NEW MEXICO STATE LAND OFFICE MINING LEASE FOR GENERAL MINING?LEASE NO. HG-0059

Exhibit 10.13

NEW MEXICO STATE LAND OFFICE

MINING LEASE FOR GENERAL MINING—LEASE NO. HG-0059

        This Lease is made and entered into between the COMMISSIONER OF PUBLIC LANDS, ("Commissioner"), as Lessor, and

• Great Western Exploration, LLC
  2008 Meander Rd., Windsor, CO 80550

("Lessee"), and shall become effective upon the date executed by the Commissioner.

        The Lessee has duly filed an application for a mining lease for the purpose stated in this Lease, covering the lands described below which are under the jurisdiction of the Commissioner. The Lessee has tendered a bonus amount of $555 which includes the first year's annual rental and the further sum of $100.00 as application fee, and the Commissioner has accepted the application as submitted.

        The parties agree as follows:

The Commissioner does grant, demise and lease to Lessee for the sole and only purpose of exploring for, mining, removing, and processing of Beryllium as the principal mineral and minerals associated therewith on and from the following described lands, (the "Property"), situated in Socorro County, New Mexico:

The parties agree as follows:

1.

Inspection by Lessee:     Lessee is leasing the Property based on Lessee's own inspection of and judgment regarding the Property. Lessee agrees that the Commissioner is making no representations or warranties with regard to the Property.

2.

Term:

A.

Primary Term Of Mineral Lease:

i.

The Lease shall be for a primary term of three (3) years and so long thereafter as minerals are produced or mined in paying quantities from the Property.

ii.

Annual rent during the primary term shall be one dollar ($1.00) per acre, which amount shall be paid in advance each year.

B.

Secondary Term Of Mineral Lease:

i.

If minerals are not produced or mined in paying quantities during the primary term, then the Lessee may continue the Lease in full force and effect through a secondary term. The secondary term shall be two (2) years and so long thereafter as minerals are produced or mined in paying quantities from the Property.

ii.

Annual rent during the secondary term shall be ten dollars ($10.00) per acre, which amount shall be paid each year in advance.

C.

Tertiary Term Of Mineral Lease:

i.

If minerals are not produced or mined in paying quantities during the primary or secondary term, then the Lease may be continued into the tertiary term. The tertiary

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• • • term shall be five (5) years and so long thereafter as minerals are produced or mined in paying quantities from the Property.

    ii.

    Annual rent during the tertiary term shall be three dollars ($3.00) per acre, which amount shall be paid each year in advance.
    
    

  D.

  Quaternary Term Of Mineral Lease:
  
  

  i.

  If minerals are not produced or mined in paying quantities from the Property during the primary, secondary or tertiary term, then the Lease may be continued into the quaternary term. The quaternary term shall be five (5) years and so long thereafter as minerals are produced or mined in paying quantities from the Property.
  
  

  ii.

  Annual rent during the quaternary term shall be ten dollars ($10.00) per acre, which amount shall be paid each year in advance.

3.

Amount Of Royalty:     In addition to annual rentals, the Lessee shall pay royalty on all minerals mined and removed except special minerals. The royalty shall be no less than two percent (2%) of the gross returns, less the actual and reasonable transportation and smelting or reduction costs, up to fifty percent (50%) of the gross returns. Gross returns shall be based on the arm's-length sales price of the produced minerals and shall include, if applicable, all premiums, bonuses and other consideration of any kind received by the Lessee for the minerals produced from the Property. The Lessee shall calculate royalty for special minerals in exactly the same manner as for other minerals, except that the royalty percentage shall be no less than five percent (5%) of the gross returns. "Special minerals" means rare earth minerals, precious and semi-precious stones, uranium, thorium or any other minerals which have been or may hereafter be determined to be essential to the production of fissionable materials.

4.

Advance Royalty During Quaternary Term:     If minerals are not produced or mined in paying quantities during the primary, secondary or tertiary term, then the Lease may be continued into the quaternary term by the payment of advance royalties:

A.

In the eleventh year of the Lease, the Lessee shall pay, in addition to rent, ten dollars ($10) per acre as an advance royalty.

B.

In the twelfth year of the Lease, the Lessee shall pay, in addition to rent, twenty dollars ($20) per acre as an advance royalty.

C.

In the thirteenth year of the Lease, the Lessee shall pay, in addition to rent, thirty dollars ($30) per acre as an advance royalty.

D.

In the fourteenth year of the Lease, the Lessee shall pay, in addition to rent, forty dollars ($40) per acre as an advance royalty.

E.

In the fifteenth year of the Lease, the Lessee shall pay, in addition to rent, fifty dollars ($50) per acre as an advance royalty.

5.

Credit For Advance Royalties :     Upon the commencement of production of minerals in paying quantities, the principal sum paid as an advance royalty for the year in which such production commences, and the principal sums so paid for the two (2) previous years, shall be credited against the royalty otherwise payable to the Commissioner.

6.

Payment Of Royalty And Accounting:     The Lessee shall pay the correct amount of royalty to the Commissioner on the twentieth (20 ^th ) day of the month following the month of use, sale or other disposal of minerals. On the same day, the Lessee shall submit to the Commissioner a production and royalty statement, accounting for the production and royalty for the previous calendar month. Such statements shall be prepared upon forms prescribed and furnished by the Commissioner and in accordance with instructions accompanying the forms.

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7.

Reclamation Plan Required:     Notwithstanding the issuance of this mineral Lease, no mining activity shall be conducted on the Property except in accordance with a written reclamation plan approved by the Commissioner. Reclamation plans consist of the mining permit or other authorizations issued by the permitting agency and any supplemental requirements deemed necessary by the Commissioner to assure adequate protection and reclamation of Property. Upon approval by the Commissioner, the reclamation plan shall automatically be incorporated into this mineral Lease without the necessity of further agreement between the Lessee and the Commissioner. A violation of the reclamation plan shall constitute a violation of the mineral Lease.

8.

Obtaining Permit From The Permitting Agency:

A.

The Lessee shall apply for a permit from the permitting agency in accordance with the New Mexico Mining Act or other applicable laws, whichever applies. The Lessee shall submit copies of the permit application and all supporting documents to the Commissioner at the same time that these materials are submitted to the permitting agencies. The Lessee shall also promptly submit copies to the Commissioner of all correspondence, reports and other documents regarding the Lessee's permit applications.

B.

The Lessee's permit applications and supporting documents shall fully disclose the intended mining activity to the permitting agencies and the Commissioner. The Commissioner will review the Lessee's application and supporting documents and may participate in the permitting process at the discretion of the Commissioner.

C.

If the permitting agencies require the land management agency or landowner to approve a proposed permit prior to issuance, the Commissioner may withhold such approval if the Commissioner determines that a proposed mining activity is not in the best interest of the trust. At the written request of the Commissioner, the Lessee shall withdraw any such proposed mining activities from its permit application.

9.

Supplemental Requirements:

A.

After the Lessee obtains the necessary permits or other final authorization from the permitting agencies in accordance with 19.2.2.25 NMAC, the Lessee shall submit a complete and accurate copy of the permit or other authorization to the Commissioner. The Commissioner may review the permit or other authorization to determine whether to include any supplemental requirements in the reclamation plan.

B.

If the Commissioner determines that supplemental requirements are needed, the Commissioner may notify the Lessee of the specific areas of concern, and the Lessee shall thereafter propose supplemental requirements to address these concerns. The Commissioner may review the Lessee's proposal and may notify the Lessee of any deficiencies, which the Lessee shall address in a subsequent submittal. The process of submittal and review shall be repeated until the Commissioner approves the Lessee's proposed supplemental requirements.

10.

Issuance Of Reclamation Plan:     After the permitting agencies issue the mining permit or other authorizations and the Commissioner reviews the permit and approves any supplemental requirements, the Commissioner may prepare a reclamation plan. The reclamation plan may consist of the permits or other authorization issued by the permitting agencies, incorporated by reference, and any supplemental requirements imposed by the Commissioner. The Lessee shall sign and acknowledge the plan, in triplicate, and return all three originals to the Commissioner. The Commissioner may thereafter approve the reclamation plan by signing the plan, in triplicate, and returning one fully executed original to the Lessee.

11.

Strict Compliance With Reclamation Plan:     The Lessee shall conduct mining activity in strict compliance with an approved reclamation plan. The reclamation plan in effect at any given time

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• authorizes only such mining activity as is authorized under the permit or other authorization issued by the permitting agencies and expressly incorporated by reference into the plan.

12.

Additional Reclamation Plans:     The Lessee shall obtain an additional reclamation plan before conducting any mining activity that is not authorized under its existing reclamation plan. The Lessee shall obtain the additional reclamation plan to cover the new mining activity by following the procedure set out in 19.2.2.25 NMAC through 19.2.2.27 NMAC. The original and all additional reclamation plans approved by the Commissioner shall remain in full force and effect unless otherwise provided in the latest plan approved by the Commissioner. In the event of a direct conflict between the most current reclamation plan and any earlier plan, the most current plan shall govern.

13.

Survival Of Reclamation Plan Requirements:     The Lessee's obligation to reclaim the Property in accordance with the reclamation plan in effect at the time the mineral Lease is suspended, relinquished or otherwise terminated for any reason shall survive such suspension, relinquishment or termination and continue so long thereafter as Lessee's liability under the Mining Act or other applicable laws continues. In the event of such suspension, relinquishment or termination of the mineral Lease, the Commissioner may provide the Lessee with written authorization to enter the Property to carry out the reclamation plan.

14.

Mine Development Plan Required:     No minerals shall be produced except in substantial compliance with a written mine development plan approved by the Commissioner. The mine development plan shall provide for efficient and orderly development of mineral reserves and prevention of waste. The mine development plan shall be consistent with the Lessee's obligation to reclaim the Property. The requirements of the mine development plan shall, upon approval by the Commissioner, be incorporated automatically into the mineral Lease without the necessity of further agreement between the Lessee and the Commissioner. Failure to substantially comply with the mine development plan shall constitute a violation of the mineral Lease.

15.

Obtaining A Mine Development Plan:     The Lessee shall submit a proposed mine development plan to the Commissioner, who shall review the plan and thereafter notify the Lessee, in writing, of any deficiencies. The Lessee shall then submit a modified proposal addressing the deficiencies and any other issues raised by the Commissioner. This process of submittal and review shall be repeated until the Commissioner and Lessee reach agreement on the plan. Once agreement is reached, the Lessee shall sign and acknowledge the mine development plan, in triplicate, and return all originals to the Commissioner. The Commissioner shall thereafter approve the plan by signing all three originals and returning one original to the Lessee.

16.

Modification Of Mine Development Plan :     If the Lessee determines that it is no longer feasible or economically prudent to follow the approved mine development plan, the Lessee shall submit a proposed modification of the plan to the Commissioner, together with the reasons that modification is required. The Lessee shall seek the Commissioner's approval for the modification by following the procedure set out in 19.2.2.32 NMAC. The Lessee shall continue to comply with the existing mine development plan until the Commissioner approves the modification. The Commissioner may refuse to approve any modification that the Commissioner determines is not in the best interest of the trust.

17.

Restriction On Permanent Pits, Piles And Impoundments:     No permanent pit, pile, impoundment or any other permanent manmade feature or improvement shall be placed on the Property unless specifically approved by the Commissioner. The Commissioner may refuse to approve any such permanent feature or improvement that would prevent productive post-mining use of the affected land, as determined by the Commissioner, unless the Lessee fully compensates the trust for the loss of such land through purchase or other arrangement approved by the Commissioner.

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18.

No Processing Or Stockpiling Of Off-Lease Materials:     This Lease grants the Lessee the right to enter the Property for mining purposes, together with the right to use and occupy so much of the Property as may be necessary or convenient to carry out such mining purposes. The Lease does not authorize the Lessee