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MINERAL LEASE AGREEMENT

Oil or Gas Lease Agreement

MINERAL LEASE AGREEMENT | Document Parties: Article IV Company | Aurelio Resources, Inc | Bolsa Resources, Inc You are currently viewing:
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Article IV Company | Aurelio Resources, Inc | Bolsa Resources, Inc

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Title: MINERAL LEASE AGREEMENT
Governing Law: Arizona     Date: 8/14/2007

MINERAL LEASE AGREEMENT, Parties: article iv company , aurelio resources  inc , bolsa resources  inc
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EXHIBIT 10.16

MINERAL LEASE AGREEMENT WITH OPTION TO PURCHASE

Bolsa Resources, Inc.

and

Philip J. Sterling

Manuel R Hernandez

Fred Jenkins

Effective April 15, 2007

THIS MINERAL LEASE AGREEMENT WITH OPTION TO PURCHASE (“ Agreement ”) is made effective this 15 th day of April, 2007 between Philip J. Sterling, whose address is 6121 Rosetree Place NE, Albuquerque, New Mexico 87111, Manuel R. Hernandez, whose address is PO Box 61 (1066 Eastland Road) Pearce, Arizona 85625, and Fred Jenkins, whose address is 24323 Road S.6, Dolores, Colorado 81323 (collectively “ Lessor ”), and Bolsa Resources, Inc., an Arizona Corporation, whose address is 5554 S. Prince Street, Suite 200, Littleton, Colorado 80120(“ Company ”).

NOW THEREFORE , In consideration of Lessor’s receipt of the sum of U.S. Twenty Thousand Dollars ($20,000.00), and the payments, obligations, representations and agreements set forth below, the Parties agree as follows:

ARTICLE I. RIGHTS GRANTED . Lessor grants, demises, leases, lets, transfers and otherwise conveys to Company and its successors and assigns the interest in the real property described on Exhibit A (“ Premises ”), , free and clear of all liens and encumbrances, TOGETHER WITH (a) all ores, minerals, materials and mineral rights (including, but not limited to (i) all gold, silver, and platinum group metals( collectively “ Precious Metals ”); and (ii) all iron, copper, lead, and zinc (collectively “ Base Metals ”); and (iii) molybdenum, chalcopyrite, galena, sphalerite, bauxite, kaolin, and all other materials or substances of any nature whatsoever, excepting only oil, gas, and coal, found in natural deposits, whether similar or dissimilar in character to the foregoing) within the Premises (“ Mineral Substances ”), whether or not such Mineral Substances were given any commercial consideration by the Parties at the time of execution of this Agreement; (b) all options, contracts, easements, and rights-of-way reserved or, subsequent to the effective date of the Agreement, granted in or upon and pertaining to the Premises; (c) all dips, spurs and extralateral rights thereon or therefrom; (d) all dumps, severed ore, fixtures and improvements thereon; and, (e) all and singular, the tenements, hereditaments and appurtenances belonging to or in any way appertaining to the Premises, including (i) the right to sample, map, survey, or conduct any other exploration or investigatory activities; (ii) all water, geothermal water, and geothermal resource rights; (iii) the free, exclusive, unrestricted and uninterrupted rights of ingress and egress to use the Premises for all purposes reasonably incident to exploration for, mining of (by underground mining, surface mining, strip mining or any other surface or subsurface method, including any method later developed), and extracting, milling, stockpiling, storing, leaching (heap or in-situ), concentrating, processing or marketing of Mineral Substances from the Premises or from other properties; (iv) the right to place, construct, maintain, use and remove such structures, facilities, equipment, roadways, haulageways pumps, pipelines, electrical power lines, stockpiles, waste piles, heapleach pads, settling ponds, and other improvements as may be convenient for the full enjoyment of all the rights granted under this Article; (v) the right to mine and remove Mineral Substances by means of shafts, openings or pits which may be sunk or made upon adjoining or nearby properties and the right to stockpile Mineral Substances on the Premises or upon other properties; (vi) the right to commingle Mineral Substances from the Premises at any location with Mineral Substances from other properties; (vii) the right to temporarily or permanently deposit tailings slurry, waste rock, overburden, surface stripping, process solutions and all other materials on the Premises, whether such materials are from the Premises or from adjoining or nearby properties, even if such use is the sole use for the Premises; (viii) the right to divert streams, to remove lateral and subjacent supports,

 


and to use, cave, subside, or consume the surface of the Premises; (ix) the right to commit waste; and (x) the right to beneficiate, concentrate, process, or otherwise treat Mineral Substances at any location; (xi) the right to all geologic, drilling and related information concerning the Premises in the possession of Lessor, which Lessor shall provide Company upon the execution of this Agreement; (xii) for the period from the effective date of this Agreement until April 14, 2011, the sole, exclusive and irrevocable right to purchase all or any portion of the Premises (including all buildings, structures, and other improvements thereon) in the manner described in Article IV. (the “ Premises Option ”); and (xiii) for a period from the effective date of this Agreement and ending on April 14, 2008, the sole, exclusive and irrevocable options to (1) purchase the Gold Coin 55 unpatented mining claim (AMC 361095) (“the “ Gold Coin 55 Option ”), and to (2) purchase the Arizona State Mineral Exploration Permits (## 08-109131, 08-109132 and 08-109133) (the “ Prospecting Permits Option ”) also in the manner described in Article IV. Company shall further have the right to release to Lessor Ten Percent (10%) of the Premises each calendar year commencing in the year which is the later of 2008, or the year following completion by the Company of a minimum of three thousand (3,000) feet of drilling on the Premises, provided Company gives notice to Lessor of its election in the manner described in Article XII below, and provided that such notice is provide no later than January 1 of the relevant year. This Article shall be liberally construed in favor of Company and the ambiguities, if any, shall be construed and resolved in favor of Company.

ARTICLE II. AMENDMENT, RELOCATION AND PATENT OF CLAIMS . Company, in its sole discretion, shall have the right to amend or relocate as unpatented federal mining claims or unpatented federal millsites, in the name of Lessor, any unpatented federal mining claims which are subject to this Agreement. If Company undertakes any such activity, Company shall use its best efforts to complete the same in compliance with applicable statutes and regulations but shall not be liable to Lessor for any act (or failure to act) by it or any of its agents in connection with the amendment or relocation of claims so long as such act (or omission) does not arise from gross negligence nor is made in bad faith.

ARTICLE III. TERM . Unless sooner terminated as provided in this Agreement, the term of this Agreement shall be for a primary period commencing on the effective date of this Agreement and ending on April 14, 2011, and for so long thereafter as Company is conducting mining operations and/or reclamation on the Premises. However, the Parties do not intend that there shall be any violation of the Rule Against Perpetuities or any related rule, and agree to any appropriate court action taken to resolve any inadvertent violation. For purposes hereof, the term “ Mining Operations ” shall mean extraction and processing of sufficient minerals to result in products of merchantable form which are marketable at a profit by Company, in quantities larger than those required for the purposes of sampling, testing, analysis, or evaluation (“ Commercial Quantities ”). Commercial quantities shall be deemed to be produced unless and until such time, if any, following the expiration of the primary period, a period of 365 consecutive days elapses during which no production in commercial quantities occurs, excluding, however, periods of Force Majeure.

ARTICLE IV. PURCHASE PRICE AND CLOSING . If Company elects to exercise its options as described in Article I above it shall do so by giving notice to Lessor in the manner set forth in Article XII, with the date of closing specified in the notice. The purchase price for all of the Premises under the Premises Option shall be U.S. One Million Five Hundred Thousand Dollars ($1,500,000.00). .The purchase price for the Gold Coin 55 claim under the Gold Coin 55 Option shall be U.S. Twenty Five Thousand Dollars ($25,000.00). The purchase price for the Prospecting Permits under the Prospecting Permits Option shall be U.S. Seventy Five Thousand Dollars ($75,000.00). The purchase price under the Premises Option shall be credited with the Rental and Royalty payments made pursuant to Sections V.A. and B. not already credited against purchase obligations under the Gold Coin 55 and Prospecting Permits Options; Monies paid for exercise of the Gold Coin 55 and Prospecting Permits Option,; Expenditures by Company under the Lesser Interest provision of Section VII.,C; relating to the purchased Premises; Payments made by Company to remove liens and pay the other items discussed in Article X relating to the purchase Premises; and any Production Royalty payments made under the Article V.B. below. . The purchase price under Gold Coin 55 and/or Prospecting Permit Options shall be credited with the Rental and Royalty payments made pursuant to Sections V.A. and B.; Payments made by Company to remove liens and pay

 

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the other items discussed in Article X. Upon the purchase of all or any portion of the Premises in the aforesaid manner, all obligations of Company to Lessor shall cease, including the obligation to pay a production royalty as described in Article V.B. below concerning the purchased Premises.

Closing shall take place within thirty (30) days from the date of the notice of election. On or before the date of closing, Company shall deliver to Lessor the balance of the purchase price calculated pursuant to this Article IV in exchange for conveyance documents, in form acceptable to Company, conveying the Premises to Company. Such conveyance shall be made free and clear of any liens or encumbrances subject only to those matters set forth in Exhibit A and, with respect to unpatented mining claims, the paramount title of the United States. Lessor shall execute other documents and perform such other acts as Company may reasonably require to effect transfer of the Premises to Company, whether or not such acts occur at closing. Lessor shall bear the costs of any transfer or other taxes assessed due to the conveyance.

ARTICLE V. PAYMENTS TO LESSOR

A. Rental . The annual rental payment under this Agreement shall be as follows:

 

Anniversary

   Rental

First

   U.S. $ 55,000.00

Second

   U.S. $ 75,000.00

Third and thereafter

   U.S. $ 150,000.00

Annual payment shall be paid on or before the anniversary of the effective date of this Agreement for each year, with credits for any payments made pursuant to exercise of the Gold Coin 55 and Prospect Permits Options described above. The obligation of Company to make these rental payments shall cease upon the earlier of: (i) the commencement of Production Royalty payments pursuant to Section V.B; or (ii) termination of this Agreement under Article IX. Annual payments shall also be reduced on a pro-rata claim basis if Company elects to release portions of the Premises in accordance with Article I. above.

B. Production Royalty . Company shall pay to Lessor a Production Royalty of one percent (1%) of net smelter returns from the production from the Premises of any Base Metals, and two and one-half percent (2.5%) of net smelter returns from the production from the Premises of any Precious Metals. Net Smelter Returns will be determined in the manner prescribed in Exhibit B which is incorporated in this Agreement.

C. Method of Making Payments . Any payments required to be made by Company may be made in cash or by check and may be delivered in accordance with Article XII. “Lessor” is defined as including more than one individual, corporation or other entity, and payment shall be divided equally to the owners at the addresses in paragraph one of this agreement.

ARTICLE VI. WORK COMMITMENTS . Company agrees to fund certain work commitments and incur claim maintenance expenses sufficient to maintain any and all unpatented mining claims which comprise the Premises. Work commitments shall include, but not be limited to, all salaries and wages (and related benefits) of Company employees (permanent or temporary) engaged in and working for the benefit of Company on the Premises, costs of electric power and other fuels consumed in operations, costs of transportation of employees (permanent or temporary) and material necessary for operations, costs and expenses necessary for repair or replacement of property utilized for operations, payments to contractors (including legal and accounting fees) required for operations, cost of expenditures or contributions made by Company pursuant to assessments imposed by governmental authorities, insurance premiums for insurance required by this Agreement, title investigation and curative costs incurred in accordance with Article VII, costs of all taxes paid by Company in accordance with Article VIII below, and costs of all materials and supplies. Company shall submit to Lessor by October 30 of each year for which such work shall have been performed, accountings of all expenditures made by Company in compliance with its obligation to perform the above-referenced work commitments.

 

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ARTICLE VII. TITLE MATTERS

A. Representations and Warranties . Lessor covenants and warrants to Company, which covenants and warranties shall survive any expiration or termination of this Agreement, that Lessor is in lawful possession of the Premises as further set forth in Exhibit A, and according to the mining laws of the United States and the State of Arizona; that Lessor has the right and power to convey the same for the purposes of this Agreement; that the same are free from all prior liens or encumbrances, other than as may be described in Exhibit A, and, with respect to any unpatented federal mining claims, subject only to the paramount title of the United States; that Company shall have quiet and peaceable possession of the Premises; that Lessor will defend its title to the Premises against all persons who may claim the same; that Lessor has not committed, nor will Lessor in the future commit, any act or acts which will encumber or cause a lien to be placed against the Premises except subject and subordinate to the terms of this Agreement; that Lessor has received no notice of violation of any environmental law, regulation or permit; that Lessor has no knowledge of the occurrence of any violation of any environmental law, regulation or permit; and that Lessor has received no notice of claim or demand by any person relating to the Premises.

Lessor agrees to make available to Company all instruments of title, or other data relating to or containing information with respect to the status of ownership of the Premises. In addition, in the event of any dispute or legal proceeding between Lessor and third parties, with respect to title or ownership of the Premises, Company shall have the right at its sole discretion either to suspend the performance of its obligations under this Agreement until such dispute or legal proceeding has been settled, or, in the alternative, to make such payments due Lessor hereunder to an escrow agent to hold pending the resolution of the dispute.

B. Title Defects, Defense and Protection . At any time, at the request of Company, and at Company’s cost, Lessor shall cause a title search to be made covering all or any part of the Premises. Company shall be entitled to receive the abstracts and other evidences of title. If, (i) in the opinion of Company for any reason, Lessor’s title to all or any part of the Premises is defective or less than as represented in this Article VII; or (ii) Lessor’s title is contested or questioned by any person or entity, and Lessor is unable or unwilling to promptly correct the alleged defects, Company may, without obligation, attempt to perfect or defend Lessor’s title. In that event, Lessor shall execute all documents and shall take such other actions as are reasonably necessary to assist Company in its efforts to perfect or defend Lessor’s title, time being of the essence. If title is less than as represented in this Article VII, then the costs and expenses of perfecting or defending title shall be a credit against subsequent payments to be made to Lessor. Any improvement or perfection of title to the Premises shall inure to the benefit of Company in the same manner and to the same extent as if such improvement or perfection has been made prior to the execution of this Agreement.

C. Lesser Interest . If Lessor’s title to the Premises (or any portion thereof) is less than the interest as described in Exhibit A, Company shall have the right, without waiving any other rights it may have, to reduce all payments to be made to Lessor hereunder by the same proportion as the undivided right and title actually owned by Lessor bears to the entire undivided right and title to the Premises as described in Exhibit A. Any improvement in or enhancement of Lessor’s title to or inte


 
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