors”) shall indemnify and hold harmless Seller and its directors, officers and Affiliates from and against any and all Damages arising out of or resulting from any misrepresentation or breach of any representation, warranty, covenant or agreement made by Purchaser in this Agreement or in any agreement or certificate furnished or to be furnished to Seller by or on behalf of Purchaser pursuant hereto or in connection with the transactions contemplated hereby.  In addition to any rights of offset or setoff that Seller may have at common law or otherwise, any indemnification obligations hereunder of the Indemnitors to the Seller or any other indemnitee may, in the sole discretion of Seller, be offset or setoff by Seller against any shares of common stock held by the Majority Stockholder whereby the shares of common stock held by the Majority Stockholder may be cancelled if such indemnification event occurs.
 
(ii)   Seller shall indemnify and hold harmless Purchaser and its directors, officers, shareholders and Affiliates from and against any and all Damages arising out of or resulting from any misrepresentation or breach of any representation, warranty, covenant or agreement made by Seller in this Agreement or in any agreement or certificate furnished or to be furnished to Purchaser by or on behalf of Seller pursuant hereto or the transactions contemplated hereby.
 
 
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(iii)   For purposes of this Agreement, “Damages” shall mean any and all claims, actions, suits, proceedings, liabilities, obligations, losses, damages (including any fines, penalties or punitive damages, costs of investigation, clean-up, remediation, bodily injury, death and property damage, costs of shutdown, diminution in operations, product withdrawals or discontinuance of distribution of products), settlements, deficiencies, interests, costs and expenses (including reasonable attorneys’ fees, court costs and other expenses incurred in investigating, preparing or defending any of the foregoing or in enforcing rights hereunder) actually suffered or actually incurred (collectively, the “Losses”) as and when incurred or suffered.
 
(b)   General Indemnification Procedures.
 
(i)   The Seller or Purchaser seeking indemnification pursuant to this Section  (an “Indemnified Party”) shall give prompt notice to the other party (either Purchaser its successors and assigns or Seller, respectively) from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any action, suit or proceeding, in respect of which indemnity may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall relieve the Indemnifying Party of any liability hereunder only to the extent that the Indemnifying Party has suffered actual prejudice thereby. The Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within 30 days of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim or action, suit or proceeding by a third party in respect of which indemnity may be sought hereunder (a “Third Party Claim”), to assume the defense of such Third Party Claim.
 
(ii)   The Indemnifying Party or the Indemnified Party, as the case may be, shall have the right to participate in (but not control), at its own expense, the defense of any Third Party Claim which the other is defending as provided in this Agreement.
 
(iii)   The Indemnifying Party, if it shall have assumed the defense of any Third Party Claim as provided in this Agreement, shall not consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any compromise or settlement which commits the Indemnified Party to take, or to forbear to take, any action. The Indemnified Party shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate, to the extent such Third Party Claim involves equitable or other non-monetary relief, and shall have the right to settle any Third Party Claim involving monetary damages with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.
 
 
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(iv)   Whether or not the Indemnifying Party chooses to defend or prosecute any claim involving a third party, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith.
 
5.5   Intentionally left blank.
 
5.6   Further Assurances :   Seller and Purchaser agree as follows:
 
(a) From and after the Closing Date, Seller shall from time to time, at the request of Purchaser and without further cost or expense to Purchaser, execute and deliver or cause to be executed and delivered such other instruments of conveyance and transfer as Purchaser may reasonably request in order to more effectively convey, transfer and assign the Acquired Assets to Purchaser.
 
(b) From and after the Closing Date Purchaser shall from time to time, at the request of Seller and without further cost or expense to Seller, execute and deliver or cause to be executed and delivered such other instruments of conveyance and transfer as Seller may reasonably request in order to more effectively convey, transfer and assign the Acquired Assets to Purchaser.
 
ARTICLE 6
MISCELLANEOUS
 
6.1   Dispute Resolution .  Any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled exclusively by arbitration.  Such arbitration shall be conducted before a single arbitrator with at least five (5) years experience in the gold mining industry and in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall take place in Salt Lake City, Utah.  Judgment may be entered on the arbitrator's award in any court having jurisdiction, and the parties irrevocably consent to the jurisdiction of such courts for that purpose.  The parties hereto (collectively, the "Parties" each a "Party") waive personal service in connection with any such arbitration. All decisions of the arbitrator shall be final and binding on the Parties.  The Parties shall equally divide all costs of the American Arbitration Association and the arbitrator.  Each Party shall bear its own legal fees in any dispute.  The arbitrator may grant injunctive or other relief.
 
6.2   Construction .   Purchaser and Seller have participated jointly in the negotiation and drafting of this Agreement and the Transaction Documents. In the event any ambiguity or question of intent or interpretation arises, this Agreement and the Transaction Documents shall be construed as if drafted jointly by Purchaser and Seller, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation. Nothing in the Schedules hereto shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the exception for a specific representation and warranty is described on the Schedule with reasonable particularity.
 
 
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6.3   Nature and Survival of Representations .   All representations, warranties, covenants and agreements of Purchaser and Seller contained in this Agreement or any exhibit or schedule hereto or any certificate or other document delivered pursuant to this Agreement shall survive the Closing without limitation.
 
6.4   Notices .   Any notice, request, demand, waiver, consent, approval or other communication which is required or permitted to be given to any party hereunder shall be in writing and shall be deemed given only if delivered to the party personally or sent to the party by telecopy, telegram or by registered or certified mail (return receipt requested) with postage and registration or certification fees thereon prepaid, addressed to the party at its address set forth below:
 
If to Seller, to:
Inception Resources, LLC
  5320 South 900 East, Suite 260
Murray, Utah 84107
Fax:
Attention: Trent D’Ambrosio

with a copy to counsel of Inception Resources, LLC:

Fleming PLLC
49 Front Street, Suite 206
Rockville Centre, NY 11570
Fax: (516) 977-1209
Attention: Stephen M. Fleming, Esq.
 
If to Purchaser:
Gold American Mining Corp.
16810 Kenton Drive, Suite 160
Huntersville, North Carolina 28078 1
Fax:
Attention:

 
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6.5   Successors and Assigns .   The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
 
6.6   Governing Law .   This Agreement shall be governed by and construed in accordance with the laws of the State of Utah without giving effect to its conflict of laws provisions.
 
6.7   Entire Agreement .   This Agreement, together with the schedules and exhibits hereto, constitutes the entire understanding of the parties, supersedes any prior agreements or understandings, written or oral, between the parties with respect to the subject matter hereof, and is not intended to confer upon any Person other than the parties hereto any benefit, right or remedy.
 
6.8   Amendment and Waiver .   The parties may, by mutual agreement, amend this Agreement in any respect, and any party, as to such party, may (a) extend the time for the performance of any of the obligations of the other party; (b) waive any inaccuracies in representations and warranties by the other party; (c) waive compliance by the other party with any of the agreements contained herein and performance of any obligations by the other party; and (d) waive the fulfillment of any condition that is precedent to the performance by such party of any of its obligations under this Agreement. To be effective, any such amendment or waiver must be in writing and be signed by the party against whom enforcement of the same is sought.
 
6.9   Counterparts .   This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.
 
6.10   Headings .   The headings preceding the text of the sections and subsections hereof are inserted solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.
 
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
 
 
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first written above.
 
  INCEPTION RESOURCES, LLC  
       
 
By:
/s/ Trent D’Ambrosio  
  Name: Trent D’Ambrosio  
  Title: Manager  
       
       
  GOLD AMERICAN MINING CORP.  
       
  By: /s/ Brett Bertolami  
  Name: Brett Bertolami  
  Title: CEO  
       
       
  INCEPTION DEVELOPMENT INC.  
       
  By: /s/ Brett Bertolami  
  Name: Brett Bertolami  
  Title: CEO  
       
       
  MAJORITY SHAREHOLDER OF GOLD AMERICAN MINING CORP.  
       
  By: /s/Brett Bertolami  
    Brett Bertolami  
 
 
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SCHEDULES
 
Schedule 1.1     Acquired Assets
 
That certain real property in the County of Lemhi, State of Idaho, described as follows:

U.P. & Burlington Lode, Mineral Survey 1602, Eureka Mining District, Located In Section 17, Township 22 North, Range 21 East Boise Meridian
 
 
 
 
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  EXHIBIT 10.2
 
EXECUTION COPY
 
EMPLOYMENT AGREEMENT
 
This Agreement (the “ Agreement ”), dated as of February 25, 2013, is by and between GOLD AMERICAN MINING CORP., a Nevada corporation (the “ Company ”) and Michael Ahlin (hereinafter referred to as the “ Executive ”).
 
Introduction
 
The Company desires that the Executive perform services for the Company pursuant to the terms and conditions set forth herein.  The Executive will have significant access to information concerning the Company and its business.  The disclosure of such information or the engaging in competitive activities would cause substantial harm to the Company.
 
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
 
1.   Term.   The initial term of this Agreement (the “ Initial Term ”) shall commence on the date of the signing of this agreement by both parties (the “Effective Date”), and continue for two years thereafter (unless this Agreement is terminated earlier in accordance with Section 10 below).  Upon the expiration of the Initial Term, this Agreement shall be automatically renewed for consecutive one-year terms, unless a party hereto gives the other party written notice of non-renewal, which notice must be received no later than 60 days prior to the expiration of the Term.  The Initial Term, together with any extension thereof, is sometimes referred to herein as the “ Term .”
 
2.   Duties.   The Executive will serve as a Director and Chief Executive Officer of the Company and shall have duties of an executive nature that are attendant to his position as described in the by-laws of the Company and as may be reasonably assigned to him by the Board of Directors of the Company (the “ Board ”). Exhibit A defines the basic Role and Responsibility of the CEO. The Executive will report to the Board of Directors and nothing herein shall interfere with or limit the oversight responsibilities of the Board.  Unless otherwise agreed to by the Executive and the Board, the Executive’s principal base of operation will be based in the Murray, Utah region.
 
3.   Full Time; Best Efforts.   The Executive shall use his best efforts to promote the interests of the Company and shall devote his full business time and efforts to its business and affairs and shall not provide management services to any other company or otherwise engage in business activities that would reasonably be expected to materially interfere with the performance of the Executive’s duties, services and responsibilities hereunder.
 
4.   Compensation and Benefits.   During the Term, the Executive will receive the following compensation and benefits:
 
(a)   Base Salary.   Upon the Company generating positive EBITDA and/or positive operational cash flow during two consecutive quarters as reflected in the Company’s filings with the Securities and Exchange Commission (the “Threshold Requirement”), the Executive will receive salary at the rate of $120,000 annually (the “ Base Salary ”)   Once the Threshold Requirement is met, the Base Salary will be payable in equal increments not less often than monthly in arrears and in any event consistent with the Company’s payroll policy and practices.  In addition, the Base Salary of the Executive may from time to time be increased, but not decreased, by the Board, in its absolute discretion.
 
 
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(b)   Bonus.   Upon the Threshold Requirement being met, the Executive will also be eligible for annual bonuses with a target amount of 50% of his Base Salary (the “ Bonus ”).  The actual amount of any Bonus may be more or less than such target and shall be determined by the Board based on the achievement of corporate and individual objectives determined by the Board on an annual basis, in its absolute discretion.  Half (50%) of the Bonus may be paid, in the Company’s discretion, in restricted common stock, par value $0.00001 per share, of the Company (“ Common Stock ”), at a price per share equal to the weighted average closing price per share of the Common Stock over the twenty most recent trading days on Over-the-Counter Bulletin Board (the “OTCBB”) as reported by a reliable reporting service (“Reporting Service”) as determined by the Company or, if the OTCBB is not the principal trading market for such security, the weighted average closing price per share of the Common Stock over the twenty most recent trading days on the principal securities exchange or trading market where such security is listed or traded.  If the trading price cannot be calculated for such security on such date in the manner provided above, the trading price shall be the fair market value as determined by the Company.  In the event the Company elects to pay all or any portion of such bonus in shares of Common Stock, the payment of such shares shall be deferred at the Executive’s election by crediting such shares to a notional account with the Company and shall be distributed from such account upon the later of (i) the date designated (to the extent consistent with Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”)) by the Executive with respect to such bonus or (ii) the earliest to occur of the 30 th day after the first anniversary of the date that annual bonuses are paid in cash or would have been paid to the other members of management of the Company, or the Executive’s death, disability or termination of employment.
 
(c)   Benefits.   In addition to the Base Salary and any Bonus, upon the Threshold Requirement being met, the Executive will also be entitled to receive health, welfare and fringe benefits that are generally available to the Company’s management employees in accordance with the then existing terms and conditions of the Company’s policies.  The Executive will be entitled to reimbursement of all reasonable expenses incurred by him in his performance of services on behalf of the Company hereunder, subject to the presentation of appropriate documentation and other reimbursement policies generally applicable to the Company’s management employees. If such expenses are in an amount of more than $500.00 then a board member or an executive officer must approve such expenses in writing.
 
(d)   Withholding.   The Company will withhold from compensation payable hereunder all applicable federal, state and local withholding taxes. 
 
 
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5.   Confidentiality.   The Executive agrees that during the Term and thereafter:
 
(a)   The Executive has not and will not at any time, directly or indirectly, disclose or divulge any Confidential Information (as hereinafter defined), except as reasonably necessary or advisable in connection with the performance of the Executive’s duties for the Company, or except to the extent required by law (but only after the Executive, to the extent practicable given the nature of the legal requirement, has provided the Company with reasonable notice and opportunity to take action against any legally required disclosure).  As used herein, “ Confidential Information ” means all information concerning the business of the Company or of any of its subsidiaries (“ Related Companies ”), or any customer or vendor of any of the Related Companies, (whether or not subject to copyright, patent or other intellectual property protection) that has an independent economic value from not being readily known, is not ascertainable by proper means by others and is not generally known to the public, or which would constitute a trade secret as may be defined by the Uniform Trade Secrets Act or under the laws governing this Agreement, and any oral, electronic or written communications thereof, including, but not limited to, specifications, designs, concepts, plans, programs, software, other developments relating to products and services, proposal plans, marketing data and financial information, and all copies and tangible embodiments thereof (in whatever form or medium); provided , that Confidential Information shall not include any information that is publicly available through no fault of the Executive or disclosed pursuant to applicable securities laws.
 
(b)   The Executive has not and shall not make use whatsoever, directly or indirectly, of any Confidential Information at any time, except as reasonably necessary or advisable in connection with the performance of the Executive’s duties for the Company.
 
(c)   Upon the Company’s request at any time and for any reason, the Executive shall immediately deliver to the Company all materials (whether in electronic or hard copy form) in the Executive’s possession which contain or relate to Confidential Information.
 
(d)   When in possession of Confidential Information, the Executive will not engage in any transaction in the Company’s securities.
 
6.   Intellectual Property.
 
(a)   All inventions, modifications, discoveries, designs, developments, improvements, processes, software programs, works of authorship, documentation, formulae, data, techniques, know-how, secrets or intellectual property rights or any interest therein (collectively, the “ Developments ”) made by the Executive, either alone or in conjunction with others, at any time or at any place during his service with the Company, whether or not reduced to writing or practice during such period, which relate to the business in which any Related Company is then engaged or in which any Related Company then intends to engage, shall be and hereby are the exclusive property of the Company without any further compensation to the Executive.  Any Developments employed and made by the Executive, either solely or jointly with others, within six months following the termination of the Executive’s services hereunder that relate to the Company’s actual day-to-day operations or core competencies in which the Executive was actively involved, shall be irrefutably presumed to have been made in the course of such employment with the use of the Company’s time, materials or facilities.  In addition, without limiting the generality of the prior sentence, all Developments which are copyrightable work by the Executive are intended to be “work made for hire” as defined in Section 101 of the Copyright Act of 1976, as amended, and shall be and hereby are the property of the Company without any further compensation to the Executive.
 
 
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(b)   If, and to the extent, any of the Developments is not considered a “work for hire,” the Executive shall, without further compensation, assign to the Company and does hereby assign to the Company, the Executive’s entire right, title and interest in and to all Developments.  At the Company’s expense and at the Company’s request, the Executive shall provide reasonable assistance and cooperation, including, without limitation, the execution of documents in order to obtain, enforce, defend and/or maintain the Company’s proprietary rights in the Developments throughout the world.  The Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive’s agent and attorney-in-fact (which designation and appointment shall be deemed coupled with an interest and shall survive the Executive’s death or incapacity), to act for and in the Executive’s behalf to execute and file any such applications, extensions or renewals and to do all other lawfully permitted acts to further the prosecution and issuance of such letters patent, other intellectual property registrations or filings, or such other similar documents, with the same legal force and effect as if executed by the Executive.
 
7.   Noncompetition.   The Executive acknowledges and agrees that in the performance of this Agreement, he will be brought into frequent contact, either in person, by telephone, through electronic means or through the mails, with existing and potential customers and/or partners of the Company.  The Executive also acknowledges that any Confidential Information gained by his during the Term has been developed by the Company through substantial expenditures of time and money and constitutes valuable and unique property of the Company.  The Executive further understands and agrees that the foregoing makes it necessary for the protection of the Company’s business that the Executive not compete with the Company during the Term and not compete with the Company for a reasonable period after the Term, as further provided in the following provisions.  Accordingly, the Executive agrees that so long as he is an employee of the Company and for 12 months thereafter:
 
(a)   The Executive will not, directly or indirectly, individually or as a consultant to, or employee, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity, other than the Company or a Related Company, engage in or assist any other person or entity to engage in any business which directly or indirectly competes with any business in which the Company or any Related Company is engaging or in which the Company or any Related Company plans to engage or is actively evaluating engaging, during or at the time of the termination of the Executive’s engagement hereunder, anywhere in the United States or anywhere else in the world where the Company or any Related Company does business, or plans to do business or is actively evaluating doing business; provided that nothing contained herein shall prohibit the Executive from being a passive owner of less than one percent (1%) of the outstanding stock or any class of securities of any corporation or other entity which is publicly traded or privately held; and
 
(b)   The Executive will not, directly or indirectly, individually or as a consultant to, or employee, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity solicit or endeavor to entice away from the Company or any Related Company, or offer employment or any consulting arrangement to, or otherwise materially interfere with the business relationship of the Company or any Related Company with, any person or entity who is, or was within the one year period immediately prior to the termination of the Executive’s engagement hereunder, (i) employed by or a consultant to the Company or any Related Company or (ii) a customer or client of, supplier to or other party having material business relations with the Company or any Related Company.
 
 
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8.   Remedies.   Without limiting the remedies available to the Company and any Related Company, the Executive acknowledges that a breach of any of the covenants contained in Sections 5 , 6 and 7 herein could result in irreparable injury to the Company and, as applicable, a Related Company, for which there might be no adequate remedy at law, and that, in the event of such a breach or threat thereof, the Company and any affected Related Company, as the case may be, shall be entitled to obtain a temporary restraining order and/or a preliminary injunction and a permanent injunction restraining the Executive from engaging in any activities prohibited by Sections 5 , 6 and 7 herein or such other equitable relief as may be required to enforce specifically any of the covenants of Sections 5 , 6 and 7 herein.  The foregoing provisions and the provisions of Sections 5 , 6 and 7 herein shall survive the term of this Agreement and the termination of the Executive’s engagement hereunder, and shall continue thereafter in full force and effect.
 
9.   Recordings .  The Executive hereby gives the Company and its assigns permission to capture and record his image or likeness by means of photograph, facial imaging or similar means (“ Recordings ”); to make reasonable edits to these Recordings at its discretion and to incorporate these Recordings into publications, brochures, databases, or any other media (“ Publications ”); and to use such Recordings and Publications for the limited purposes of marketing, publicizing, or otherwise promoting the products and/or services of the Company or any of its affiliates.
 
10.   Termination.
 
(a)   General.   The engagement of the Executive under this Agreement may be terminated prior to the end of any Term upon thirty (30) days written notice by either party.  Upon the termination of the Executive’s engagement hereunder, this Agreement shall terminate, the Term shall expire on such date and no further compensation shall be payable.
 
(b)    
 
11.   Enforceability, etc.   This Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited or invalid under any such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating or nullifying the remainder of such provision or any other provisions of this Agreement.  If any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, such provisions shall be construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by applicable law.
 
12.   Notices.   Any notice, demand or other communication given pursuant to this Agreement shall be in writing and shall be personally delivered, sent by nationally recognized overnight courier or express mail, or mailed by first class certified or registered mail, postage prepaid, return receipt requested as follows:
 
 
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If to the Executive:

Michael Ahlin
5320 South 900 East, Suite 260
Murray, Utah 84107

If to the Company:

If to the Company :
 
Gold American Mining Corp.
5320 South 900 East, Suite 260
Murray, Utah 84107
Attention:   Whit Cluff, CFO

With a copy to :
Stephen M. Fleming
Fleming PLLC
49 Front Street, Suite 206
Rockville Centre, New York 11570
Phone 516-833-5034 
Fax 516-977-1209
email: smf@flemingpllc.com

or at such other address as may have been furnished by such person in writing to the other party.
 
13.   Governing Law.   This Agreement shall be governed by and construed in accordance with the internal laws of the State of Utah without regard to its choice of law provisions.
 
14.   Amendments and Waivers.   This Agreement may be amended or modified only by a written instrument signed by the Company and the Executive.  No waiver of this Agreement or any provision hereof shall be binding upon the party against whom enforcement of such waiver is sought unless it is made in writing and signed by or on behalf of such party.  The waiver of a breach of any provision of this Agreement shall not be construed as a waiver or a continuing waiver of the same or any subsequent breach of any provision of this Agreement.  No delay or omission in exercising any right under this Agreement shall operate as a waiver of that or any other right.
 
15.   Binding Effect.   This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective heirs, executors and administrators, successors and assigns, except that the rights and obligations of the Executive are personal and may not be assigned without the Company’s prior written consent.  Any assignment of this Agreement by the Company shall not constitute a termination of the Executive’s engagement hereunder.
 
 
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16.   Entire Agreement.   This Agreement constitutes the final and entire agreement of the parties with respect to the matters covered hereby and replaces and supersedes all other agreements and understandings relating to the subject matter contained herein.
 
17.   Directors’ and Officers’ Insurance; Indemnification.
 
(a)   The Company shall provide the Executive with (i) the coverage applicable to the officers of the Company under the Company’s policies of directors’ and officers’ insurance as may be in effect from time to time, and (ii) the most favorable indemnification that the Company from time to time extends to any of its officers or directors, whether under the Company’s by-laws, Certificate of Incorporation, by contract or otherwise.
 
(b)   The Company shall amend its directors’ and officers’ liability insurance policy to add the Executive as a named insured under such policy.
 
(c)   For so long as the Executive serves as an officer or director of the Company, the Company shall maintain directors’ and officers’ liability insurance with an insurer which maintains a rating of not less than A- by Fitch or A.M. Best with at least the current level of coverage.
 
18.   Representations and Warranties of the Executive .  The Executive represents and warrants to the Company that, as of the date hereof, neither his execution and delivery of this Agreement nor the performance of his obligations hereunder will conflict with, violate or result in a breach of any agreement or obligation to which he is a party or by which he is bound.
 
19.   Representations and Warranties of the Company .  The Company represents and warrants to the Executive that, as of the date hereof:
 
(a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is formed and has all requisite organizational authority to own its property and assets and to conduct its business as presently conducted or proposed to be conducted under this Agreement;

(b) it has the organizational power and authority to execute, deliver and perform its obligations under this Agreement;

(c) all necessary action has been taken to authorize its execution, delivery and performance of this Agreement and this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with its respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity;

(d) neither its execution and delivery of this Agreement nor the performance of its obligations hereunder will:
 
 
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(i) conflict with or violate any provision of its certificate of incorporation or by-laws or equivalent organizational documents;
 
(ii) conflict with, violate or result in a breach of any constitution, law, judgment, regulation or order of any governmental authority applicable to it; or

(iii) conflict with, violate or result in a breach of or constitute a default under or result in the imposition or creation of any mortgage, pledge, lien, security interest or other encumbrance under any term or condition of any mortgage, indenture, loan agreement or other agreement to which it is a party or by which its properties or assets are bound;

(e) no approval, authorization, order or consent of, or declaration, registration or filing with any governmental authority or third party is required for its valid execution, delivery and performance of this Agreement, except such as have been duly obtained or made; and

(f) there is no action, suit or proceeding, at law or in equity, by or before any court, tribunal or governmental authority or third party pending, or, to its knowledge, threatened, which, if adversely determined, would materially and adversely affect its ability to perform its obligations hereunder or the validity or enforceability of this Agreement.

20.   Counterparts.   This Agreement may be executed in any number of counterparts, including counterpart signature pages or counterpart facsimile signature pages, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
 
21.   Review of Agreement .  Each party hereto acknowledges that he or it (a) has carefully read and understands all of the provisions of this Agreement and has had the opportunity for this Agreement to be reviewed by counsel, (b) is voluntarily entering into this Agreement and (c) has not relied upon any representation or statement made by the other party (or its affiliates, equity holders, agents, representatives, employees and attorneys) with regard to the subject matter or effect of this Agreement.  The Executive also acknowledges that his compliance with certain of the provisions of this Agreement is necessary to protect the goodwill, customer relationships and Confidential Information of the Company and each Related Company.
 
 
 

 
 
22.   Captions.   The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.
 
23.   No Strict Construction.   The parties hereto have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises under any provision of this Agreement, this Agreement shall be construed as if drafted jointly by the parties thereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authoring any of the provisions of this Agreement.
 
24.   Notification of New Employer.   In the event that the Executive is no longer providing services to the Company under this Agreement, the Executive consents to notification by the Company to the Executive’s new employer or its agents regarding the Executive’s rights and obligations under this Agreement.
 

 
 
 
 
[Signature Page Follows]
 
 
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This Agreement has been executed and delivered as a sealed instrument as of the date first above written.
 
Date: February 25, 2013
 
Gold American Mining Corp.  
       
   
/s/ Whit Cluff
 
    By: Whit Cluff
Title: CFO
 
       
Date: February 25, 2013   /s/ Michael Ahlin  
    Michael Ahlin  
 
[Signature Page to Employment Agreement]
 
 
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Exhibit A
 
Description of CEO Role

The CEO – Role and Responsibility.

a)  
Goals and objectives of CEO’s position are to lead the affairs of Gold American Mining Corp. in accordance with the law and corporate bylaws, policies and procedures approved by the Board to optimize growth, profitability and shareholder value.

b)  
Duties and responsibilities are:

  
To assure that the directives, policies and procedures approved by the Board are implemented throughout the Corporation.

  
To develop with the Board over the course of time the strategic direction of the Corporation.

  
To use the talents of the Board in advancing the goals and objectives of the Corporation.

  
To establish suitable current and long-term goals and objectives for the Corporation and to develop clear plans for achieving them together with expense and capital budgets.  To present these, at least annually, to the Board for acceptance and approval.

  
To monitor and measure the Corporation’s progress toward achieving the agreed upon goals and objectives.  To report such progress to the Board at each Board meeting in enough detail so the Board may make informed judgments about the Corporations’ health and welfare.

  
To establish both operating procedures and organization, structure and staffing requirements of the Corporation best calculated to assure continued, optimum growth, profitability and return on capital employed.  Recommend these to the Board for approval and acceptance.

  
To recommend to the Board for acceptance and approval such changes in the Corporations’ business, operating
 
 
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c)  
Authority vested in the position.

  
The CEO of the Corporation has the authority needed to carry out the duties and responsibilities of the position and to commit the resources of the Corporation so long as both are done in accordance with applicable laws, the bylaws of the Corporation and the plans, budgets, policies and procedures approved by the Board

  
Portions of the duties and responsibilities as CEO may be delegated to others, but such delegation does not relieve the CEO of the responsibility for carrying out the duties of the position.

d)  
Gold American Mining Corp. believes that its CEO should demonstrate the following traits of leadership:
 
  
Record of high achievement.

  
Unquestionable integrity.

  
Sense of vision.

  
Development of Executive Team.
 
  
Empowerment of Executive Team.
 
  
Physical health and stamina.
 
  
High intelligence.
 
  
Sense of fairness.
 
  
Sense of purpose.
 
  
Ability to rally the total organization and lead them in the achievement of the corporate vision.
 
  
Focus, but open to opportunity.
 
  
Strong judgment and ability to make the right decisions.
 
  
Strong financial acumen and ability to focus on sound financial growth.
 
  
Common sense.
 
  
Creative solutions to tough problems.
 
 
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EXHIBIT 10.3
 
EXECUTION COPY
 
EMPLOYMENT AGREEMENT
 
This Agreement (the “ Agreement ”), dated as of February 25, 2013, is by and between GOLD AMERICAN MINING CORP., a Nevada corporation (the “ Company ”) and Whit Cluff (hereinafter referred to as the “ Executive ”).
 
Introduction
 
The Company desires that the Executive perform services for the Company pursuant to the terms and conditions set forth herein.  The Executive will have significant access to information concerning the Company and its business.  The disclosure of such information or the engaging in competitive activities would cause substantial harm to the Company.
 
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
 
1.   Term.   The initial term of this Agreement (the “ Initial Term ”) shall commence on the date of the signing of this agreement by both parties (the “Effective Date”), and continue for two years thereafter (unless this Agreement is terminated earlier in accordance with Section 10 below).  Upon the expiration of the Initial Term, this Agreement shall be automatically renewed for consecutive one-year terms, unless a party hereto gives the other party written notice of non-renewal, which notice must be received no later than 30 days prior to the expiration of the Term.  The Initial Term, together with any extension thereof, is sometimes referred to herein as the “ Term .”
 
2.   Duties.   The Executive will serve as a Director and Chief Financial Officer of the Company and shall have duties of an executive nature that are attendant to his position as described in the by-laws of the Company and as may be reasonably assigned to him by the Chief Executive Officer (“ CEO ”) of the Company.  The Executive will report to the CEO and nothing herein shall interfere with or limit the oversight responsibilities of the CEO.  Unless otherwise agreed to by the Executive and the CEO, the Executive’s principal base of operation will be based in the Murray, Utah region.
 
3.   Full Time; Best Efforts.   The Executive shall use his best efforts to promote the interests of the Company and shall devote his full business time and efforts to its business and affairs and shall not provide management services to any other company or otherwise engage in business activities that would reasonably be expected to materially interfere with the performance of the Executive’s duties, services and responsibilities hereunder.
 
4.   Compensation and Benefits.   During the Term, the Executive will receive the following compensation and benefits:
 
(a)   Base Salary.   Upon the Company generating positive EBITDA and/or positive operational cash flow during two consecutive quarters as reflected in the Company’s filings with the Securities and Exchange Commission (the “Threshold Requirement”), the Executive will receive salary at the rate of $110,000 annually (the “ Base Salary ”)  Once the Threshold Requirement is met, the Base Salary will be payable in equal increments not less often than monthly in arrears and in any event consistent with the Company’s payroll policy and practices.  In addition, the Base Salary of the Executive may from time to time be increased, but not decreased, by the Board, in its absolute discretion.
 
 
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(b)   Bonus.   Upon the Threshold Requirement being met, the Executive will also be eligible for annual bonuses with a target amount of 50% of his Base Salary (the “ Bonus ”).  The actual amount of any Bonus may be more or less than such target and shall be determined by the Board based on the achievement of corporate and individual objectives determined by the Board on an annual basis, in its absolute discretion.  Half (50%) of the Bonus may be paid, in the Company’s discretion, in restricted common stock, par value $0.00001 per share, of the Company (“ Common Stock ”), at a price per share equal to the weighted average closing price per share of the Common Stock over the twenty most recent trading days on Over-the-Counter Bulletin Board (the “OTCBB”) as reported by a reliable reporting service (“Reporting Service”) as determined by the Company or, if the OTCBB is not the principal trading market for such security, the weighted average closing price per share of the Common Stock over the twenty most recent trading days on the principal securities exchange or trading market where such security is listed or traded.  If the trading price cannot be calculated for such security on such date in the manner provided above, the trading price shall be the fair market value as determined by the Company.  In the event the Company elects to pay all or any portion of such bonus in shares of Common Stock, the payment of such shares shall be deferred at the Executive’s election by crediting such shares to a notional account with the Company and shall be distributed from such account upon the later of (i) the date designated (to the extent consistent with Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”)) by the Executive with respect to such bonus or (ii) the earliest to occur of the 30 th day after the first anniversary of the date that annual bonuses are paid in cash or would have been paid to the other members of management of the Company, or the Executive’s death, disability or termination of employment.
 
(c)   Benefits.   In addition to the Base Salary and any Bonus, upon the Threshold Requirement being met, the Executive will also be entitled to receive health, welfare and fringe benefits that are generally available to the Company’s management employees in accordance with the then existing terms and conditions of the Company’s policies.  The Company’s current fringe benefits for management employees are set forth on Exhibit A hereto.  The Executive will be entitled to reimbursement of all reasonable expenses incurred by him in his performance of services on behalf of the Company hereunder, subject to the presentation of appropriate documentation and other reimbursement policies generally applicable to the Company’s management employees. If such expenses are in an amount of more than $500.00 then a board member or an executive officer must approve such expenses in writing.
 
(d)   Withholding.   The Company will withhold from compensation payable hereunder all applicable federal, state and local withholding taxes. 
 
5.   Confidentiality.   The Executive agrees that during the Term and thereafter:
 
 
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(a)   The Executive has not and will not at any time, directly or indirectly, disclose or divulge any Confidential Information (as hereinafter defined), except as reasonably necessary or advisable in connection with the performance of the Executive’s duties for the Company, or except to the extent required by law (but only after the Executive, to the extent practicable given the nature of the legal requirement, has provided the Company with reasonable notice and opportunity to take action against any legally required disclosure).  As used herein, “ Confidential Information ” means all information concerning the business of the Company or of any of its subsidiaries (“ Related Companies ”), or any customer or vendor of any of the Related Companies, (whether or not subject to copyright, patent or other intellectual property protection) that has an independent economic value from not being readily known, is not ascertainable by proper means by others and is not generally known to the public, or which would constitute a trade secret as may be defined by the Uniform Trade Secrets Act or under the laws governing this Agreement, and any oral, electronic or written communications thereof, including, but not limited to, specifications, designs, concepts, plans, programs, software, other developments relating to products and services, proposal plans, marketing data and financial information, and all copies and tangible embodiments thereof (in whatever form or medium); provided , that Confidential Information shall not include any information that is publicly available through no fault of the Executive or disclosed pursuant to applicable securities laws.
 
(b)   The Executive has not and shall not make use whatsoever, directly or indirectly, of any Confidential Information at any time, except as reasonably necessary or advisable in connection with the performance of the Executive’s duties for the Company.
 
(c)   Upon the Company’s request at any time and for any reason, the Executive shall immediately deliver to the Company all materials (whether in electronic or hard copy form) in the Executive’s possession which contain or relate to Confidential Information.
 
(d)   When in possession of Confidential Information, the Executive will not engage in any transaction in the Company’s securities.
 
6.   Intellectual Property.
 
(a)   All inventions, modifications, discoveries, designs, developments, improvements, processes, software programs, works of authorship, documentation, formulae, data, techniques, know-how, secrets or intellectual property rights or any interest therein (collectively, the “ Developments ”) made by the Executive, either alone or in conjunction with others, at any time or at any place during his service with the Company, whether or not reduced to writing or practice during such period, which relate to the business in which any Related Company is then engaged or in which any Related Company then intends to engage, shall be and hereby are the exclusive property of the Company without any further compensation to the Executive.  Any Developments employed and made by the Executive, either solely or jointly with others, within six months following the termination of the Executive’s services hereunder that relate to the Company’s actual day-to-day operations or core competencies in which the Executive was actively involved, shall be irrefutably presumed to have been made in the course of such employment with the use of the Company’s time, materials or facilities.  In addition, without limiting the generality of the prior sentence, all Developments which are copyrightable work by the Executive are intended to be “work made for hire” as defined in Section 101 of the Copyright Act of 1976, as amended, and shall be and hereby are the property of the Company without any further compensation to the Executive.
 
 
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(b)   If, and to the extent, any of the Developments is not considered a “work for hire,” the Executive shall, without further compensation, assign to the Company and does hereby assign to the Company, the Executive’s entire right, title and interest in and to all Developments.  At the Company’s expense and at the Company’s request, the Executive shall provide reasonable assistance and cooperation, including, without limitation, the execution of documents in order to obtain, enforce, defend and/or maintain the Company’s proprietary rights in the Developments throughout the world.  The Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive’s agent and attorney-in-fact (which designation and appointment shall be deemed coupled with an interest and shall survive the Executive’s death or incapacity), to act for and in the Executive’s behalf to execute and file any such applications, extensions or renewals and to do all other lawfully permitted acts to further the prosecution and issuance of such letters patent, other intellectual property registrations or filings, or such other similar documents, with the same legal force and effect as if executed by the Executive.
 
7.   Noncompetition.   The Executive acknowledges and agrees that in the performance of this Agreement, he will be brought into frequent contact, either in person, by telephone, through electronic means or through the mails, with existing and potential customers and/or partners of the Company.  The Executive also acknowledges that any Confidential Information gained by his during the Term has been developed by the Company through substantial expenditures of time and money and constitutes valuable and unique property of the Company.  The Executive further understands and agrees that the foregoing makes it necessary for the protection of the Company’s business that the Executive not compete with the Company during the Term and not compete with the Company for a reasonable period after the Term, as further provided in the following provisions.  Accordingly, the Executive agrees that so long as he is an employee of the Company and for 12 months thereafter:
 
(a)   The Executive will not, directly or indirectly, individually or as a consultant to, or employee, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity, other than the Company or a Related Company, engage in or assist any other person or entity to engage in any business which directly or indirectly competes with any business in which the Company or any Related Company is engaging or in which the Company or any Related Company plans to engage or is actively evaluating engaging, during or at the time of the termination of the Executive’s engagement hereunder, anywhere in the United States or anywhere else in the world where the Company or any Related Company does business, or plans to do business or is actively evaluating doing business; provided that nothing contained herein shall prohibit the Executive from being a passive owner of less than one percent (1%) of the outstanding stock or any class of securities of any corporation or other entity which is publicly traded or privately held; and
 
(b)   The Executive will not, directly or indirectly, individually or as a consultant to, or employee, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity solicit or endeavor to entice away from the Company or any Related Company, or offer employment or any consulting arrangement to, or otherwise materially interfere with the business relationship of the Company or any Related Company with, any person or entity who is, or was within the one year period immediately prior to the termination of the Executive’s engagement hereunder, (i) employed by or a consultant to the Company or any Related Company or (ii) a customer or client of, supplier to or other party having material business relations with the Company or any Related Company.
 
 
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8.   Remedies.   Without limiting the remedies available to the Company and any Related Company, the Executive acknowledges that a breach of any of the covenants contained in Sections 5 , 6 and 7 herein could result in irreparable injury to the Company and, as applicable, a Related Company, for which there might be no adequate remedy at law, and that, in the event of such a breach or threat thereof, the Company and any affected Related Company, as the case may be, shall be entitled to obtain a temporary restraining order and/or a preliminary injunction and a permanent injunction restraining the Executive from engaging in any activities prohibited by Sections 5 , 6 and 7 herein or such other equitable relief as may be required to enforce specifically any of the covenants of Sections 5 , 6 and 7 herein.  The foregoing provisions and the provisions of Sections 5 , 6 and 7 herein shall survive the term of this Agreement and the termination of the Executive’s engagement hereunder, and shall continue thereafter in full force and effect.
 
9.   Recordings .  The Executive hereby gives the Company and its assigns permission to capture and record his image or likeness by means of photograph, facial imaging or similar means (“ Recordings ”); to make reasonable edits to these Recordings at its discretion and to incorporate these Recordings into publications, brochures, databases, or any other media (“ Publications ”); and to use such Recordings and Publications for the limited purposes of marketing, publicizing, or otherwise promoting the products and/or services of the Company or any of its affiliates.
 
10.   Termination.
 
(a)   General.   The engagement of the Executive under this Agreement may be terminated prior to the end of any Term upon thirty (30) days written notice by either party.  Upon the termination of the Executive’s engagement hereunder, this Agreement shall terminate, the Term shall expire on such date and no further compensation shall be payable.
 
(b)    
 
11.   Enforceability, etc.   This Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited or invalid under any such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating or nullifying the remainder of such provision or any other provisions of this Agreement.  If any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, such provisions shall be construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by applicable law.
 
 
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12.   Notices.   Any notice, demand or other communication given pursuant to this Agreement shall be in writing and shall be personally delivered, sent by nationally recognized overnight courier or express mail, or mailed by first class certified or registered mail, postage prepaid, return receipt requested as follows:
 
If to the Executive:

Whit Cluff
5320 South 900 East, Suite 260
Murray, Utah 84107

If to the Company:

If to the Company :
 
Gold American Mining Corp.
5320 South 900 East, Suite 260
Murray, Utah 84107
Attention:   Michael Ahlin, CEO

With a copy to :
Stephen M. Fleming
Fleming PLLC
49 Front Street, Suite 206
Rockville Centre, New York 11570
Phone 516-833-5034 
Fax 516-977-1209
email: smf@flemingpllc.com

or at such other address as may have been furnished by such person in writing to the other party.
 
 
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13.   Governing Law.   This Agreement shall be governed by and construed in accordance with the internal laws of the State of Utah without regard to its choice of law provisions.
 
14.   Amendments and Waivers.   This Agreement may be amended or modified only by a written instrument signed by the Company and the Executive.  No waiver of this Agreement or any provision hereof shall be binding upon the party against whom enforcement of such waiver is sought unless it is made in writing and signed by or on behalf of such party.  The waiver of a breach of any provision of this Agreement shall not be construed as a waiver or a continuing waiver of the same or any subsequent breach of any provision of this Agreement.  No delay or omission in exercising any right under this Agreement shall operate as a waiver of that or any other right.
 
15.   Binding Effect.   This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective heirs, executors and administrators, successors and assigns, except that the rights and obligations of the Executive are personal and may not be assigned without the Company’s prior written consent.  Any assignment of this Agreement by the Company shall not constitute a termination of the Executive’s engagement hereunder.
 
16.   Entire Agreement.   This Agreement constitutes the final and entire agreement of the parties with respect to the matters covered hereby and replaces and supersedes all other agreements and understandings relating to the subject matter contained herein.
 
17.   Directors’ and Officers’ Insurance; Indemnification.
 
(a)   The Company shall provide the Executive with (i) the coverage applicable to the officers of the Company under the Company’s policies of directors’ and officers’ insurance as may be in effect from time to time, and (ii) the most favorable indemnification that the Company from time to time extends to any of its officers or directors, whether under the Company’s by-laws, Certificate of Incorporation, by contract or otherwise.
 
(b)   The Company shall amend its directors’ and officers’ liability insurance policy to add the Executive as a named insured under such policy.
 
(c)   For so long as the Executive serves as an officer or director of the Company, the Company shall maintain directors’ and officers’ liability insurance with an insurer which maintains a rating of not less than A- by Fitch or A.M. Best with at least the current level of coverage.
 
 
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18.   Representations and Warranties of the Executive .  The Executive represents and warrants to the Company that, as of the date hereof, neither his execution and delivery of this Agreement nor the performance of his obligations hereunder will conflict with, violate or result in a breach of any agreement or obligation to which he is a party or by which he is bound.
 
19.   Representations and Warranties of the Company .  The Company represents and warrants to the Executive that, as of the date hereof:
 
(a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is formed and has all requisite organizational authority to own its property and assets and to conduct its business as presently conducted or proposed to be conducted under this Agreement;

(b) it has the organizational power and authority to execute, deliver and perform its obligations under this Agreement;

(c) all necessary action has been taken to authorize its execution, delivery and performance of this Agreement and this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with its respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity;

(d) neither its execution and delivery of this Agreement nor the performance of its obligations hereunder will:

(i) conflict with or violate any provision of its certificate of incorporation or by-laws or equivalent organizational documents;

(ii) conflict with, violate or result in a breach of any constitution, law, judgment, regulation or order of any governmental authority applicable to it; or

(iii) conflict with, violate or result in a breach of or constitute a default under or result in the imposition or creation of any mortgage, pledge, lien, security interest or other encumbrance under any term or condition of any mortgage, indenture, loan agreement or other agreement to which it is a party or by which its properties or assets are bound;

(e) no approval, authorization, order or consent of, or declaration, registration or filing with any governmental authority or third party is required for its valid execution, delivery and performance of this Agreement, except such as have been duly obtained or made; and
 
 
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(f) there is no action, suit or proceeding, at law or in equity, by or before any court, tribunal or governmental authority or third party pending, or, to its knowledge, threatened, which, if adversely determined, would materially and adversely affect its ability to perform its obligations hereunder or the validity or enforceability of this Agreement.

20.   Counterparts.   This Agreement may be executed in any number of counterparts, including counterpart signature pages or counterpart facsimile signature pages, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
 
21.   Review of Agreement .  Each party hereto acknowledges that he or it (a) has carefully read and understands all of the provisions of this Agreement and has had the opportunity for this Agreement to be reviewed by counsel, (b) is voluntarily entering into this Agreement and (c) has not relied upon any representation or statement made by the other party (or its affiliates, equity holders, agents, representatives, employees and attorneys) with regard to the subject matter or effect of this Agreement.  The Executive also acknowledges that his compliance with certain of the provisions of this Agreement is necessary to protect the goodwill, customer relationships and Confidential Information of the Company and each Related Company.
 
22.   Captions.   The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.
 
23.   No Strict Construction.   The parties hereto have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises under any provision of this Agreement, this Agreement shall be construed as if drafted jointly by the parties thereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authoring any of the provisions of this Agreement.
 
24.   Notification of New Employer.   In the event that the Executive is no longer providing services to the Company under this Agreement, the Executive consents to notification by the Company to the Executive’s new employer or its agents regarding the Executive’s rights and obligations under this Agreement.
 

 
[Signature Page Follows]
 
 
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This Agreement has been executed and delivered as a sealed instrument as of the date first above written.
 
  Gold American Mining Corp.  
       
Date: February 25, 2013
By:
/s/ Michael Ahlin  
    By: Michael Ahlin  
    Title: CEO  
       
       
Date: February 25, 2013   /s/ Whit Cluff  
    Whit Cluff  
                                                                
 
[Signature Page to Employment Agreement]
 
 
10

 
 
Exhibit A
 
AMP Holding Inc. – Fringe Benefits

To be determined by the Board of Directors
 

 
 
 
 
 
 
 
 

 11
 

EXHIBIT 10.4
 
EXECUTION COPY
 
EMPLOYMENT AGREEMENT
 
This Agreement (the “ Agreement ”), dated as of February 25, 2013, is by and between GOLD AMERICAN MINING CORP., a Nevada corporation (the “ Company ”) and Brian Brewer (hereinafter referred to as the “ Executive ”).
 
Introduction
 
The Company desires that the Executive perform services for the Company pursuant to the terms and conditions set forth herein.  The Executive will have significant access to information concerning the Company and its business.  The disclosure of such information or the engaging in competitive activities would cause substantial harm to the Company.
 
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
 
1.   Term.   The initial term of this Agreement (the “ Initial Term ”) shall commence on the date of the signing of this agreement by both parties (the “Effective Date”), and continue for two years thereafter (unless this Agreement is terminated earlier in accordance with Section 10 below).  Upon the expiration of the Initial Term, this Agreement shall be automatically renewed for consecutive one-year terms, unless a party hereto gives the other party written notice of non-renewal, which notice must be received no later than 30 days prior to the expiration of the Term.  The Initial Term, together with any extension thereof, is sometimes referred to herein as the “ Term .”
 
2.   Duties.   The Executive will serve as a Director and Chief Operating Officer of the Company and shall have duties of an executive nature that are attendant to his position as described in the by-laws of the Company and as may be reasonably assigned to him by the Chief Executive Officer (“ CEO ”) of the Company.  The Executive will report to the CEO and nothing herein shall interfere with or limit the oversight responsibilities of the CEO.  Unless otherwise agreed to by the Executive and the CEO, the Executive’s principal base of operation will be based in the Murray, Utah region.
 
3.   Full Time; Best Efforts.   The Executive shall use his best efforts to promote the interests of the Company and shall devote his full business time and efforts to its business and affairs and shall not provide management services to any other company or otherwise engage in business activities that would reasonably be expected to materially interfere with the performance of the Executive’s duties, services and responsibilities hereunder.
 
4.   Compensation and Benefits.   During the Term, the Executive will receive the following compensation and benefits:
 
(a)   Base Salary.   Upon the Company generating positive EBITDA and/or positive operational cash flow during two consecutive quarters as reflected in the Company’s filings with the Securities and Exchange Commission (the “Threshold Requirement”), the Executive will receive salary at the rate of $90,000 annually (the “ Base Salary ”)   Once the Threshold Requirement is met, the Base Salary will be payable in equal increments not less often than monthly in arrears and in any event consistent with the Company’s payroll policy and practices.  In addition, the Base Salary of the Executive may from time to time be increased, but not decreased, by the Board, in its absolute discretion.
 
 
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(b)   Bonus.   Upon the Threshold Requirement being met, the Executive will also be eligible for annual bonuses with a target amount of 50% of his Base Salary (the “ Bonus ”).  The actual amount of any Bonus may be more or less than such target and shall be determined by the Board based on the achievement of corporate and individual objectives determined by the Board on an annual basis, in its absolute discretion.  Half (50%) of the Bonus may be paid, in the Company’s discretion, in restricted common stock, par value $0.00001 per share, of the Company (“ Common Stock ”), at a price per share equal to the weighted average closing price per share of the Common Stock over the twenty most recent trading days on Over-the-Counter Bulletin Board (the “OTCBB”) as reported by a reliable reporting service (“Reporting Service”) as determined by the Company or, if the OTCBB is not the principal trading market for such security, the weighted average closing price per share of the Common Stock over the twenty most recent trading days on the principal securities exchange or trading market where such security is listed or traded.  If the trading price cannot be calculated for such security on such date in the manner provided above, the trading price shall be the fair market value as determined by the Company.  In the event the Company elects to pay all or any portion of such bonus in shares of Common Stock, the payment of such shares shall be deferred at the Executive’s election by crediting such shares to a notional account with the Company and shall be distributed from such account upon the later of (i) the date designated (to the extent consistent with Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”)) by the Executive with respect to such bonus or (ii) the earliest to occur of the 30 th day after the first anniversary of the date that annual bonuses are paid in cash or would have been paid to the other members of management of the Company, or the Executive’s death, disability or termination of employment.
 
(c)   Benefits.   In addition to the Base Salary and any Bonus, upon the Threshold Requirement being met, the Executive will also be entitled to receive health, welfare and fringe benefits that are generally available to the Company’s management employees in accordance with the then existing terms and conditions of the Company’s policies.  The Company’s current fringe benefits for management employees are set forth on Exhibit A hereto.  The Executive will be entitled to reimbursement of all reasonable expenses incurred by him in his performance of services on behalf of the Company hereunder, subject to the presentation of appropriate documentation and other reimbursement policies generally applicable to the Company’s management employees. If such expenses are in an amount of more than $500.00 then a board member or an executive officer must approve such expenses in writing.
 
(d)   Withholding.   The Company will withhold from compensation payable hereunder all applicable federal, state and local withholding taxes. 
 
5.   Confidentiality.   The Executive agrees that during the Term and thereafter:
 
(a)   The Executive has not and will not at any time, directly or indirectly, disclose or divulge any Confidential Information (as hereinafter defined), except as reasonably necessary or advisable in connection with the performance of the Executive’s duties for the Company, or except to the extent required by law (but only after the Executive, to the extent practicable given the nature of the legal requirement, has provided the Company with reasonable notice and opportunity to take action against any legally required disclosure).  As used herein, “ Confidential Information ” means all information concerning the business of the Company or of any of its subsidiaries (“ Related Companies ”), or any customer or vendor of any of the Related Companies, (whether or not subject to copyright, patent or other intellectual property protection) that has an independent economic value from not being readily known, is not ascertainable by proper means by others and is not generally known to the public, or which would constitute a trade secret as may be defined by the Uniform Trade Secrets Act or under the laws governing this Agreement, and any oral, electronic or written communications thereof, including, but not limited to, specifications, designs, concepts, plans, programs, software, other developments relating to products and services, proposal plans, marketing data and financial information, and all copies and tangible embodiments thereof (in whatever form or medium); provided , that Confidential Information shall not include any information that is publicly available through no fault of the Executive or disclosed pursuant to applicable securities laws.
 
 
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(b)   The Executive has not and shall not make use whatsoever, directly or indirectly, of any Confidential Information at any time, except as reasonably necessary or advisable in connection with the performance of the Executive’s duties for the Company.
 
(c)   Upon the Company’s request at any time and for any reason, the Executive shall immediately deliver to the Company all materials (whether in electronic or hard copy form) in the Executive’s possession which contain or relate to Confidential Information.
 
(d)   When in possession of Confidential Information, the Executive will not engage in any transaction in the Company’s securities.
 
6.   Intellectual Property.
 
(a)   All inventions, modifications, discoveries, designs, developments, improvements, processes, software programs, works of authorship, documentation, formulae, data, techniques, know-how, secrets or intellectual property rights or any interest therein (collectively, the “ Developments ”) made by the Executive, either alone or in conjunction with others, at any time or at any place during his service with the Company, whether or not reduced to writing or practice during such period, which relate to the business in which any Related Company is then engaged or in which any Related Company then intends to engage, shall be and hereby are the exclusive property of the Company without any further compensation to the Executive.  Any Developments employed and made by the Executive, either solely or jointly with others, within six months following the termination of the Executive’s services hereunder that relate to the Company’s actual day-to-day operations or core competencies in which the Executive was actively involved, shall be irrefutably presumed to have been made in the course of such employment with the use of the Company’s time, materials or facilities.  In addition, without limiting the generality of the prior sentence, all Developments which are copyrightable work by the Executive are intended to be “work made for hire” as defined in Section 101 of the Copyright Act of 1976, as amended, and shall be and hereby are the property of the Company without any further compensation to the Executive.
 
(b)   If, and to the extent, any of the Developments is not considered a “work for hire,” the Executive shall, without further compensation, assign to the Company and does hereby assign to the Company, the Executive’s entire right, title and interest in and to all Developments.  At the Company’s expense and at the Company’s request, the Executive shall provide reasonable assistance and cooperation, including, without limitation, the execution of documents in order to obtain, enforce, defend and/or maintain the Company’s proprietary rights in the Developments throughout the world.  The Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive’s agent and attorney-in-fact (which designation and appointment shall be deemed coupled with an interest and shall survive the Executive’s death or incapacity), to act for and in the Executive’s behalf to execute and file any such applications, extensions or renewals and to do all other lawfully permitted acts to further the prosecution and issuance of such letters patent, other intellectual property registrations or filings, or such other similar documents, with the same legal force and effect as if executed by the Executive.
 
 
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7.   Noncompetition.   The Executive acknowledges and agrees that in the performance of this Agreement, he will be brought into frequent contact, either in person, by telephone, through electronic means or through the mails, with existing and potential customers and/or partners of the Company.  The Executive also acknowledges that any Confidential Information gained by his during the Term has been developed by the Company through substantial expenditures of time and money and constitutes valuable and unique property of the Company.  The Executive further understands and agrees that the foregoing makes it necessary for the protection of the Company’s business that the Executive not compete with the Company during the Term and not compete with the Company for a reasonable period after the Term, as further provided in the following provisions.  Accordingly, the Executive agrees that so long as he is an employee of the Company and for 12 months thereafter:
 
(a)   The Executive will not, directly or indirectly, individually or as a consultant to, or employee, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity, other than the Company or a Related Company, engage in or assist any other person or entity to engage in any business which directly or indirectly competes with any business in which the Company or any Related Company is engaging or in which the Company or any Related Company plans to engage or is actively evaluating engaging, during or at the time of the termination of the Executive’s engagement hereunder, anywhere in the United States or anywhere else in the world where the Company or any Related Company does business, or plans to do business or is actively evaluating doing business; provided that nothing contained herein shall prohibit the Executive from being a passive owner of less than one percent (1%) of the outstanding stock or any class of securities of any corporation or other entity which is publicly traded or privately held; and
 
(b)   The Executive will not, directly or indirectly, individually or as a consultant to, or employee, officer, director, manager, stockholder, partner, member or other owner or participant in any business entity solicit or endeavor to entice away from the Company or any Related Company, or offer employment or any consulting arrangement to, or otherwise materially interfere with the business relationship of the Company or any Related Company with, any person or entity who is, or was within the one year period immediately prior to the termination of the Executive’s engagement hereunder, (i) employed by or a consultant to the Company or any Related Company or (ii) a customer or client of, supplier to or other party having material business relations with the Company or any Related Company.
 
 
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8.   Remedies.   Without limiting the remedies available to the Company and any Related Company, the Executive acknowledges that a breach of any of the covenants contained in Sections 5 , 6 and 7 herein could result in irreparable injury to the Company and, as applicable, a Related Company, for which there might be no adequate remedy at law, and that, in the event of such a breach or threat thereof, the Company and any affected Related Company, as the case may be, shall be entitled to obtain a temporary restraining order and/or a preliminary injunction and a permanent injunction restraining the Executive from engaging in any activities prohibited by Sections 5 , 6 and 7 herein or such other equitable relief as may be required to enforce specifically any of the covenants of Sections 5 , 6 and 7 herein.  The foregoing provisions and the provisions of Sections 5 , 6 and 7 herein shall survive the term of this Agreement and the termination of the Executive’s engagement hereunder, and shall continue thereafter in full force and effect.
 
9.   Recordings .  The Executive hereby gives the Company and its assigns permission to capture and record his image or likeness by means of photograph, facial imaging or similar means (“ Recordings ”); to make reasonable edits to these Recordings at its discretion and to incorporate these Recordings into publications, brochures, databases, or any other media (“ Publications ”); and to use such Recordings and Publications for the limited purposes of marketing, publicizing, or otherwise promoting the products and/or services of the Company or any of its affiliates.
 
10.   Termination.
 
(a)   General.   The engagement of the Executive under this Agreement may be terminated prior to the end of any Term upon thirty (30) days written notice by either party.  Upon the termination of the Executive’s engagement hereunder, this Agreement shall terminate, the Term shall expire on such date and no further compensation shall be payable.
 
(b)    
 
11.   Enforceability, etc.   This Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited or invalid under any such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating or nullifying the remainder of such provision or any other provisions of this Agreement.  If any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, such provisions shall be construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by applicable law.
 
 
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12.   Notices.   Any notice, demand or other communication given pursuant to this Agreement shall be in writing and shall be personally delivered, sent by nationally recognized overnight courier or express mail, or mailed by first class certified or registered mail, postage prepaid, return receipt requested as follows:
 
If to the Executive:

Brian Brewer
5320 South 900 East, Suite 260
Murray, Utah 84107

If to the Company:

If to the Company :
 
Gold American Mining Corp.
5320 South 900 East, Suite 260
Murray, Utah 84107
Attention:   Michael Ahlin, CEO

With a copy to :
Stephen M. Fleming
Fleming PLLC
49 Front Street, Suite 206
Rockville Centre, New York 11570
Phone 516-833-5034 
Fax 516-977-1209
email: smf@flemingpllc.com

or at such other address as may have been furnished by such person in writing to the other party.
 
 
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13.   Governing Law.   This Agreement shall be governed by and construed in accordance with the internal laws of the State of Utah without regard to its choice of law provisions.
 
14.   Amendments and Waivers.   This Agreement may be amended or modified only by a written instrument signed by the Company and the Executive.  No waiver of this Agreement or any provision hereof shall be binding upon the party against whom enforcement of such waiver is sought unless it is made in writing and signed by or on behalf of such party.  The waiver of a breach of any provision of this Agreement shall not be construed as a waiver or a continuing waiver of the same or any subsequent breach of any provision of this Agreement.  No delay or omission in exercising any right under this Agreement shall operate as a waiver of that or any other right.
 
15.   Binding Effect.   This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective heirs, executors and administrators, successors and assigns, except that the rights and obligations of the Executive are personal and may not be assigned without the Company’s prior written consent.  Any assignment of this Agreement by the Company shall not constitute a termination of the Executive’s engagement hereunder.
 
16.   Entire Agreement.   This Agreement constitutes the final and entire agreement of the parties with respect to the matters covered hereby and replaces and supersedes all other agreements and understandings relating to the subject matter contained herein.
 
17.   Directors’ and Officers’ Insurance; Indemnification.
 
(a)   The Company shall provide the Executive with (i) the coverage applicable to the officers of the Company under the Company’s policies of directors’ and officers’ insurance as may be in effect from time to time, and (ii) the most favorable indemnification that the Company from time to time extends to any of its officers or directors, whether under the Company’s by-laws, Certificate of Incorporation, by contract or otherwise.
 
(b)   The Company shall amend its directors’ and officers’ liability insurance policy to add the Executive as a named insured under such policy.
 
(c)   For so long as the Executive serves as an officer or director of the Company, the Company shall maintain directors’ and officers’ liability insurance with an insurer which maintains a rating of not less than A- by Fitch or A.M. Best with at least the current level of coverage.
 
18.   Representations and Warranties of the Executive .  The Executive represents and warrants to the Company that, as of the date hereof, neither his execution and delivery of this Agreement nor the performance of his obligations hereunder will conflict with, violate or result in a breach of any agreement or obligation to which he is a party or by which he is bound.
 
 
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19.   Representations and Warranties of the Company .  The Company represents and warrants to the Executive that, as of the date hereof:
 
(a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is formed and has all requisite organizational authority to own its property and assets and to conduct its business as presently conducted or proposed to be conducted under this Agreement;

(b) it has the organizational power and authority to execute, deliver and perform its obligations under this Agreement;

(c) all necessary action has been taken to authorize its execution, delivery and performance of this Agreement and this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with its respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity;

(d) neither its execution and delivery of this Agreement nor the performance of its obligations hereunder will:

(i) conflict with or violate any provision of its certificate of incorporation or by-laws or equivalent organizational documents;

(ii) conflict with, violate or result in a breach of any constitution, law, judgment, regulation or order of any governmental authority applicable to it; or

(iii) conflict with, violate or result in a breach of or constitute a default under or result in the imposition or creation of any mortgage, pledge, lien, security interest or other encumbrance under any term or condition of any mortgage, indenture, loan agreement or other agreement to which it is a party or by which its properties or assets are bound;
(e) no approval, authorization, order or consent of, or declaration, registration or filing with any governmental authority or third party is required for its valid execution, delivery and performance of this Agreement, except such as have been duly obtained or made; and

(f) there is no action, suit or proceeding, at law or in equity, by or before any court, tribunal or governmental authority or third party pending, or, to its knowledge, threatened, which, if adversely determined, would materially and adversely affect its ability to perform its obligations hereunder or the validity or enforceability of this Agreement.
 
 
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20.   Counterparts.   This Agreement may be executed in any number of counterparts, including counterpart signature pages or counterpart facsimile signature pages, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
 
21.   Review of Agreement .  Each party hereto acknowledges that he or it (a) has carefully read and understands all of the provisions of this Agreement and has had the opportunity for this Agreement to be reviewed by counsel, (b) is voluntarily entering into this Agreement and (c) has not relied upon any representation or statement made by the other party (or its affiliates, equity holders, agents, representatives, employees and attorneys) with regard to the subject matter or effect of this Agreement.  The Executive also acknowledges that his compliance with certain of the provisions of this Agreement is necessary to protect the goodwill, customer relationships and Confidential Information of the Company and each Related Company.
 
22.   Captions.   The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.
 
23.   No Strict Construction.   The parties hereto have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises under any provision of this Agreement, this Agreement shall be construed as if drafted jointly by the parties thereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authoring any of the provisions of this Agreement.
 
24.   Notification of New Employer.   In the event that the Executive is no longer providing services to the Company under this Agreement, the Executive consents to notification by the Company to the Executive’s new employer or its agents regarding the Executive’s rights and obligations under this Agreement.
 
[Signature Page Follows]
 
 
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This Agreement has been executed and delivered as a sealed instrument as of the date first above written.
 
  Gold American Mining Corp.  
       
Date: February 25, 2013 
By:
/s/ Michael Ahlin  
    Name: Michael Ahlin  
    Title: CEO  
       
Date: February 25, 2013   /s/ Brian Brewer  
    Brian Brewer  
 

 
 
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Exhibit A
 
AMP Holding Inc. – Fringe Benefits
 
 
To be determined by the Board of Directors
 
 
 
 
 
 
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EXHIBIT 10.5
 
CONSULTING SERVICES AGREEMENT
 
THIS SERVICES AGREEMENT (this “Agreement”), entered into this 25 th day of February, 2013, (the “Effective Date”), sets forth the arrangement between JEFF PIKE (hereinafter referred to as “Consultant”), and GOLD AMERICAN MINING CORP., a Nevada corporation, with its principal place of business at 5320 South 900 East, Suite 260, Murray, Utah 84107 (hereinafter referred to as “Company”), with respect to compensation to which Consultant may become entitled under the terms and conditions set forth in this Agreement.

W I T N E S S E T H:
 
WHEREAS, the purpose of this Agreement is to confirm the engagement of Consultant by Company for purposes of providing services more fully described below.
 
NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement, the parties agree as follows:
 
 
1.   Purpose; Services .  Consultant will undertake to provide services as more fully described in Schedule A (the “ Services ”).  Company desires to engage Consultant in connection with the Services.  In performing the Services, Consultant shall report to such person as may, from time to time, be designated by the Company’s chief executive officer.  Consultant shall not have any authority to execute contracts or make any commitments on behalf of the Company.  Consultant accepts the engagement provided in this Agreement and agrees to perform the Services in a professional manner, diligently, in good faith, in a manner consistent with the best interests of the Company.  Consultant shall not be required to devote his full time and attention to the Services. The Company recognizes that Consultant has other business activities to which he devotes a significant amount of his time.
 
Consultant shall preserve the confidentiality of confidential information designated as confidential by Company or that may assumed to be confidential.   Consultant understands that the Company is a publicly traded company trading on the OTCBB under the symbol SILA.  Consultant understands that it may come in possession of material non-public information.  Consultant agrees that it will protect such information and not buy or sell the Company’s securities when in possession of such information.   Consultant represents that it is an accredited investor as that term is defined by Regulation D as promulgated under the Securities Act of 1933, as amended (the “Act”), and all compensation in the form of securities of the Company issued to Consultant under Section 2 of this Agreement shall be issued under Section 4(2) of the Act and shall contain the appropriate restrictive legend under the Act.
 
2.   Compensation .  For providing the Services, Company shall pay and/or issue to Consultant the fees set forth on Schedule B .
 
3.  Independent Contractor Relationship .  This Agreement is intended to create an independent contractor relationship between Consultant and Company.
 
(a)    No Taxes Withheld from Compensation .   Company will not withhold any taxes from any compensation paid to Consultant according to this Agreement. It is acknowledged and agreed by the parties that Company has not, is not, and shall not be obligated to make, and that it is the sole responsibility of Consultant to make, in connection with compensation paid to Consultant according to this Agreement, all periodic filings and payments required to be made in connection with any withholding taxes, FICA taxes, Federal unemployment taxes, and any other federal, state or local taxes, payments or filings required to be paid, made or maintained.
 
 
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(b)   Consultant Controls Time and Effort .   It is agreed that Company is interested only in the ultimate results of Consultant’s activities pursuant to this Agreement, and that Consultant shall have exclusive control over the time and effort invested by Consultant pursuant to this Agreement, and the manner and means of Consultant’s performance under this Agreement.
 
(c)   Independence from Company.   The parties further agree that Consultant shall have no control or supervision over Company’s employees, officers, directors, representatives or affiliates.  Consultant will not represent that it is an employee of Company. Consultant shall at all times represent himself and be construed as independent of Company.  Consultant shall not, under any circumstances, be deemed to be a servant or employee of Company for any purpose, including for Federal tax purposes.  Consultant’s relationship to Company is that of an independent contractor, and nothing in this Agreement shall constitute this Agreement as a joint venture or partnership between Consultant and Company.  Consultant shall have no authority to bind Company or any of its employees, officers, directors, representatives or affiliates by any promise or representation, oral or otherwise, unless specifically authorized in a writing bearing an authorized signature of a Company officer, director or representative. All discussions and negotiations with any source for funding and/or financing shall be conducted by Company.
 
4.   Confidential Information .   Each party acknowledges that, pursuant to this Agreement, it may be given access to or may become acquainted with certain information, trade secrets or both, of the other party, including but not limited to, confidential information and trade secrets regarding computer programs, designs, skills, patents, pending patents, copyrights, procedures, methods, documentation, plans, drawings, schematics, facilities, customers, policies, marketing, pricing, customer lists and other information and know-how all relating to or useful to the disclosing party (collectively, the “Confidential Information") and the exclusive property of the disclosing party.
 
5.   Nondisclosure of Confidential Information .  During the term of this Agreement and for a period of one year thereafter, each party shall only disclose the Confidential Information in connection with its performance pursuant to this Agreement, subject to the terms and conditions of this Agreement, and otherwise, the non-disclosing party shall not in any manner, either directly or indirectly, divulge, disclose or communicate to any person or entity, any of the Confidential Information.  The Parties expressly agree that the Confidential Information affects the successful and effective conduct of the other party’s business and its good will, and that any breach of the terms of this Section by the non-disclosing party is a breach of this Agreement.  Consultant acknowledges that the Company files reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and the Company’s shares of common stock are traded in the Over the Counter Bulletin Board.  Consultant agrees that it will not engage in any transaction in the Company’s securities if Consultant is in possession of material non-public information.
 
6.   Exceptions to Nondisclosure .  Notwithstanding anything to the contrary contained in this Agreement, the non-disclosing party shall not be prohibited from disclosing to third parties, or using without the prior written consent of the disclosing party, information that (a) was, on the date of this Agreement, generally known to the public, (b) is as of the date of this Agreement known to the non-disclosing party, as evidenced by written records in the possession of non-disclosing party, (c) is subsequently disclosed to non-disclosing party by a third party who is in lawful possession of such information and is not under an obligation of confidence, (d) is disclosed by the disclosing party to third parties generally without restriction on use and disclosure, or (e) is required to be disclosed by law or a final order of a court or other governmental agency or authority of competent jurisdiction, provided, however, reasonable notice prior to any disclosure as required by applicable law or court process shall be given to the disclosing party which would allow Consultant sufficient time to attempt to obtain injunctive relief in respect to such disclosure.
 
 
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7.   Term, Termination of this Agreement and Return of Property .   The Term of this Agreement shall be for a period of one (1) year (the “ Term ”); provided, however, the Company may terminate upon providing Consultant with five (5) days written notice. Further, the Company may extend the Term for six (6) month intervals by providing the Consultant written notice of its intent to extend the Term prior to the expiration of the Term.
 
8.   Representations and Warranties.     The Consultant represents that the Consultant is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and that the Consultant is able to bear the economic risk associated with providing the Services for the Shares.  The Consultant recognizes that (a) the Company remains a development stage business with limited operating history and requires substantial funds to continue as a business concern; (b) the Consultant may not be able to liquidate the Shares; and (c) the Consultant could sustain the complete loss of any value in the Shares.
 
The Consultant further understands that there is a limited public market for the Shares.  The Consultant understands that even if more significant public market develops for the Shares, Rule 144 (“Rule 144”) promulgated under the Securities Act requires for non-affiliates, among other conditions, a six month holding period prior to the resale of securities acquired in a non-public offering without having to satisfy the registration requirements under the Securities Act.  The Consultant understands that the Shares have not been registered under the Securities Act and the Consultant hereby acknowledges that the Company is under no obligation to register any of Shares under the Securities Act or any state securities or “blue sky” laws.
 
9.    Notice .  Any notice required under this Agreement shall be deemed duly delivered (and shall be deemed to have been duly received if so given), if personally delivered, sent by a reputable courier service, or mailed by registered or certified mail, postage prepaid, return receipt requested, addressed to the parties at the addresses set forth above or to such other address as any party may have furnished to the other in writing in accordance with this Section.
 
10.   Law and Jurisdiction .   The laws of the State of Utah apply to this Agreement, without deference to the principles of conflicts of law.  Both jurisdiction and venue for any litigation pursuant to this Agreement shall be proper in the courts of Utah.
 
11.   Severability .   If the law does not allow a provision of this Agreement to be enforced, such unenforceable provision shall be amended to become enforceable and reflect the intent of the parties, and the rest of the provisions of this Agreement shall remain in effect.
 
12.  Waiver .   The failure of any party, in any instance, to insist upon strict enforcement of the provisions of this Agreement shall not be construed to be a waiver or relinquishment of enforcement in the future, and the terms of this Agreement shall continue to remain in full force and effect.
 
 
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13.  Amendment .   This Agreement may only be amended or modified in a writing signed by both of the parties and referring to this Agreement.
 
14.  Entire Agreement .   This Agreement constitutes the entire agreement and final understanding of the parties with respect to the subject matter of this Agreement and supersedes and terminates all prior and/or contemporaneous understandings and/or discussions between the parties, whether written or verbal, express or implied, relating in any way to the subject matter of this Agreement.
 
15.   Execution in Counterparts .  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one in the same instrument.  Confirmation of execution by electronic transmission of a facsimile signature shall be binding on the confirming party.

 
SIGNING THIS AGREEMENT INDICATES ACCEPTANCE OF THE TERMS OF THIS AGREEMENT.
 
  GOLD AMERICAN MINING CORP.       
       
 
By:
/s/ Michael Ahlin       
    Name:Michael Ahlin  
    Title: CEO  
       
    /s/ Jeff Pike  
    Jeff Pike  
 
 
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Schedule A – Services

  
Assist the Company with the completion of its current projects.
 
 
 
 
 
 
 
 
 
 
 
 
 
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Schedule B – Compensation

a.  
Company shall reimburse Consultant his actual costs of travel, meals, and lodging to the extent reasonable and necessarily incurred by Consultant in rendering services hereunder, which have been pre-approved by the Company in writing. Consultant shall submit a statement for any month in which out of pocket expenses are incurred showing the reimbursable expenses (including receipts and other backup as applicable) payable with respect to services rendered during such month.  Company shall, in accordance with its accounting procedures, remit to Consultant the appropriate amount.
 
b.   
The Company shall issue the Consultant 50,000 shares of common stock of the Company upon on the effective date of this Agreement.  T he Consultant represents that he is an accredited investor as such term is defined under Regulation D promulgated under the Securities Act of 1933, as amended.
 
 
 
 
 
 
 
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EXHIBIT 10.6

 
THIRD PARTY INDEPENDENT CONSULTING AGREEMENT
SINGLE TRANSACTION, IMMEDIATE FEE


This Agreement (the “Agreement”) is entered into effective 25 th of February 2013, between First Trust Management Inc. a Florida entity with an address of 519 NW 60 th street, Suite C, Gainesville, FL 32607; (“the Consultant”) and Gold American Mining Corp. (“the Company”) with an address of 5320 South 900 East, Suite 260, Murray, Utah 84107

1.   Consultant Services . Consultant shall provide specialized consulting services (the “Services”) to the company, namely assisting the Company in assessing and identifying an acquisition target suitable to client.
 
2. Consideration . As consideration for services to be provided by Consultant, the Company shall pay a consulting fee of 200,000 (Two Hundred Thousand) shares (the “Shares”) of the Company . The Company agrees that it shall include 50,000 shares of common stock for resale on its Form S-1 Registration Statement it intends to file (the “Registered Shares”).
 
3. Term and Termination . This consultancy shall terminate automatically upon Company issuing the shares to Consultant and have no validity or mutual obligations upon entry of said shares into Consultants account.

4. Independent Contractor. Consultant’s relationship with the Company will be that of an independent contractor and not an employee. Consultant will not be eligible for any employee benefits, nor will the Company make deductions from consideration paid to Consultant for taxes, all of which will be Consultant’s responsibility. Consultant will have no authority to enter into contracts that bind the Company or create obligations on the part of the Company without the prior written authorization of the Company.

5.   Covenants of Consultant .
 
(a)  Except for the Registered Shares, Consultant agrees that it shall not transfer, offer, pledge, sell, contract to sell, grant any options for the sale of or otherwise dispose of, directly or indirectly, any Shares until February 25, 2014.  If requested by an underwriter of the Company’s common stock, each Consultant will reaffirm the agreement set forth in this Section 1 in a separate writing in a form satisfactory to such underwriter. The Company may impose stop-transfer instructions with respect to the Shares.
 
(b)   Notwithstanding the foregoing, the restrictions set forth in Section 1(a) above shall not apply to (A) the sale by the Consultant of up to 12.5% of the Shares each month for a period of eight months commencing on the one (1) year anniversary of this Agreement, (B) transfers (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, or (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, or (C) with the prior written consent of the Board of Directors of the Company.  For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption,
 
 
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5. Company’s Representations, Warranties and Covenants. As of the Effective Date, the Company hereby represents, warrants and covenants to Consultant as Follows:
 
(a) The Company is a duly organized corporation validly existing under the laws of the Nevada and has full power and authority to perform its obligations under this agreement.
 
(b) The execution and delivery of this Agreement by the Company has been duly authorized by all requisite corporate actions and proceedings, and this Agreement constitutes the legal, valid and binding obligation of the Company. Neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated hereby do or would after the giving of notice or the lapse of time or both, (I) conflict with , result in a breach of, constitute a default under, or violate the Articles of Incorporation or the Bylaws of the Company; or (II) conflict with, result in a breech of, constitute a default under, or violate any federal, state or local law, statute, rule, regulation, injunction, judgment, order, decree, ruling, charge or other restrictions of any government, governmental agency or court, except for conflicts, breaches, defaults or violations which individually or in the aggregate would nor have a material adverse affect.
 
6.   Representations of Consultant .

(a)  Consultant represents that Consultant is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and that Consultant is able to bear the economic risk associated with providing the Services for the Shares.  Consultant recognizes that (a) the Company remains a development stage business with limited operating history and requires substantial funds to continue as a business concern; (b) Consultant may not be able to liquidate the Shares; and (c) Consultant could sustain the complete loss of any value in the Shares.
 
(b)    Restrictive Legend.  All certificates representing the Shares deliverable to the Consultant and any certificates subsequently issued with respect thereto or in substitution therefor shall bear a legend substantially as follows, in addition to any legend the Company determines is required pursuant to any applicable legal requirement including the standard legend required under the Securities Act of 1933, as amended:
 
 
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" THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT AND THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A OF SUCH ACT."
 
The Company, at its discretion, may cause a stop transfer order to be placed with its transfer agent(s) with respect to the certificates representing the Shares.

7. Miscellaneous .
 
(a) Amendments and Waivers . No term of this Agreement may be amended or waived except with the written consent of the parties.
 
(b) Entire Agreement . This Agreement, including the Exhibits hereto, constitutes the entire agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof.
 
(c) Notices . Any notice required or permitted by this Agreement shall be in writing and shall be (I) delivered personally, (II) sent by certified or registered mail, postage prepaid, return receipt requested, (III) delivered by a nationally-recognized delivery service (such as Federal Express or UPS), or (IV) faxed, addressed to the party to be notified as such party’s address or facsimile number as set forth below or as subsequently modified by written notice. Notices shall be deemed communicated upon receipt if personally delivered, delivered by a nationally-recognized delivery service or faxed (with a written confirmation of facsimile transmission), or five (5) days after posting if sent by certified mail.
 
(d) Choice of Law & Jurisdiction . The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the state of Utah, without giving effect or the principles of conflict of laws. The parties hereto also fully avail themselves to the jurisdiction of the Courts thereof.
 
(e) Attorneys’ Fees . If any action at law or in equity is commenced by any party to enforce or interpret the terms of this Agreement, the party finally prevailing in such proceeding or action shall be entitled to recover from the unsuccessful part reasonable attorneys’ fees, cost and necessary disbursements in addition to any other relief to which it may be entitled.
 
 
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(f) Severability . If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provisions in good faith. In the event that the parties can not reach a mutually agreeable and enforceable replacement for such provisions, the (I) such provisions shall be excluded from this Agreement, (II) the balance of the Agreement shall be interpreted as if such provisions were so excluded and (III) the balance of the Agreement shall be enforceable in accordance with its terms.
 
(g) Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.
 
The Parties hereto have executed this Agreement as of the date stated above.
 
Gold American Mining Corp.       First Trust Management Inc  
         
/s/ Michael Ahlin 
   
/s/ John Zukowski
 
Name: Michael Ahlin  
   
Name: John Zukowski
 
Title: CEO   
   
Title: President
 

                                                               
 
 
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EXHIBIT 10.7
 
Agreement to Engage
Danzig Ltd
Business Consultant for
GOLD AMERICAN MINING CORP
 
I.
ENGAGEMENT

GOLD AMERICAN MINING CORP.   ("SILA") hereby engages and retains  DANZIG LTD. (“ DANZIG”) as a Business Consultant for and on behalf of SILA and its Affiliates to perform the Services (as that term is hereinafter defined) and DANZIG hereby accepts such appointment on the terms and subject to the conditions hereinafter set forth and agrees to use its best efforts in providing such Services.

II.
INDEPENDENT CONTRACTOR

 
A.
DANZIG, and in all respects be deemed to be, an independent contractor in the performance of its duties hereunder, any law of any jurisdiction to the contrary notwithstanding.

 
B.
DANZIG shall not, by reason of this Agreement or the performance of the Services, be or be deemed to be, an employee, agent, partner, co-venturer or controlling person of SILA, and DANZIG shall have no power to enter into any agreement on behalf of or otherwise bind SILA.

 
C.
DANZIG shall not have or be deemed to have, fiduciary obligations or duties to SILA or its Affiliates and shall be free to pursue, conduct and carry on for its own account (or for the account of others) such activities, employments, ventures, businesses and other pursuits as DANZIG in its sole and absolute discretion may elect.

III.
SERVICES

A.           As Business Consultant for SILA, DANZIG agrees to provide the following consulting services (collectively the “Services”):

 
1.
Identifying individuals and entities who are potential providers of legal, accounting, investment banking and other services that are relevant to the business plans of SILA;

 
2.
Identifying potential sources of capital or financing for SILA;

 
3.
Assisting SILA in efforts to seek additional business and business relationships that will be of benefit to SILA and its Affiliates; and
 
 
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4.
Such other services as SILA may reasonably request, consistent with the provisions of this Agreement.

 
A.
DANZIG shall devote such time and effort to the affairs of SILA as is reasonable and adequate to render the Services contemplated by this Agreement.

 
B.
DANZIG is not responsible for the performance of any services that constitute the rendering of any legal opinions or performance of work that is in the ordinary purview of a Certified Public Accountant.

 
C.
DANZIG is not a broker-dealer, investment advisor, or associated person of either, and hence is not responsible for the performance of any services that would subject it to federal or state registration or licensing requirements relating to broker-dealers, investment advisors and their associated persons.
 
 
D.
DANZIG cannot guarantee results on behalf of SILA, but shall pursue all reasonable avenues available to successfully provide the Services contemplated herein.

 
E.
DANZIG and SILA hereby confirm their express written intent that DANZIG and shall only be required to devote such time to the performance of the Services as DANZIG and shall, in its discretion, deem necessary and proper to discharge its responsibilities under this Agreement.

IV.
EXPENSES
 
It is expressly agreed and understood that DANZIG's compensation as provided in this Agreement does not include normal and reasonable out-of-pocket expenses, which expenses (as described below) shall be pre-approved in writing by SILA.  The expenses described in this paragraph shall be reimbursed by SILA independent of any fees described in the section below titled, “COMPENSATION.”
 
 
A.
“Normal and reasonable out-of-pocket expenses” shall include but are not limited to: accounting, long distance communication, express mail, outside consultants, travel (including: airfare, hotel lodging and meals, transportation, etc.), and other costs involved in the execution of DANZIG Services under this Agreement.

 
B.
SILA also agrees to pay its own and DANZIG's legal expenses in connection with:

 
1.
DANZIG's Services under this Agreement, and
 
 
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2.
Any registration of the Engagement Securities as provided in Section V below.

 
C.
SILA hereby agrees to compensate DANZIG promptly upon receipt of an expense invoice from DANZIG.  Whenever feasible, DANZIG will request advance payment of approved expenses.

V.
COMPENSATION
 
In consideration for the Services, SILA agrees that DANZIG shall be entitled to compensation as follows:
 
 
A.
Upon the execution of this Agreement, DANZIG will receive five hundred sixty five thousand and ninety four (565,094) post reverse shares of the common stock of GOLD AMERICAN MINING CORP. (the “Engagement Securities”).
 
 
B.
GOLD AMERICAN MINING CORP Board of   Directors shall authorize the issuance of the Engagement Securities upon the signing of this Agreement, and shall have such securities delivered immediately to DANZIG.  However, in no event shall the Engagement Securities be delivered later than Ten (10) days from the date of the signing of this Agreement.

 
C.
Once issued, the Engagement Securities shall be deemed fully earned.  The Engagement Securities shall not have any anti-dilution rights.

VI.
REGISTRATION RIGHTS

The Company shall, within ninety (90) days of the date of this Agreement, file with the Securities and Exchange Commission (“SEC”) a Registration Statement or Registration Statements (as is necessary) on Form S-1 (or, if such form is unavailable for such a registration, on such other form as is available for such registration), covering the resale of all of the Engagement Securities, which Registration Statement(s) shall state that, in accordance with Rule 416 promulgated under the 1933 Act, such Registration Statement also covers such indeterminate number of additional shares of the Company’s common stock (“Common Stock”) as may become issuable upon stock splits, stock dividends or similar transactions.

VII.
REPRESENTATIONS, WARRANTIES AND COVENANTS

 
A.
Execution.   The execution, delivery and performance of this Agreement, in the time and manner herein specified, will not conflict with, result in a breach of, or constitute a default under any existing agreement, indenture, or other instrument to which either SILA or DANZIG is a party or by which either entity may be bound or affected.
 
 
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B.
Non-Circumvention. SILA hereby irrevocably agrees not to circumvent, avoid, bypass, or obviate, directly or indirectly, the intent of this Agreement, including avoiding payment of fees or other compensation to DANZIG.

 
C.
Corporate Authority.   Both SILA and DANZIG have full legal authority to enter into this Agreement and to perform the same in the time and manner contemplated.

 
D.
Authorized Signatures.   The individuals whose signatures appear below are authorized to sign this Agreement on behalf of their respective corporations.

 
E.
Properly Issued Shares.   When issued to DANZIG, the Engagement Securities shall be duly and validly issued, fully paid and non-assessable.

 
F.
Underwriter Fees. SILA acknowledges and understands that DANZIG is neither a broker-dealer nor a registered investment advisor and SILA may be required to pay underwriting fees to an underwriter and/or funding entity in connection with any offerings, underwritings or financings.

 
G.
DANZIG represents that DANZIG is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and that DANZIG is able to bear the economic risk associated with providing the Services for the Engagement Securities.  DANZIG recognizes that (a) SILA remains a development stage business with limited operating history and requires substantial funds to continue as a business concern; (b) DANZIG may not be able to liquidate the Engagement Securities; and (c) DANZIG could sustain the complete loss of any value in the Engagement Securities.

VIII.
TERM AND TERMINATION

 
A.
This Agreement shall be effective upon its execution and shall remain in effect for a period of six months unless otherwise terminated as provided in this Section VIII.

 
B.
At any time during the above-mentioned thirty day period, SILA or DANZIG shall have the right to terminate Danzig’s engagement hereunder by furnishing the other party with thirty (30) days advance written notice of such termination or such shorter advance notice as may be agreed-upon by SILA and Danzig.
 
 
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C.
Upon termination of this Agreement by SILA, DANZIG shall have the right:

 
1.
To receive reimbursement for billed, accrued and/or unbilled disbursements and expenses, which right the parties hereby agree and consent is absolute; and

 
2.
To keep all of the Engagement Securities or the monetary fee in full.

IX.
OTHER MATERIAL TERMS AND CONDITIONS:

 
A.
Indemnity. SILA agrees to indemnify DANZIG in accordance with Danzig's standard indemnification provisions (the “Indemnification Provisions”), attached to this Agreement as Exhibit “A” and incorporated herein and made a part hereof.

 
B.
Consequential Damages.   Except as expressly provided herein, DANZIG shall not, by reason of the termination of this Agreement or otherwise, be liable to SILA or its Affiliates for any special, incidental, consequential or punitive damages such as, but not limited to, expenditures, investments or commitments made in connection with the efforts by SILA to acquire another entity or sell all or a portion of its equity to another entity.

 
C.
Provisions.   Neither termination nor completion of this Agreement shall affect the Indemnification provisions that are incorporated herein, which shall remain operative and in full force and effect.

 
D.
Additional Instruments.   Each of the parties shall from time to time, at the request of others, execute, acknowledge and deliver to the other party any and all further instruments that may be reasonably required to give full effect and force to the provisions of this Agreement.

 
E.
Entire Agreement.   Each of the parties hereby covenants that this Agreement is intended to and does contain and embody herein all of the understandings and Agreements, both written or oral, of the parties hereby with respect to the subject matter of this Agreement, and that there exists no oral agreement or understanding expressed or implied liability, whereby the absolute, final and unconditional character and nature of this Agreement shall be in any way invalidated, empowered or affected.  There are no representations, warranties or covenants other than those set forth herein.
 
 
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F.
Mediation/Arbitration Agreement.    All disputes in any manner relating to or arising out of this Agreement which the parties cannot resolve themselves shall be resolved first through mediation, and second through arbitration before a single experienced arbitrator, under the Commercial Rules of Arbitration of the American Arbitration Association.  The location of the arbitration shall be determined by Danzig.  The decision or award of any arbitrator shall be binding upon the parties and shall be enforceable by judgment entered in a court having jurisdiction over the party against whom enforcement is sought.  In the event the arbitrator determines there is a prevailing party in the arbitration, the prevailing party shall recover from the losing party all costs of arbitration, including all fees of the arbitration association and the arbitrator and all reasonable attorneys’ fees incurred by the prevailing party.  Any arbitrator appointed under this Agreement shall have authority to order such equitable relief and such limited discovery as may be appropriate under the circumstances.

 
G.
Assignments.   The benefits of this Agreement shall inure to the respective successors and assigns of the parties hereto and of the indemnified parties hereunder and their successors and assigns and representatives, and the obligations and liabilities assumed in this Agreement by the parties hereto shall be binding upon their respective successors and assigns; provided that the rights and obligations of SILA under this Agreement may not be assigned or delegated without the prior written consent of DANZIG or any purported assignment without such consent shall be null and void.  Notwithstanding the foregoing,
 
 
H.
Originals.   This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed an original and constitute one and the same Agreement.  Facsimile copies with signatures shall be given the same legal effect as an original.

 
I.
Addresses of Parties.   Each party shall at all times keep the other informed of its principal place of business if different from that stated herein, and shall promptly notify the other of any change, giving the address of the new place of business or residence.

 
J.
Notices.   All notices that are required to be or may be sent pursuant to the provision of this Agreement shall be sent by certified mail, return receipt requested, or by overnight package delivery service to each of the parties at the address appearing herein, and shall count from the date of mailing or the validated air bill.
 
 
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K.
Modification and Waiver.   A modification or waiver of any of the provisions of this Agreement shall be effective only if made in writing and executed with the same formality as this Agreement.  The failure of any party to insist upon strict performance of any of the provisions of this Agreement shall not be construed as a waiver of any subsequent default of the same or similar nature or of any other nature.

 
 
 
 
 
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
 
 
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APPROVED AND AGREED this 25 th day of February, 2013.

 
GOLD AMERICAN MINING CORP.     DANZIG LTD.  
         
By: /s/ Mr. Brett Bertolami         
   
By: /s/ Elliott Foxcroft
 
Name: Mr. Brett Bertolami   
   
Name: Elliott Foxcroft
 
Title: President    
   
Title: President
 
 
 
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EXHIBIT A
INDEMNIFICATION PROVISIONS

GOLD AMERICAN MINING CORP ("SILA") agrees to indemnify and hold harmless DANZIG(“DANZIG”), its officers, employees and authorized agents (collectively, “DANZIG”) against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements (incurred in any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise), including without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing or defending any such action, suit, proceeding or investigation (whether or not in connection with any action in which DANZIG is a party), directly or indirectly, caused by, relating to, based upon, arising out of, or in connection with DANZIG's acting as a consultant for the SILA(other than those caused by, relating to, based upon, arising out of, or in connection with DANZIG's gross negligence or willful misconduct), under the Agreement dated February 25, 2013, between SILA and DANZIG to which these indemnification provisions are attached and form a part (the “Agreement”).

Such indemnification does not apply to acts performed by DANZIG, which are in criminal in nature or a violation of law. SILA also agrees that DANZIG shall not have any liability (whether direct or indirect, in contract or tort, or otherwise) to SILA, for, or in connection with, the engagement of DANZIG under the Agreement, except to the extent that any such liability resulted primarily and directly from DANZIG's gross negligence or willful misconduct.

These indemnification provisions shall be in addition to any liability which SILA may otherwise have to DANZIG or the persons indemnified below in this sentence and shall extend to the following:  DANZIG, its affiliated entities, partners, employees, legal counsel, agents and controlling persons (within the meaning of the federal securities laws), and the officers, directors, employees, legal counsel, agents, and controlling persons of any of them (collectively, the “DANZIG Parties”).  All references to DANZIG in these indemnification provisions shall be understood to include any and all of the foregoing.

If any action, suit, proceeding or investigation is commenced, as to which any of the DANZIG Parties propose indemnification under the Agreement, they shall notify SILA with reasonable promptness; provided however, that any failure by the party seeking indemnification to notify SILA shall not relieve SILA from its obligations hereunder.  The DANZIG Parties shall have the right to retain counsel of their own choice (which shall be reasonably acceptable to SILA) to represent them, and SILA shall pay fees, expenses and disbursements of such counsel; and such counsel shall, to the extent consistent with its professional responsibilities, cooperate with SILA and any counsel designated by SILA. SILA shall be liable for any settlement of any claim against the DANZIG Parties made with SILA's written consent, which consent shall not be unreasonably withheld. SILA shall not, without the prior written consent of the party seeking indemnification, which shall not be unreasonably withheld, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the claimant to the party seeking indemnification of an unconditional release from all liability in respect of such claim.
 
 
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In order to provide for just and equitable contribution, if a claim for indemnification pursuant to these indemnification provisions is made but it is found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that such indemnification may not be enforced in such case, even though the express provisions hereof provide for indemnification in such case, then SILA, on the one hand, and DANZIG, on the other hand, shall contribute to the losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements to which the indemnified persons may be subject in accordance with the relative benefits received by SILA, on the one hand, and DANZIG, on the other hand, and also the relative fault of SILA, on the one hand, and DANZIG, in the other hand, in connection with the statements, acts or omissions which resulted in such losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements and the relevant equitable considerations shall also be considered.  No person found liable for a fraudulent misrepresentation shall be entitled to contribution from any person who is not also found liable for such fraudulent misrepresentation.

Neither termination nor completion of the engagement of DANZIG referred to above shall effect these indemnification provisions which shall then remain operative and in full force and effect.
 
 
 
 
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EXHIBIT 10.8
 
CONSULTING SERVICES AGREEMENT
 
THIS SERVICES AGREEMENT (this “Agreement”), entered into this 25 th day of February, 2013, (the “Effective Date”), sets forth the arrangement between BKBK HOLDING LLC (hereinafter referred to as “Consultant”), and GOLD AMERICAN MINING CORP., a Nevada corporation, with its principal place of business at 5320 South 900 East, Suite 260, Murray, Utah 84107 (hereinafter referred to as “Company”), with respect to compensation to which Consultant may become entitled under the terms and conditions set forth in this Agreement.

W I T N E S S E T H:
 
WHEREAS, the purpose of this Agreement is to confirm the engagement of Consultant by Company for purposes of providing services more fully described below.
 
NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement, the parties agree as follows:
 
1.   Purpose; Services .  Consultant will undertake to provide services as more fully described in Schedule A (the “ Services ”).  Company desires to engage Consultant in connection with the Services.  In performing the Services, Consultant shall report to such person as may, from time to time, be designated by the Company’s chief executive officer.  Consultant shall not have any authority to execute contracts or make any commitments on behalf of the Company.  Consultant accepts the engagement provided in this Agreement and agrees to perform the Services in a professional manner, diligently, in good faith, in a manner consistent with the best interests of the Company.  Consultant shall not be required to devote his full time and attention to the Services. The Company recognizes that Consultant has other business activities to which he devotes a significant amount of his time.
 
Consultant shall preserve the confidentiality of confidential information designated as confidential by Company or that may assumed to be confidential.   Consultant understands that the Company is a publicly traded company trading on the OTCBB under the symbol SILA.  Consultant understands that it may come in possession of material non-public information.  Consultant agrees that it will protect such information and not buy or sell the Company’s securities when in possession of such information.   Consultant represents that it is an accredited investor as that term is defined by Regulation D as promulgated under the Securities Act of 1933, as amended (the “Act”), and all compensation in the form of securities of the Company issued to Consultant under Section 2 of this Agreement shall be issued under Section 4(2) of the Act and shall contain the appropriate restrictive legend under the Act.
 
2.   Compensation .  For providing the Services, Company shall pay and/or issue to Consultant the fees set forth on Schedule B .
 
3.  Independent Contractor Relationship .  This Agreement is intended to create an independent contractor relationship between Consultant and Company.
 
(a)  No Taxes Withheld from Compensation .   Company will not withhold any taxes from any compensation paid to Consultant according to this Agreement. It is acknowledged and agreed by the parties that Company has not, is not, and shall not be obligated to make, and that it is the sole responsibility of Consultant to make, in connection with compensation paid to Consultant according to this Agreement, all periodic filings and payments required to be made in connection with any withholding taxes, FICA taxes, Federal unemployment taxes, and any other federal, state or local taxes, payments or filings required to be paid, made or maintained.
 
 
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(b)  Consultant Controls Time and Effort .   It is agreed that Company is interested only in the ultimate results of Consultant’s activities pursuant to this Agreement, and that Consultant shall have exclusive control over the time and effort invested by Consultant pursuant to this Agreement, and the manner and means of Consultant’s performance under this Agreement.
 
(c)  Independence from Company.   The parties further agree that Consultant shall have no control or supervision over Company’s employees, officers, directors, representatives or affiliates.  Consultant will not represent that it is an employee of Company. Consultant shall at all times represent himself and be construed as independent of Company.  Consultant shall not, under any circumstances, be deemed to be a servant or employee of Company for any purpose, including for Federal tax purposes.  Consultant’s relationship to Company is that of an independent contractor, and nothing in this Agreement shall constitute this Agreement as a joint venture or partnership between Consultant and Company.  Consultant shall have no authority to bind Company or any of its employees, officers, directors, representatives or affiliates by any promise or representation, oral or otherwise, unless specifically authorized in a writing bearing an authorized signature of a Company officer, director or representative. All discussions and negotiations with any source for funding and/or financing shall be conducted by Company.
 
4.  Confidential Information .   Each party acknowledges that, pursuant to this Agreement, it may be given access to or may become acquainted with certain information, trade secrets or both, of the other party, including but not limited to, confidential information and trade secrets regarding computer programs, designs, skills, patents, pending patents, copyrights, procedures, methods, documentation, plans, drawings, schematics, facilities, customers, policies, marketing, pricing, customer lists and other information and know-how all relating to or useful to the disclosing party (collectively, the “Confidential Information") and the exclusive property of the disclosing party.
 
5.  Nondisclosure of Confidential Information .  During the term of this Agreement and for a period of one year thereafter, each party shall only disclose the Confidential Information in connection with its performance pursuant to this Agreement, subject to the terms and conditions of this Agreement, and otherwise, the non-disclosing party shall not in any manner, either directly or indirectly, divulge, disclose or communicate to any person or entity, any of the Confidential Information.  The Parties expressly agree that the Confidential Information affects the successful and effective conduct of the other party’s business and its good will, and that any breach of the terms of this Section by the non-disclosing party is a breach of this Agreement.  Consultant acknowledges that the Company files reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and the Company’s shares of common stock are traded in the Over the Counter Bulletin Board.  Consultant agrees that it will not engage in any transaction in the Company’s securities if Consultant is in possession of material non-public information.
 
6.  Exceptions to Nondisclosure .  Notwithstanding anything to the contrary contained in this Agreement, the non-disclosing party shall not be prohibited from disclosing to third parties, or using without the prior written consent of the disclosing party, information that (a) was, on the date of this Agreement, generally known to the public, (b) is as of the date of this Agreement known to the non-disclosing party, as evidenced by written records in the possession of non-disclosing party, (c) is subsequently disclosed to non-disclosing party by a third party who is in lawful possession of such information and is not under an obligation of confidence, (d) is disclosed by the disclosing party to third parties generally without restriction on use and disclosure, or (e) is required to be disclosed by law or a final order of a court or other governmental agency or authority of competent jurisdiction, provided, however, reasonable notice prior to any disclosure as required by applicable law or court process shall be given to the disclosing party which would allow Consultant sufficient time to attempt to obtain injunctive relief in respect to such disclosure.
 
 
2

 
 
7. Term, Termination of this Agreement and Return of Property .   The Term of this Agreement shall be for a period of one (1) year (the “ Term ”); provided, however, the Company may terminate upon providing Consultant with five (5) days written notice.   Further, the Company may extend the Term for six (6) month intervals by providing the Consultant written notice of its intent to extend the Term prior to the expiration of the Term.

8.  Representations and Warranties.     The Consultant represents that the Consultant is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and that the Consultant is able to bear the economic risk associated with providing the Services for the Shares.  The Consultant recognizes that (a) the Company remains a development stage business with limited operating history and requires substantial funds to continue as a business concern; (b) the Consultant may not be able to liquidate the Shares; and (c) the Consultant could sustain the complete loss of any value in the Shares.
 
The Consultant further understands that there is a limited public market for the Shares.  The Consultant understands that even if more significant public market develops for the Shares, Rule 144 (“Rule 144”) promulgated under the Securities Act requires for non-affiliates, among other conditions, a six month holding period prior to the resale of securities acquired in a non-public offering without having to satisfy the registration requirements under the Securities Act.  The Consultant understands that the Shares have not been registered under the Securities Act and the Consultant hereby acknowledges that the Company is under no obligation to register any of Shares under the Securities Act or any state securities or “blue sky” laws.
 
9.   Notice .  Any notice required under this Agreement shall be deemed duly delivered (and shall be deemed to have been duly received if so given), if personally delivered, sent by a reputable courier service, or mailed by registered or certified mail, postage prepaid, return receipt requested, addressed to the parties at the addresses set forth above or to such other address as any party may have furnished to the other in writing in accordance with this Section.
 
10.  Law and Jurisdiction .   The laws of the State of Utah apply to this Agreement, without deference to the principles of conflicts of law.  Both jurisdiction and venue for any litigation pursuant to this Agreement shall be proper in the courts of Utah.
 
11.  Severability .   If the law does not allow a provision of this Agreement to be enforced, such unenforceable provision shall be amended to become enforceable and reflect the intent of the parties, and the rest of the provisions of this Agreement shall remain in effect.
 
12.  Waiver .   The failure of any party, in any instance, to insist upon strict enforcement of the provisions of this Agreement shall not be construed to be a waiver or relinquishment of enforcement in the future, and the terms of this Agreement shall continue to remain in full force and effect.
 
 
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13.  Amendment .   This Agreement may only be amended or modified in a writing signed by both of the parties and referring to this Agreement.
 
14.   Entire Agreement .   This Agreement constitutes the entire agreement and final understanding of the parties with respect to the subject matter of this Agreement and supersedes and terminates all prior and/or contemporaneous understandings and/or discussions between the parties, whether written or verbal, express or implied, relating in any way to the subject matter of this Agreement.
 
15.  Execution in Counterparts .  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one in the same instrument.  Confirmation of execution by electronic transmission of a facsimile signature shall be binding on the confirming party.

 
SIGNING THIS AGREEMENT INDICATES ACCEPTANCE OF THE TERMS OF THIS AGREEMENT.
 
  GOLD AMERICAN MINING CORP.       
       
 
By:
/s/ Michael Ahlin       
    Name:Michael Ahlin  
    Title: CEO  
       
  BKBK HOLDING LLC  
       
 
By:
/s/ Brody Barns  
    Name: Brody Barns  
    Title: Manager  
 
 
 
4

 
 
Schedule A – Services

  
Assist the Company with the completion of its current projects.
 
 
 
 
 
 
 
 
 
 
 
 
 
5

 
 
Schedule B – Compensation

a.  
Company shall reimburse Consultant his actual costs of travel, meals, and lodging to the extent reasonable and necessarily incurred by Consultant in rendering services hereunder, which have been pre-approved by the Company in writing. Consultant shall submit a statement for any month in which out of pocket expenses are incurred showing the reimbursable expenses (including receipts and other backup as applicable) payable with respect to services rendered during such month.  Company shall, in accordance with its accounting procedures, remit to Consultant the appropriate amount.
 
b.   
The Company shall issue the Consultant 250,000 shares of common stock of the Company upon on the effective date of this Agreement.  T he Consultant represents that he is an accredited investor as such term is defined under Regulation D promulgated under the Securities Act of 1933, as amended.
 
 
 
 
 
 
6
 

 
 
EXHIBIT 10.9
 
CONSULTING SERVICES AGREEMENT
 
THIS SERVICES AGREEMENT (this “Agreement”), entered into this 25 th day of February, 2013, (the “Effective Date”), sets forth the arrangement between HIGHLAND VENTURES LLC (hereinafter referred to as “Consultant”), and GOLD AMERICAN MINING CORP., a Nevada corporation, with its principal place of business at 5320 South 900 East, Suite 260, Murray, Utah 84107 (hereinafter referred to as “Company”), with respect to compensation to which Consultant may become entitled under the terms and conditions set forth in this Agreement.
 
W I T N E S S E T H:
 
WHEREAS, the purpose of this Agreement is to confirm the engagement of Consultant by Company for purposes of providing services more fully described below.
 
NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement, the parties agree as follows:
 
1.   Purpose; Services .  Consultant will undertake to provide services as more fully described in Schedule A (the “ Services ”).  Company desires to engage Consultant in connection with the Services.  In performing the Services, Consultant shall report to such person as may, from time to time, be designated by the Company’s chief executive officer.  Consultant shall not have any authority to execute contracts or make any commitments on behalf of the Company.  Consultant accepts the engagement provided in this Agreement and agrees to perform the Services in a professional manner, diligently, in good faith, in a manner consistent with the best interests of the Company.  Consultant shall not be required to devote his full time and attention to the Services. The Company recognizes that Consultant has other business activities to which he devotes a significant amount of his time.
 
Consultant shall preserve the confidentiality of confidential information designated as confidential by Company or that may assumed to be confidential.   Consultant understands that the Company is a publicly traded company trading on the OTCBB under the symbol SILA.  Consultant understands that it may come in possession of material non-public information.  Consultant agrees that it will protect such information and not buy or sell the Company’s securities when in possession of such information.   Consultant represents that it is an accredited investor as that term is defined by Regulation D as promulgated under the Securities Act of 1933, as amended (the “Act”), and all compensation in the form of securities of the Company issued to Consultant under Section 2 of this Agreement shall be issued under Section 4(2) of the Act and shall contain the appropriate restrictive legend under the Act.
 
2.  Compensation .  For providing the Services, Company shall pay and/or issue to Consultant the fees set forth on Schedule B .
 
3.  Independent Contractor Relationship .  This Agreement is intended to create an independent contractor relationship between Consultant and Company.
 
(a)   No Taxes Withheld from Compensation .   Company will not withhold any taxes from any compensation paid to Consultant according to this Agreement. It is acknowledged and agreed by the parties that Company has not, is not, and shall not be obligated to make, and that it is the sole responsibility of Consultant to make, in connection with compensation paid to Consultant according to this Agreement, all periodic filings and payments required to be made in connection with any withholding taxes, FICA taxes, Federal unemployment taxes, and any other federal, state or local taxes, payments or filings required to be paid, made or maintained.
 
 
1

 
 
(b)  Consultant Controls Time and Effort .   It is agreed that Company is interested only in the ultimate results of Consultant’s activities pursuant to this Agreement, and that Consultant shall have exclusive control over the time and effort invested by Consultant pursuant to this Agreement, and the manner and means of Consultant’s performance under this Agreement.
 
(c)  Independence from Company.   The parties further agree that Consultant shall have no control or supervision over Company’s employees, officers, directors, representatives or affiliates.  Consultant will not represent that it is an employee of Company. Consultant shall at all times represent himself and be construed as independent of Company.  Consultant shall not, under any circumstances, be deemed to be a servant or employee of Company for any purpose, including for Federal tax purposes.  Consultant’s relationship to Company is that of an independent contractor, and nothing in this Agreement shall constitute this Agreement as a joint venture or partnership between Consultant and Company.  Consultant shall have no authority to bind Company or any of its employees, officers, directors, representatives or affiliates by any promise or representation, oral or otherwise, unless specifically authorized in a writing bearing an authorized signature of a Company officer, director or representative. All discussions and negotiations with any source for funding and/or financing shall be conducted by Company.
 
4.  Confidential Information .   Each party acknowledges that, pursuant to this Agreement, it may be given access to or may become acquainted with certain information, trade secrets or both, of the other party, including but not limited to, confidential information and trade secrets regarding computer programs, designs, skills, patents, pending patents, copyrights, procedures, methods, documentation, plans, drawings, schematics, facilities, customers, policies, marketing, pricing, customer lists and other information and know-how all relating to or useful to the disclosing party (collectively, the “Confidential Information") and the exclusive property of the disclosing party.
 
5.  Nondisclosure of Confidential Information .  During the term of this Agreement and for a period of one year thereafter, each party shall only disclose the Confidential Information in connection with its performance pursuant to this Agreement, subject to the terms and conditions of this Agreement, and otherwise, the non-disclosing party shall not in any manner, either directly or indirectly, divulge, disclose or communicate to any person or entity, any of the Confidential Information.  The Parties expressly agree that the Confidential Information affects the successful and effective conduct of the other party’s business and its good will, and that any breach of the terms of this Section by the non-disclosing party is a breach of this Agreement.  Consultant acknowledges that the Company files reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and the Company’s shares of common stock are traded in the Over the Counter Bulletin Board.  Consultant agrees that it will not engage in any transaction in the Company’s securities if Consultant is in possession of material non-public information.
 
 
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6.  Exceptions to Nondisclosure .  Notwithstanding anything to the contrary contained in this Agreement, the non-disclosing party shall not be prohibited from disclosing to third parties, or using without the prior written consent of the disclosing party, information that (a) was, on the date of this Agreement, generally known to the public, (b) is as of the date of this Agreement known to the non-disclosing party, as evidenced by written records in the possession of non-disclosing party, (c) is subsequently disclosed to non-disclosing party by a third party who is in lawful possession of such information and is not under an obligation of confidence, (d) is disclosed by the disclosing party to third parties generally without restriction on use and disclosure, or (e) is required to be disclosed by law or a final order of a court or other governmental agency or authority of competent jurisdiction, provided, however, reasonable notice prior to any disclosure as required by applicable law or court process shall be given to the disclosing party which would allow Consultant sufficient time to attempt to obtain injunctive relief in respect to such disclosure.
 
7.  Term, Termination of this Agreement and Return of Property . The Term of this Agreement shall be for a period of one (1) year (the “ Term ”); provided, however, the Company may terminate upon providing Consultant with five (5) days written notice.   Further, the Company may extend the Term for six (6) month intervals by providing the Consultant written notice of its intent to extend the Term prior to the expiration of the Term.
 
8.   Representations and Warranties.     The Consultant represents that the Consultant is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and that the Consultant is able to bear the economic risk associated with providing the Services for the Shares.  The Consultant recognizes that (a) the Company remains a development stage business with limited operating history and requires substantial funds to continue as a business concern; (b) the Consultant may not be able to liquidate the Shares; and (c) the Consultant could sustain the complete loss of any value in the Shares.
 
The Consultant further understands that there is a limited public market for the Shares.  The Consultant understands that even if more significant public market develops for the Shares, Rule 144 (“Rule 144”) promulgated under the Securities Act requires for non-affiliates, among other conditions, a six month holding period prior to the resale of securities acquired in a non-public offering without having to satisfy the registration requirements under the Securities Act.  The Consultant understands that the Shares have not been registered under the Securities Act and the Consultant hereby acknowledges that the Company is under no obligation to register any of Shares under the Securities Act or any state securities or “blue sky” laws.
 
9.  Notice .  Any notice required under this Agreement shall be deemed duly delivered (and shall be deemed to have been duly received if so given), if personally delivered, sent by a reputable courier service, or mailed by registered or certified mail, postage prepaid, return receipt requested, addressed to the parties at the addresses set forth above or to such other address as any party may have furnished to the other in writing in accordance with this Section.
 
10.  Law and Jurisdiction .   The laws of the State of Utah apply to this Agreement, without deference to the principles of conflicts of law.  Both jurisdiction and venue for any litigation pursuant to this Agreement shall be proper in the courts of Utah.
 
11.  Severability .   If the law does not allow a provision of this Agreement to be enforced, such unenforceable provision shall be amended to become enforceable and reflect the intent of the parties, and the rest of the provisions of this Agreement shall remain in effect.
 
12.  Waiver .   The failure of any party, in any instance, to insist upon strict enforcement of the provisions of this Agreement shall not be construed to be a waiver or relinquishment of enforcement in the future, and the terms of this Agreement shall continue to remain in full force and effect.
 
 
3

 
 
13.  Amendment .   This Agreement may only be amended or modified in a writing signed by both of the parties and referring to this Agreement.
 
14.  Entire Agreement .   This Agreement constitutes the entire agreement and final understanding of the parties with respect to the subject matter of this Agreement and supersedes and terminates all prior and/or contemporaneous understandings and/or discussions between the parties, whether written or verbal, express or implied, relating in any way to the subject matter of this Agreement.
 
15.  Execution in Counterparts .  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one in the same instrument.  Confirmation of execution by electronic transmission of a facsimile signature shall be binding on the confirming party.
 
SIGNING THIS AGREEMENT INDICATES ACCEPTANCE OF THE TERMS OF THIS AGREEMENT.
 
                                                                               
  GOLD AMERICAN MINING CORP.   
       
 
By:
/s/ Michael Ahlin            
    Name: Michael Ahlin  
    Title: CEO  
       
  HIGHLAND VENTURES LLC  
       
 
By:
/s/ Stan Lee Kimball  
    Name: Stan Lee Kimball  
    Title: Manager  
 

 
4

 
 
Schedule A – Services

  
Assist the Company with the completion of its current projects.
 
 
 
 
 
 
 
 
 
 
 
5

 
 
Schedule B – Compensation

a.  
Company shall reimburse Consultant his actual costs of travel, meals, and lodging to the extent reasonable and necessarily incurred by Consultant in rendering services hereunder, which have been pre-approved by the Company in writing. Consultant shall submit a statement for any month in which out of pocket expenses are incurred showing the reimbursable expenses (including receipts and other backup as applicable) payable with respect to services rendered during such month.  Company shall, in accordance with its accounting procedures, remit to Consultant the appropriate amount.
 
b.   
The Company shall issue the Consultant 250,000 shares of common stock of the Company upon on the effective date of this Agreement.  T he Consultant represents that he is an accredited investor as such term is defined under Regulation D promulgated under the Securities Act of 1933, as amended.
 

 
 
 
 
 
6
 

 
EXHIBIT 10.10
 
CONSULTING SERVICES AGREEMENT
 
THIS SERVICES AGREEMENT (this “Agreement”), entered into this 25 th day of February, 2013, (the “Effective Date”), sets forth the arrangement between MONTE CARLO LLC (hereinafter referred to as “Consultant”), and GOLD AMERICAN MINING CORP., a Nevada corporation, with its principal place of business at 5320 South 900 East, Suite 260, Murray, Utah 84107 (hereinafter referred to as “Company”), with respect to compensation to which Consultant may become entitled under the terms and conditions set forth in this Agreement.

W I T N E S S E T H:
 
WHEREAS, the purpose of this Agreement is to confirm the engagement of Consultant by Company for purposes of providing services more fully described below.
 
NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement, the parties agree as follows:
 
 
1.   Purpose; Services .  Consultant will undertake to provide services as more fully described in Schedule A (the “ Services ”).  Company desires to engage Consultant in connection with the Services.  In performing the Services, Consultant shall report to such person as may, from time to time, be designated by the Company’s chief executive officer.  Consultant shall not have any authority to execute contracts or make any commitments on behalf of the Company.  Consultant accepts the engagement provided in this Agreement and agrees to perform the Services in a professional manner, diligently, in good faith, in a manner consistent with the best interests of the Company.  Consultant shall not be required to devote his full time and attention to the Services. The Company recognizes that Consultant has other business activities to which he devotes a significant amount of his time.
 
Consultant shall preserve the confidentiality of confidential information designated as confidential by Company or that may assumed to be confidential.   Consultant understands that the Company is a publicly traded company trading on the OTCBB under the symbol SILA.  Consultant understands that it may come in possession of material non-public information.  Consultant agrees that it will protect such information and not buy or sell the Company’s securities when in possession of such information.   Consultant represents that it is an accredited investor as that term is defined by Regulation D as promulgated under the Securities Act of 1933, as amended (the “Act”), and all compensation in the form of securities of the Company issued to Consultant under Section 2 of this Agreement shall be issued under Section 4(2) of the Act and shall contain the appropriate restrictive legend under the Act.
 
2.   Compensation .  For providing the Services, Company shall pay and/or issue to Consultant the fees set forth on Schedule B .
 
3. Independent Contractor Relationship .  This Agreement is intended to create an independent contractor relationship between Consultant and Company.
 
(a)  No Taxes Withheld from Compensation .   Company will not withhold any taxes from any compensation paid to Consultant according to this Agreement. It is acknowledged and agreed by the parties that Company has not, is not, and shall not be obligated to make, and that it is the sole responsibility of Consultant to make, in connection with compensation paid to Consultant according to this Agreement, all periodic filings and payments required to be made in connection with any withholding taxes, FICA taxes, Federal unemployment taxes, and any other federal, state or local taxes, payments or filings required to be paid, made or maintained.
 
 
1

 
 
(b)  Consultant Controls Time and Effort .   It is agreed that Company is interested only in the ultimate results of Consultant’s activities pursuant to this Agreement, and that Consultant shall have exclusive control over the time and effort invested by Consultant pursuant to this Agreement, and the manner and means of Consultant’s performance under this Agreement.
 
(c)  Independence from Company.   The parties further agree that Consultant shall have no control or supervision over Company’s employees, officers, directors, representatives or affiliates.  Consultant will not represent that it is an employee of Company. Consultant shall at all times represent himself and be construed as independent of Company.  Consultant shall not, under any circumstances, be deemed to be a servant or employee of Company for any purpose, including for Federal tax purposes.  Consultant’s relationship to Company is that of an independent contractor, and nothing in this Agreement shall constitute this Agreement as a joint venture or partnership between Consultant and Company.  Consultant shall have no authority to bind Company or any of its employees, officers, directors, representatives or affiliates by any promise or representation, oral or otherwise, unless specifically authorized in a writing bearing an authorized signature of a Company officer, director or representative. All discussions and negotiations with any source for funding and/or financing shall be conducted by Company.
 
4.  Confidential Information .   Each party acknowledges that, pursuant to this Agreement, it may be given access to or may become acquainted with certain information, trade secrets or both, of the other party, including but not limited to, confidential information and trade secrets regarding computer programs, designs, skills, patents, pending patents, copyrights, procedures, methods, documentation, plans, drawings, schematics, facilities, customers, policies, marketing, pricing, customer lists and other information and know-how all relating to or useful to the disclosing party (collectively, the “Confidential Information") and the exclusive property of the disclosing party.
 
5.  Nondisclosure of Confidential Information .  During the term of this Agreement and for a period of one year thereafter, each party shall only disclose the Confidential Information in connection with its performance pursuant to this Agreement, subject to the terms and conditions of this Agreement, and otherwise, the non-disclosing party shall not in any manner, either directly or indirectly, divulge, disclose or communicate to any person or entity, any of the Confidential Information.  The Parties expressly agree that the Confidential Information affects the successful and effective conduct of the other party’s business and its good will, and that any breach of the terms of this Section by the non-disclosing party is a breach of this Agreement.  Consultant acknowledges that the Company files reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and the Company’s shares of common stock are traded in the Over the Counter Bulletin Board.  Consultant agrees that it will not engage in any transaction in the Company’s securities if Consultant is in possession of material non-public information.