Exhibit 10.6


 


NINTH AMENDMENT TO CAMPBELL/SIMPSON TONKIN SPRINGS
VENTURE

LIMITED PARTNERSHIP TONKIN MINERAL LEASE


 


This Amendment Number Nine dated this 22nd day of
January, 1993, (“Effective Date”) to that certain Tonkin Mineral Lease dated January 1,
1986 (the “Lease”) between LYLE F. CAMPBELL, a single man, and JULIAN E.
SIMPSON and JEAN C. SIMPSON, husband and wife (collectively “Lessor”) and
TONKIN SPRINGS VENTURE LIMITED PARTNERSHIP and U.S. GOLD CORPORATION
(collectively, the “Lessee”) .


 


RECITALS


 


A.                      DENAY
MINING COMPANY has withdrawn from the TONKIN SPRINGS VENTURE LIMITED
PARTNERSHIP.


 


B.                        Lessee
desires to amend the Lease to postpone payment of the 1993 advance minimum
royalty of the greater of $150,000.00 and the Dollar Equivalent of 455 ounces
of gold, until March 31, 1993.


 


C.                        Lessor
is willing to agree to postponement of the payment of the advance minimum
royalty until March 31, 1993 in consideration for other amendments to the
Lease.


 


WHEREFORE, the parties in consideration of the mutual
covenants and conditions below agree as follows:


 


1.                          The
first paragraph of Article 3 of the Lease and the Advance Minimum Royalty Schedule immediately
following said first paragraph of Article 3 are amended to read as
follows:


 


“3.                     Advance
Minimum Royalty. Lessee shall pay to Lessor as advance minimum royalty (“Advance
Minimum Royalty”) the following amounts on the following dates:


 


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  Due Date of Advance

  Minimum Royalty Payment

  	
   

  	
  Amount
  of Advance

  Minimum Royalty Payment

  
	
   

  	
   

  	
   

  
	
  Between January 1-15,
  1987

  	
   

  	
  The greater of $50,000
  or the U.S. “Dollar equivalent”* of 152 ounces of gold.

  
	
   

  	
   

  	
   

  
	
  Between
  January 1-15, 1988

  	
   

  	
  The
  greater of $50,000 or the U.S. “Dollar equivalent”* of 152 ounces of gold.

  
	
   

  	
   

  	
   

  
	
  Between January 1-15,
  in the years 1989, 1990, 1991, and 1992.

  	
   

  	
  The greater of $150,000
  or the U.S. “Dollar equivalent”* of 455 ounces of gold.

  
	
   

  	
   

  	
   

  
	
  Between
  January 1 and March 31, 1993.

  	
   

  	
  The
  greater of $150,000 or the U.S. “Dollar equivalent”* of 455 ounces of gold,
  plus interest from January 1, 1993 until paid at the Prime Rate as
  published in The Wall Street Journal for December 31, 1992 until
  paid in full.

  
	
   

  	
   

  	
   

  
	
  Between January 1-15,
  1994 and between January 1-15 in each year thereafter during the term of
  this Lease.

  	
   

  	
  The greater of $150,000
  or the U.S. “Dollar equivalent”* of 455 ounces of gold.

  



 






* The term “Dollar equivalent” is defined below in
this Article.


 


2.                          3.                          The
first sentence of the first paragraph of Article 8 of the Lease is revised
to read as follows:


 


“To the extent required by law to hold the unpatented
mining claims subject to this Lease in good standing, and subject to


 


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the other provisions of this Lease, Lessee agrees
during the term of this Lease to timely perform labor or make improvements on
or for the benefit of each of the unpatented mining claims comprising the
Mineral Prospect as is required by applicable federal or state laws and
regulations (hereinafter “assessment work”).”


 


The balance of Article 8
of the Lease should be retained as originally included in the Lease.


 


3.                          A
new Article 8A is added to the Lease as follows:


 


“Lessee shall pay, on or before August 1, 1993,
for each unpatented mining claim subject to the Lease on June 1, 1993 all
holding fees, claim rental fees and filing and recording fees required to hold
said mining claims in good standing through the assessment year ending at noon
on September 1, 1994. The parties acknowledge that pursuant to Public Law No. 102-381,
the holding fee or claim rental fee for each said claim is $200.00 per
unpatented mining claim. All such payments shall be included as part of Lessee’s
work expenditures under Article 5 for 1993. In contemplation of further
possible changes in the mining law, Lessee agrees at Lessee’s sole expense to
pay all holding fees, claim rental fees, filing fees and recording fees and to
timely perform all acts necessary to hold the mining claims in good standing
during the term of the Lease, as provided herein. Lessee specifically agrees
that it will do all such acts and pay all


 


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such fees due during a calendar year for all
unpatented mining claims that are subject to this Lease on June 1 of that
calendar year; and that Lessee shall be obligated to do all such acts and make
all such payments despite any partial or full termination of the Lease or any
claims dropped after May 31 of said calendar year.”


 


4.                          A
new Article 17A is added as follows:


 


“17A. It is the policy of Lessor to comply fully and
in all respects with all environmental, reclamation and land use permitting
regulations and laws. In furtherance of that policy, Lessee shall perform all
of the duties listed in this Article 17A. Lessee shall at all times and at
its own expense comply in all respects with all county, state and federal laws,
statutes, ordinances, rules and regulations relating to Lessee’s actions
under this agreement on or about the Mineral Prospect. Lessee shall also at all
times and at its own expense pay any and all fees or costs required to be paid
to any governmental agency to keep the rights to the mining claims in good
standing, as provided in this Lease.


 


“Lessee shall notify Lessor verbally within
forty-eight (48) hours after Lessee becomes aware of the occurrence of any
event on the Mineral Prospect which poses a substantial risk of material
environmental liability and shall give Lessor detailed notification in writing
within ten (10) days. Such occurrences include but are not limited to
cyanide or other


 


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toxic chemical or mineral leaks, spills or
contaminations or any episode or occurrence resulting in killing of wildlife
which was caused by said spills, leaks or contaminations.


 


“Lessee shall provide Lessor with copies of all plans,
maps and all other documents submitted in compliance with government
regulations and all agreements with any government agency pertaining to the
Mineral Prospect, including but not limited to, Notices of Intent to Operate, Plans
of Operation, Environmental Impact Statements, reclamation statements, and all
government agency communications sent to any such agency and received by Lessee
from any such agency which are related to such submissions or agreements,
within ten (10) days of sending to or receiving from the government agency
such material. In the event any government agency requires the filing of a bond
to insure Lessee’s performance, Lessee agrees to provide such bond at its own
cost and expense.


 


“Lessee shall indemnify and hold LESSORS harmless of
and from any and all claims, demands or liabilities arising out of or in
connection with the operations or activities of Lessee hereunder.”


 


5.                          Lessee
and Lessor agree to negotiate in good faith for further amendment to the Lease
which will assure the Lessor of the ability to conduct a metal balance and
royalty accounting on an ongoing basis at the earliest possible date after
production commences. This amendment is intended to facilitate the ability of


 


5

















 


the parties to
assure payments from mineral production are accurately and properly paid to the
respective parties.


 


6.                          Except
as expressly amended above, the Lease shall remain in full force and effect in
accordance with its original terms as modified by the eight (8) prior
amendments.


 


IN WITNESS WHEREOF, the parties hereto have executed
this NINTH (9th) AMENDMENT as of the dated first above written.


 


	
   

  	
   

  	
  LESSOR

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LYLE
  F. CAMPBELL TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Lyle F. Campbell

  
	
   

  	
   

  	
   

  	
  LYLE F. CAMPBELL, Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Julian E. Simpson

  
	
   

  	
   

  	
   

  	
  JULIAN E. SIMPSON, Lessor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ Jean C. Simpson

  
	
   

  	
   

  	
   

  	
  JEAN C. SIMPSON, Lessor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LESSEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TONKIN
  SPRINGS VENTURE LIMITED

  PARTNERSHIP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
  /s/ William Reid

  
	
   

  	
   

  	
   

  	
  WILLIAM
  REID, President of Tonkin Springs Mining Company, Manager

  



 


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  STATE
  OF NEVADA

  	
  }

  
	
   

  	
  }
  ss.

  
	
  COUNTY
  OF WASHOE

  	
  }

  



 


On this 9th day of February, 1993, before
me, the undersigned, a Notary Public for the State aforesaid, personally
appeared LYLE F. CAMPBELL, known to me to be Trustee for THE LYLE F. CAMPBELL
TRUST, the person whose name is subscribed to the within instrument and being
authorized to do so, acknowledged that he executed the same on behalf of said
Trust.


 


IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my Notarial Seal the day and year in this certificate first above
written.


 


 


	
  (SEAL)

  	
  NOTARY PUBLIC

  STATE OF NEVADA

  County of Washoe

  SHARON MITCHELL

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Sharon Mitchell

  
	
   

  	
   

  	
  Notary
  Public in and for the State of Nevada, Residing at: Reno Nevada. 

  My commission expires: April 28, 1996

  
	
  My Appointment Expires Apr. 28, 1996

  	
   

  	
   

  	
   

  



 


	
  STATE
  OF Hawaii

  	
  }

  
	
   

  	
  }
  ss.

  
	
  COUNTY
  OF MAUI

  	
  }

  



 


On this 3 day of February, 1993, before me, the
undersigned, a Notary Public for the State aforesaid, personally appeared
JULIAN E. SIMPSON and JEAN C. SIMPSON, husband and wife, known to me to be the
persons whose names are subscribed to the within instrument and acknowledged to
me that the executed the same.


 


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