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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:
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Anniversary
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Rental |
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First
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U.S. $ |
55,000.00 |
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Second
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U.S. $ |
75,000.00 |
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Third and thereafter
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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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