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 This Royalty Agreement involves

ROYAL GOLD INC | Atna Resources Ltd | Equity Engineering Ltd | EXPATRIATE RESOURCES LTD | Yukort Zinc Corporation

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Title: NET SMELTER RETURN ROYALTY AGREEMENT
Date: 8/18/2011
Industry: Gold and Silver     Sector: Basic Materials

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Exhibit 10.53

 

NET SMELTER RETURN ROYALTY AGREEMENT

 

THIS AGREEMENT made as of the 16th day of June, 2004.

 

BETWEEN:

 

EXPATRIATE RESOURCES LTD., having an office at Suite 701,

475 Howe Street, Vancouver, British Columbia, V6C 2B3

 

(“Expatriate”)

 

OF THE FIRST PART

 

AND:

 

ATNA RESOURCES LTD., having an office at Suite 510, 510 Burrard

Street, Vancouver, British Columbia, V6C 3A8

 

(“Atna”)

 

OF THE SECOND PART

 

WHEREAS:

 

(A)                                                                             Atna and Expatriate entered an Asset Sale Agreement made as of May 31, 2004 (the “Sale Agreement” );

 

(B)                                                                               Pursuant to the Sale Agreement Expatriate is to grant to Atna a net smelter return interest in and to production of silver and gold from the Mineral Properties described in the Sale Agreement, which properties are more particularly described in Schedule 1 hereto;

 

(C)                                                                               The Sale Agreement provides for the execution of a net smelter return royalty agreement.

 

NOW THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of the completion of the transactions contemplated by the Sale Agreement, the mutual and covenants in this Agreement and the Sale Agreement and other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each of the parties), the parties agree as follows:

 

1.                                                                                      Each capitalized term used in this Agreement which is not defined herein will have the meanings ascribed thereto in the Sale Agreement.

 

2.                                                                                      Atna reserves and Expatriate hereby grants to Atna a royalty (the “Royalty” ) in perpetuity equal to a percentage of Net Smelter Returns (as hereinafter defined) for each Payment Period, as defined below, as follows:

 

(a)                                   4.0% of Net Smelter Returns when the price received in the Payment Period by Expatriate pursuant to all of its marketing or sales agreements for silver is from U.S. S5.00 to $7.50 per ounce; and

 



 

(b)                                  10% of Net Smelter Returns when the price received in the Payment Period by Expatriate pursuant to any of its marketing or sales agreements for silver is greater than U.S. $7.50 per ounce.

 

No Royalty is payable for a Payment Period if the price received in the Payment Period by Expatriate pursuant to all of its marketing or sales agreements for silver is less than U.S. $5.00 per ounce. If Expatriate is selling silver ores or concentrates or silver in any form other than refined silver, for the purposes of this section 1 it shall be deemed to receive the price for the silver contained in the ore or concentrate or other product that it is being credited with for the purpose of calculating the sale proceeds payable to it by the purchaser.

 

3.                                                                                      “Net Smelter Returns” will mean the net proceeds from silver and gold, whether as a refined metal, ore, concentrate, dore or any other form (the “Precious Metals”) produced from the Mineral Properties or from tailings or waste from the Mineral Properties. It will be based on the revenue earned by Expatriate from the sale to any mint, smelter, refinery or other purchaser of Precious Metals or proceeds received from an insurer in respect of Precious Metals contained in any ores and/or concentrates from the Mineral Properties, after deducting from such proceeds the following charges to the extent that they were not deducted by the purchaser in computing payments:

 

(a)                                  smelting and refining charges;

 

(b)                                 penalties, smelter assay costs and umpire assay costs;

 

(c)                                  cost of freight and handling of ores, metals or concentrates from the Mineral Properties to any mint, smelter, refinery, or other purchaser if not sold f.o.b. the mine;

 

(d)                                 marketing costs, not to exceed 2% of the net proceeds from silver and gold less the aggregate of the costs under subsections 3(a), 3(b), 3(c), 3(e) and 3(f);

 

(e)                                  costs of insurance in respect of the transportation of the Precious Metals to the smelter or other processing facility; and

 

(f)                                    customs duties, severance tax, prior existing royalties as described in Schedule 2 hereto, Ad valorem or mineral taxes or the like and export and import taxes or tariffs payable in respect of Precious Metals but not income taxes.

 

4.                                                                                      The Royalty will be calculated and paid on a quarterly basis (each quarter being a “Payment Period” ) within 45 days after the end of each calendar quarter in respect of Net Smelter Returns earned during the quarter.

 

5.                                                                                      The Royalty will be payable as follows:

 

(a)                                    each payment of Royalty will be accompanied by an unaudited statement indicating the calculation of the Royalty in reasonable detail, and Atna will receive, on or before March 31 of each calendar year, a summary statement ( “Yearly Statement” ) of the calculation of the Royalty for the last completed calendar year that has been audited by a firm of chartered accountants in Canada, together with copies of such production information as will be required to adequately document the calculation of the Royalty;

 

2



 

(b)                                  Atna will have 45 days from the time of receipt of the Yearly Statement to question the accuracy thereof in writing and, failing such objection, the Yearly Statement will be deemed to be correct and unimpeachable thereafter;

 

(c)                                   if the Yearly Statement is questioned by Atna, and if such questions cannot be resolved between Atna and Expatriate, Atna will have 180 days from the time of receipt of the Yearly Statement to have such audited by an accounting firm of its choice, initially at its expense;

 

(d)                                  the audited results obtained under subsection 5(c) will be final and determinative of the calculation of the Royalty for the audited period and will be binding on the parties and any overpayment of Royalty will be deducted from future payments of Royalty and any underpayment of Royalty will be paid by Expatriate forthwith;

 

(e)                                   the costs of the audit under subsection 5(c) will be borne by Atna if the Annual Statement overstated the Royalty or understated the Royalty payable by not more than 1% and will be borne by Expatriate if such statement understated the Royalty payable by greater than 1%. If Expatriate is obligated to pay for the audit, it will forthwith reimburse Atna for the audit costs which it has paid; and

 

(f)                                     Atna will be entitled, on reasonable written notice and during normal business hours, to examine such books and records as are reasonably necessary to verify the payment of the Royalty to it from time to time, provided however, that such examination will not unreasonably interfere with or hinder Expatriate’s operations or procedures and further provided that Expatriate will not be obligated to disclose any proprietary methods or processes. Expatriate will have the right to make access to its books and records conditional on execution by the examining party of a written agreement providing that all information received will be held in confidence and used solely for the purposes of verification of the payment of the Royalty.

 

6.                                                                                      Expatriate will dispose of Precious Metals only by way of sale to arm’s length parties on commercially reasonable terms and at the best prices attainable. Any smelting, refining or further processing of Precious Metals shall be by an arm’s length third party on commercially reasonable terms.

 

7.                                                                                      The Royalty creates a direct real property interest in the Mineral Properties and the Precious Metals in favour of Atna, provided such interest shall be satisfied in respect of any particular Precious Metals by the payment to Atna of the Royalty in respect thereof. The Royalty shall continue in perpetuity, it being the intent of the parties hereto that the Royalty will constitute a covenant running with the Mineral Properties and the Precious Metals and all successions thereof. If any right, power or interest of either party pertaining to the Royalty would violate the rule against perpetuities, then such right, power or interest will terminate at the expiration of 20 years after the death of the last survivor of all the lineal descendants of Her Majesty, Queen Elizabeth II of England, living on the date of this Agreement. Atna will have the right from time to time to register or record notice of the Royalty against title to the Mineral Properties or elsewhere, and Expatriate will cooperate with all such registrations and recordings and provide its written consent or signature to any documents and do such other things from time to time as are necessary or desirable to effect all such registrations or recordings or otherwise to protect the interests of Atna hereunder.

 

8.                                                                                      The right to receive a percentage of Net Smelter Returns as and when due will not be deemed to constitute Atna the partner, agent or legal representative of Expatriate.

 

9.                                                                                      Expatriate will be entitled to:

 

3



 

(a)                                  make all operational decisions with respect to the methods and extent of mining and processing of ore, concentrate, metal and products produced from the Mineral Properties acting reasonably and in accordance with good mining and engineering practices; and

 

(b)                                 make all decisions concerning temporary or long-term cessation of operations.

 

10.                                                                                 Commingling of ores in the processing facilities constructed for ores from the Mineral Properties will be permitted and all ores treated in such facilities will be considered to be metallurgically similar as to recovery of metals, treatment charges and penalties charged by the refiner. Where there is commingling, the Royalty will be based solely on tonnage and grade of ores sent to the processing facilities from the Mineral Properties. Before commingling, Expatriate will ensure that the Precious Metals from the Mineral Properties and ores from other properties are measured and sampled in accordance with sound practices for metal content and grade and other appropriate parameters and the portion of total smelter payments that is attributable to Net Smelter Returns hereunder will be determined on a pro rata basis with reference to such metal content and grade.

 

11.                                                                                 For the purposes of determining Net Smelter Returns, all receipts and disbursements in a currency other than Canadian will be converted into Canadian currency on the day of receipt or disbursement, as the case may be using the noon Bank of Canada rate.

 

12.                                                                                 Expatriate may, but will not be under any duty to, engage in price protection (hedging) or speculative transactions such as futures contracts and commodity options in its sole discretion covering all or part of production from the Mineral Properties and, except in the case where Precious Metals are actually delivered and a sale is actually consumed under such price protection or speculative transactions, none of the revenues, costs, profits or losses from such transactions will be taken into account in calculating Net Smelter Returns or any interest therein.

 

13.                                                                                 In addition to Atna’s right to inspect records under subsection 5(f), upon not less than five days’ written notice to Expatriate, Atna, or its authorized agents or representatives, may, under the direction and control of Expatriate, enter in and upon the mine and all surface and subsurface portions of the Mineral Properties for the purpose of inspecting same, all operations thereon, and all production records and data pertaining to all production activities and operations on or with respect thereto, including without limitation, records and data that are electronically maintained.

 

14.                                                                                 Subject to any limitations caused by concentrate or other product sales agreements entered into by Expatriate, Atna may elect, upon written notice to Expatriate given 60 days prior to the commencement of any Payment Period, to receive its Royalty in-kind by having deposited in an account or accounts opened by Expatriate for Atna an amount of refined Precious Metals which is equivalent to the cash value of the Royalty payable, taking into account the deductions described in section 3. In determining the amount of refined Precious Metals to be deposited to any such account and the amount of the deductions under section 3 applicable in the case of any deposit, Expatriate shall value gold and silver using the London final gold fixing and the Handy and Harman Silver Price, in United States dollars, both as published by Metals Week, a publication of McGraw, Hill of New York, or such other recognized source of metal price quotations as may be agreed by Expatriate and Atna, as quoted on the Business Day preceding the date of each deposit.

 

15.                                                                                 Expatriate will indemnify and save Atna and its parent and affiliated companies harmless from any loss, cost or liability including, without limitation, reasonable legal fees arising from a claim against Atna in respect of any failure by Expatriate to at all times comply with all applicable present or future federal, provincial, territorial and local laws, statutes, rules, regulations, permits, ordinances, certificates, licences and other regulatory requirements, policies and guidelines relating to Expatriate or

 

4



 

the Mineral Properties or operations thereon; provided, however, Expatriate will have the right to contest any of the same if such contest does not jeopardize the Mineral Properties or Atna’s rights thereto or under this Agreement.

 

16.                                                                                 Expatriate will indemnify and save Atna harmless from any loss, cost or liability (including, without limitation, reasonably legal fees) arising from a claim against Atna in respect of:

 

(a)                                  any failure by Expatriate to timely and fully perform all abandonment, restoration, remediation and reclamation required by all governmental authorities pertaining or related to the operations or activities of Expatriate on or with respect to the Mineral Properties;

 

(b)                                 Expatriate causing, suffering, or permitting any condition or activity at, on or in the vicinity of the Mineral Properties which constitutes a nuisance; or

 

(c)                                  any failure by Expatriate which results in a violation of or liability under any present or future applicable federal, territorial, provincial or local environmental laws, statutes, rules, regulations, permits, ordinances, certificates, licences and other regulatory requirements, policies or guidelines.

 

17.                                                                                 Expatriate will purchase or otherwise arrange at its own expense and will keep in force at all times insurance (including, without limitation, comprehensive general public liability insurance) against claims for bodily injury or death or property damage arising out of or resulting from activities or operations on or with respect to the Mineral Properties and in respect of loss, theft or destruction of Precious Metals, in such amounts as will, in Expatriate’s reasonable opinion, adequately protect Expatriate, Atna, the Royalty, the Mineral Properties and the operations thereon from any and all claims, liabilities and damages which may arise and as will adequately protect Expatriate and Atna from loss, theft and destruction of Precious Metals.

 

18.                                                                                 Any payments not made when due hereunder will bear interest at an annual rate equal to the Prime Rate plus 1% calculated and compounded monthly from the due date to the date of payment. For the purposes hereof “Prime Rate” means at any particular time the annual rate of interest announced from time to time by the Canadian Imperial Bank of Commerce, main branch, Vancouver, British Columbia as a reference rate then in effect for determining floating rates of interest on Canadian dollar loans made in Canada.

 

19.                                                                                 This Agreement will be construed and governed by the laws enforced in the Province of British Columbia and the courts of such province will have exclusive jurisdiction to hear and determine all disputes arising hereunder. This section 19 will not be construed to affect the rights of a party to enforce a judgment or award outside of British Columbia, including the right to record or enforce a judgment or award in the jurisdiction in which any of the property the subject hereof is situated.

 

20.                                                                                 Each of the parties hereby covenants and agrees that at any time and from time to time, upon the request of the other party it will, 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 required for the better carrying out and performance of all of the terms of this Agreement.

 

21.                                                                                 Any notice required or permitted to be given or delivery required to be made to any party may be effectively given or delivered if it is delivered personally or by facsimile transmission to

 

5



 

(a)

In the case of Atna,

 

 

 

#510-510 Burrard Street

 

Vancouver, British Columbia

 

V6C 3A8

 

 

 

Attention: David Watkins

 

Fax: (604) 684-8887

 

 

(b)

in the case of Expatriate,

 

Suite 701

 

 

 

475 Howe Street

 

Vancouver, British Columbia

 

V6C 2B3

 

 

 

Attention: Harlan Meade

 

Fax: (604) 682-5404

 

or to such other address as the party entitled to or receiving such notice may notify the other party as provided for herein.

 

A notice will be deemed to have been received by the addressee on the first Business Day occurring after the date of delivery or transmission provided that such is a Business Day, and if not, on the second Business Day occurring after the date of delivery or transmission.

 

22.                                                                                This Agreement will be binding upon and enure to the benefit of the parties hereto and their respective successors and assigns. Nothing herein express or implied is intended to confer upon any person, other than the parties hereto and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

 

23.                                                                                This Agreement may be executed in any number of counterparts with the same effect as if all parties to this Agreement had signed the same document and all counterparts will be construed together and will constitute one and the same instrument.

 

24.                                                                                This Agreement together with the Sale Agreement constitutes the entire agreement between the parties and supersedes all prior letters of intent, agreements, representations, warranties, statements, promises, information, arrangements and understandings, whether oral or written, express or implied with respect to the subject matter of this Agreement.

 

6



 

25.                                                                               No modification or amendment to this Agreement may be made unless agreed to by the parties hereto in writing.

 

IN WITNESS WHEREOF the parties hereto have duly executed this Agreement on the date first above written.

 

EXPATRIATE RESOURCES LTD.

 

 

 

 

 

By:

/s/ [ILLEGIBLE]

 

 

 

 

 

ATNA RESOURCES LTD.

 

 

 

 

 

By:

/s/ [ILLEGIBLE]

 

 

 

7


 

SCHEDULE 1

 

MINERAL PROPERTIES

 



 

05 May 2004

 

EXPATRIATE RESOURCES LTD.

#701 - 475 Howe Street

Vancouver                                       BC  Canada

V6C-2B3

 

Dear Sir/Madam:

 

We are able to confirm the status of the following claim(s):

 

Claim Name and Nbr.

 

Grant No.

 

Expiry Date

 

Registered Owner

 

% Owned

 

NTS#’s

 

ARCH 1 - 2

 

YB89663 - YB89664

 

2010/03/07

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

F

ARCH 3 - 4

 

YB89665 - YB89666

 

2010/03/07

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

 

ARCH 5 - 6

 

YB89667 - YB89668

 

2010/03/07

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

F

ARCH 7 - 8

 

YB89669 - YB89670

 

2010/03/07

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

 

ARCH 9 -10

 

YB89671 - YB89672

 

2010/03/07

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

P

CAP 1

 

YB87468

 

2006/03/07

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

F

FOOT I - 10

 

YB45954 - YB45963

 

2015/03/31

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

 

FOOT 11 - 12

 

YB51608 - YB51609

 

2016/03/31

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

 

FOOT 13 - 20

 

YB45966 - YB45973

 

2015/03/31

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

 

FOOT 23 - 36

 

YB51534 - YB51547

 

2010/03/31

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

 

FOOT 37 - 70

 

YB51548 - YB51581

 

2016/03/31

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

 

FOOT 71 - 80

 

YB51582 - YB51591

 

2012/03/31

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

 

FOOT 83 - 86

 

YB51592 - YB51595

 

2016/03/31

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

 

FOOT 87 - 94

 

YB51596 - YB51603

 

2012/03/31

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

 

FOOT 95 - 148

 

YB58651 - YB58704

 

2010/03/31

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

 

FOOT 149 -170

 

YB58705 - YB58726

 

2006/03/31

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08, 105G09

 

FOOT 171 - 174

 

YB58727 - YB58730

 

2010/03/31

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

 

FOOT 180

 

YB59982

 

2010/03/31

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

 

FOOT 181 - 188

 

YB59983 - YB59990

 

2012/03/31

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

 

FOOT 189 - 214

 

YB59991 - YB60016

 

2006/03/31

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

 

FOOT215 - 216

 

YB87460 - YB87461

 

2010/03/31

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

F

FOOT 217 - 222

 

YB60946 - YB60951

 

2012/03/31

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

F

FOOT 223 - 226

 

YB60952 - YB60955

 

2013/03/31

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

F

FOOT 227 - 231

 

YB60956 - YB60960

 

2012/03/31

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

F

FOOT 233 - 308

 

YB61006 - YB61081

 

2010/03/07

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

 

FOOT 309 - 332

 

YB61082 - YB61105

 

2006/03/07

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08, 105G09

 

FOOT 333 - 358

 

YB61106 - YB61131

 

2010/03/07

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

 

FOOT 359 - 382

 

YB61132 - YB61155

 

2006/03/07

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08, 105G09

 

 

Total claims selected : 677

 

Left column indicator legend:

 

Right column indicator legend:

 

 

 

 

 

 

 

R - Indicates the claim is on one or more pending renewal(s).

 

L- Indicates the Quartz Lease.

 

D - Indicates Placer Discovery

P - Indicates the claim is pending.

 

F - Indicates Full Quartz fraction (25+ acres)

 

C - Indicates Placer Codiscovery

 

 

P - Indicates Partial Quartz fraction (<25 acres)

 

B - Indicates Placer Fraction

 

1



 

05 May 2004

 

EXPATRIATE RESOURCES LTD.

#701 - 475 Howe Street

Vancouver                                       BC  Canada

V6C-2B3

 

Claim Name and Nbr.

 

Grant No.

 

Expiry Date

 

Registered Owner

 

% Owned

 

NTS#’s

 

FOOT 383 - 390

 

YB61156 - YB61163

 

2010/03/07

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

 

FOOT 391 - 468

 

YB61164 - YB61241

 

2006/03/07

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08, 105G09

 

FOOT 549 - 550

 

YB61314 - YB61315

 

2010/03/07

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

F

FOOT 575

 

YB61756

 

2010/03/07

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

 

FOOT 579 - 581

 

YB61760 - YB61762

 

2010/03/07

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

 

FOOT 582 - 584

 

YB61763 - YB61765

 

2010/03/20

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

 

FOOT 585 - 586

 

YB61766 - YB61767

 

2010/03/07

 

EXPATRIATE.RESOURCES LTD.

 

100.00

 

105G08

 

FOOT 605 - 607

 

YB70737 - YB70739

 

2010/03/07

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

 

FOOT A 11 - 12

 

YB71274 - YB71275

 

2010/03/07

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

P

FOOT FRA 603

 

YB70735

 

2010/03/07

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

 

FYD 67 - 83

 

YB62248 - YB62264

 

2005/03/21

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G09

 

JILL 1 - 12

 

YB86778 - YB86789

 

2007/02/07

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G09

 

JILL 13 - 18

 

YB86790 - YB86795

 

2007/02/07

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G09

F

JILL 19 - 22

 

YB86796 - YB86799

 

2007/02/07

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G09

 

JILL 23 - 24

 

YB86800 - YB86801

 

2007/02/07

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

F

JILL 25 - 28

 

YB87470 - YB87473

 

2006/02/07

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G09,

F

JILL 29 - 32

 

YB87474 - YB87477

 

2006/02/07

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08 105G08

 

JILL 36

 

YB87481

 

2006/02/07

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G09

 

JILL 37 - 38

 

YB87482 - YB87483

 

2006/02/07

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G09

F

JILL 39

 

YB87484

 

2006/02/07

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G09

 

JILL 40 - 41

 

YB87485 - YB87486

 

2006/02/07

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G09

F

KINK 3

 

YA69009

 

2018/03/31

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

 

KNOT I - 4

 

YB89415 - YB89418

 

2005/04/06

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G09

P

KNOT 5 - 6

 

YB89419 - YB89420

 

2005/04/06

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G09

F

LIN1

 

YB87469

 

2006/03/07

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

F

PAK 1 - 20

 

YB45974 - YB45993

 

2007/12/31

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G07

 

PAK 21 - 36

 

YB51516 - YB51531

 

2006/12/31

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G07

 

PAK 37 - 60

 

YB58617 - YB58640

 

2006/12/31

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G07

 

PAK 63 - 64

 

YB58643 - YB58644

 

2006/12/31

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G07

 

 

Total claims selected : 677

 

Left column indicator legend:

 

Right column indicator legend:

 

 

R - Indicates the claim is on one or more pending renewal(s).

 

L- indicates the Quartz Lease.

 

D - Indicates Placer Discovery

P - Indicates the claim is pending.

 

F - Indicates Full Quartz fraction (25+ acres)

 

C - Indicates Placer Codiscovery

 

 

P - Indicates Partial Quartz fraction (<25 acres)

 

B - Indicates Placer Fraction

 

2



 

05 May 2004

 

EXPATRIATE RESOURCES LTD.

#701 - 475 Howe Street

Vancouver                                       BC  Canada

V6C-2B3

 

Claim Name and Nbr.

 

Grant No.

 

Expiry Date

 

Registered Owner

 

% Owned

 

NTS#’s

 

PAK 67 - 70

 

YB58647 - YB58650

 

2006/12/31

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G07

 

ROPE 75 - 78

 

YB69160 - YB69163

 

2005/04/06

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G09

 

ROPE 97 -100

 

YB69182 - YB69185

 

2005/04/06

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G09

 

ROPE 114 - 118

 

YB69199 - YB69203

 

2005/04/06

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G09

 

ROPE 131 - 134

 

YB69216 - YB69219

 

2005/04/06

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G09

 

ROPE 536 - 540

 

YB70719 - YB70723

 

2005/04/06

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G09

 

ROPE 550 - 551

 

YB70843 - YB70844

 

2005/04/06

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G09

 

ROPE 552 - 553

 

YB70845 - YB70846

 

2005/04/06

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G09

F

TOE 1 - 6

 

YB56214 - YB56219

 

2007/03/31

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

 

TOE 7

 

YB56220

 

2006/03/31

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

 

TOE 8

 

YB56221

 

2007/03/31

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

 

TOE 9 - 10

 

YB56222 - YB56223

 

2006/03/31

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

 

TOE 11 - 16

 

YB56224 - YB56229

 

2007/03/31

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

 

 

Total claims selected : 677

 

Left column indicator legend:

 

Right column indicator legend:

 

 

R - Indicates the claim is on one or more pending renewal(s).

 

L- Indicates the Quartz Lease.

 

D - Indicates Placer Discovery

P - Indicates the claim is pending.

 

F - Indicates Full Quartz fraction (25+ acres)

 

C - Indicates Placer Codiscovery

 

 

P - Indicates Partial Quartz fraction (<25 acres)

 

B - Indicates Placer Fraction

 

3



 

EXPATRIATE RESOURCES LTD.
#701 - 475 Howe Street

 

05 May 2004

 

 

 

Vancouver

BC Canada

 

 

V6C-2B3

 

 

 

 

Claim Name and Nbr.

 

Grant No.

 

Expiry Date

 

Registered Owner

 

% Owned

 

NTS#’s

 

TOE 17 - 36

 

YB59962 - YB59981

 

2006/03/31

 

EXPATRIATE RESOURCES LTD.

 

100.00

 

105G08

 

 

There is no provision in either the Quartz Mining Act or the Placer Mining Act for a Mining Recorder to interpret his/her records to the public. Where information regarding the status of a mineral claim is to be used for title opinions or quasi-legal purposes, we recommend that certified true copies of documents be obtained. All books of record and documents filed are open for public inspection, free of charge, during office hours. An enquirer may employ someone to search the records, or obtain abstracts of record at a cost of $1.00 for the first entry and $.10 for each additional entry.

 

If you have any questions, please do not hesitate to contact this office.

Yours truly,

 

Patti McLeod

Mining Recorder

Watson Lake Mining District

P.O. Box 269

Watson Lake    YT Canada

Y0A-1C0

Ph:(867) 536-7366

fax: (867) 536-7842

 

Total claims selected: 677

 

Left column indicator legend:

 

Right column indicator legend:

 

 

R - Indicates the claim is on one or more pending renewal(s).

 

L- Indicates the Quartz. Lease.

 

D - Indicates Placer Discovery

P - Indicates the claim is pending.

 

F- Indicates Full Quartz fraction (25+ acres)

 

C - Indicates Placer Codiscovery

 

 

P - Indicates Partial Quartz fraction (<25 acres)

 

B - Indicates Placer Fraction

 

4



 

SCHEDULE 2

 

PRIOR EXISTING ROYALTIES

 

1.                                        A 0.5% net smelter return royalty payable to Equity Engineering Ltd. (“Equity”) in respect of production from the Foot 1-20, Foot 23-80, Foot 83-94 and Pak 1-36 mineral claims, as described in an agreement between Equity and Atna dated as at March 24, 1995.

 

2.                                        A 1% net smelter return royalty payable to Nordac Resources Ltd., now called Strategic Metals Corporation, (“Nordac”) in respect of production from the Kink 3 mineral claim, as described in an agreement dated January 5, 1995 between Nordac and Atna.

 

3.                                        A 0.5% net smelter return royalty payable to Uwe Schmidt (“Schmidt”) in respect of production from the Toe 1-16 mineral claims, as described in a letter dated December 8, 1994 from Schmidt to Atna.

 



 

PARTIAL ASSIGNMENT OF ROYALTY

 

THIS Agreement dated the 20 th  day of August, 2007 is made

 

BETWEEN:

 

 

ATNA RESOURCES LTD.,
a British Columbia corporation

(hereinafter called “Atna”)

 

OF THE FIRST PART,

 

 

 

AND:

 

 

EQUITY ENGINEERING LTD.,

a British Columbia corporation

 

(hereinafter called “Equity”)

 

OF THE SECOND PART,

 

 

 

AND:

 

 

YUKON ZINC CORPORATION,

a British Columbia corporation

 

(hereinafter called “Yukon”)

 

OF THE THIRD PART.

 

WHEREAS pursuant to the terms of a Settlement Agreement between Atna and Equity dated the same date as this Agreement, Atna has agreed to make a partial assignment to Equity of the Royalty payable by Yukon to Atna pursuant to the Royalty Agreement (as those terms are defined below).

 

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements hereinafter set forth and other good and valuable consideration, (the receipt and sufficiency of which is hereby acknowledged) the parties hereto agree as follows:

 

1.                                       DEFINITIONS

 

In this Agreement the following words and phrases shall have the following meanings;

 

1.1.                                “Mineral Properties” has the meaning assigned to it in the Royalty Agreement.

 

1.2.                                “Royalty” has the meaning assigned to it in the Royalty Agreement.

 



 

1.3.                               “Royalty Agreement” means the Net Smelter Return Royalty Agreement made as of June 16 , 2004 between Yukon (then named Expatriate Resources Ltd.) and Atna,

 

2.                                      PARTIAL ASSIGNMENT OF ROYALTY

 

2.1.                            Atna hereby assigns, transfers and conveys to Equity a 5.55% interest, in the Royalty, retaining for itself the remaining 94.45% interest. Equity hereby accepts such assignment, transfer and conveyance.

 

2.2.                              Yukon acknowledges the foregoing assignment, transfer and conveyance and agrees that:

 

(a)                                the 5.55% interest in the Royalty held by Equity and the 94.45% interest in the Royalty held by Atna shall be independent, separate and distinct each from the other as if in the first instance they had been granted by Yukon separately to Atna and Equity, respectively;

 

(b)                               with, respect to the 94.45% interest in the Royalty held by Atna, Atna shall continue to have all of the rights and Yukon shall continue to have all of the obligations provided in the Royalty Agreement and the Royalty Agreement continues in full force and effect, mutatis mutandis; and

 

(c)                                with respect to the 5.55% interest in the Royalty held by Equity, Equity shall have the same rights and Yukon shall have all the same obligations as Atna and Yukon have respectively under the terms of the Royalty Agreement as if Equity and Yukon had in the first instanee entered into an agreement the same as the Royalty Agreement, mutatis mutandis, save and except for Equity relinquishing its right to:

 

(i)                                   take delivery of the metal in kind as referenced in Section 14 of the Royalty Agreement; and

 

(ii)                                audit the yearly statement of the Royalty as referenced in Sections 5(c), 5(d) and 5(e) of the Royalty Agreement. If however Atna should exercise its right to conduct an audit of the Royalty then Atna shall promptly provide Equity with the results of the audit and Yukon shall promptly pay Equity its share of any payment due as a result of the audit.

 

3.                                      REPRESENTATIONS AND WARRANTIES

 

3.1.                             Equity represents and warrants to Atna and Yukon that this Agreement has been duly and validly authorized, executed and delivered by Equity and constitutes a legal, valid, binding and enforceable obligation of Equity.

 

3.2.                             Atna represents and warrants to Equity and Yukon that:

 

(a)                                 this Agreement has been duly and validly authorized, executed and delivered by Atna and constitutes a legal, valid, binding and enforceable obligation of Atna; and

 



 

(b)                                  Atna has not previously assigned the Royalty Agreement or any of its rights thereunder including the Royalty.

 

3.3.                             Yukon represents to Atna and Equity that:

 

(a)                                Yukon changed its name from Expatriate Resources Ltd. on December 16, 2004; and

 

(b)                               this Agreement has been duly and validly authorized, executed and delivered by Yukon and constitutes a legal, valid, binding and enforceable obligation of Yukon.

 

3.4.                             Equity acknowledges and agrees that the assignment, transfer and conveyance by Atna of an interest in the Royalty is “as is, where is” without any representation or warranty except as expressly provided in Section 3.2 and that all implied representations and warranties are hereby excluded. Without limiting the generality of the foregoing, no representation or warranty is given with respect to the validity of the Royalty Agreement; Yukon’s title to the Mineral Properties, if any; Yukon’s right or ability to mine and produce minerals from the Mineral Properties; the likelihood that minerals can or will be removed from the Mineral Properties in commercially saleable quantities; the condition of the Mineral Properties; or the existence of contaminants on the Mineral Properties or environmental or other liabilities associated with the Mineral Properties.

 

3.5.                             Yukon acknowledges Equity’s right to be paid the 0.5% net smelter returns royalty in respect of production from the Foot 1-20, Foot 23-80, Foot 83-94 and Pak 1-36 mineral claims and an


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