Exhibit 10.2
AMENDMENT NO. 2 TO MINERAL
LEASE
THIS AMENDMENT No. 2 to MINERAL
LEASE (“ Amendment No. 2 ”) is made
effective the 1st day of June, 2011 (“ Effective
Date ”) and entered into as of the Effective Date by
and between the TETLIN VILLAGE COUNCIL, a/k/a TETLIN TRIBAL COUNCIL
(“ Tetlin ”), an Alaska Native Village
corporation organized pursuant to the Alaska Native Claims
Settlement Act, 43 U.S.C. §§1601 – 1629 (“
ANCSA ”), whose address is P.O. Box 797 Tok, AK
99789, and CONTANGO ORE, INC., a Delaware corporation, as
successor-in-interest by assignment of JUNEAU EXPLORATION, LP,
d/b/a JUNEAU MINING COMPANY (“ Juneau ”),
and authorized to do business in Alaska and having its principal
place of business at 3700 Buffalo Speedway, Suite 960,
Houston, TX 99078 (“ CORE ”).
RECITALS
WHEREAS, Tetlin and CORE’s
predecessor, Juneau, entered into a Mineral Lease effective
July 15, 2008 (the “ Original Lease
”), for which a Memorandum of Mineral Lease was recorded on
September 19, 2008 in the records of the Fairbanks Recording
District: 401, State of Alaska, as document number
2008-019032-0;
WHEREAS, the Original Lease was
amended by Amendment No. 1 to Mineral Lease effective
October 1, 2009, for which a Memorandum of Amendment
No. 1 to Mineral Lease was recorded on December 29, 2009
in the records of Fairbanks Recording District, 401, State of
Alaska, as document number 2609-025744-0 (the Original Lease and
Amendment No. 1, collectively the “ Mineral
Lease ”);
WHEREAS, Tetlin and CORE desire to
amend the Mineral Lease as set forth herein;
NOW THEREFORE, in consideration of
the covenants contained herein, the parties agree as
follows:
1. The introductory paragraph of the
Mineral Lease is hereby deleted and the following paragraph
substituted therefor:
“THIS MINERAL LEASE is made
effective the 15th day of July, 2008 (“ Effective
Date ”) and entered into as of the Effective Date by
and between the TETLIN VILLAGE COUNCIL, a/k/a the TETLIN TRIBAL
COUNCIL (“ Tetlin ”), an Alaska Native
Village corporation organized pursuant to the Alaska Native Claims
Settlement Act, 43 U.S.C. §§1601 – 1629 (“
ANCSA ”) whose address is P.O. Box 797, Tok, AK
99789, and CONTANGO ORE, INC., a Delaware corporation, as
successor-in-interest by assignment of JUNEAU EXPLORATION, LP, a
Texas limited partnership, d/b/a JUNEAU MINING COMPANY (“
Juneau ”) and authorized to do business in
Alaska and having its
principal place of business at 3700
Buffalo Speedway, Suite 960, Houston, TX 77098 (“
CORE ”).”
2. Each reference to
“Juneau” in the Mineral Lease is hereby deleted and the
reference “CORE” substituted therefor.
3. Section 3.2(b) of the
Mineral Lease is hereby deleted and the following substituted
therefor:
“(b) Advance Minimum
Royalty . On each Anniversary Date after the Effective Date of
this Mineral Lease, while this Mineral Lease remains in effect,
CORE shall disburse to Tetlin as “ Advance Minimum
Royalty ”:
(i) $50,000 on each anniversary of
Effective Date prior to July 15, 2012 while this Mineral Lease
remains in effect;
(ii) $75,000 on July 15, 2012
while this Mineral Lease remains in effect; and
(iii) $75,000 on each anniversary of
the Effective Date after July 15, 2012 plus an escalation
adjustment equal to $75,000 x the CPI percentage increase (as
published by the U.S. Bureau of Labor Statistics) during the period
from January 1, 2012 to the immediately preceding
January 1 prior to the date of disbursement, while this
Mineral Lease remains in effect.
Each such payment of Advance Minimum
Royalty shall be deemed a payment toward production royalties from
the Subject Property. The obligation to make such annual Advance
Minimum Royalty payments under thi
