Unassociated Document


 



AMENDED AND RESTATED AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS


 


This Amended and Restated Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Amended and Restated Transfer and Assumption Agreement”) is made as of September 29, 2011, by and between BULL FROG HOLDING, INC., a Nevada corporation (a/k/a Bullfrog Holdings, Inc.) (“BHI”), with an address of #320 – 1111 West Hastings Street, Vancouver, British Columbia, Canada, V6E 2J3, NPX METALS, INC., a Nevada corporation (“NPX” and collectively with BHI, “Assignor”), with an address of 3266 West Galveston Road, #107, Apache Junction, Arizona 85220, and STANDARD GOLD CORP., a Nevada corporation, with an address of 897 Quail Run Drive, Grand Junction, Colorado 81505 (“Assignee”).  NPX, BHI, and Assignee, are sometimes referred to herein each as a party, or together as the parties.


 


WHEREAS, Assignor and Assignee entered into that certain Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations dated January 30, 2010 (the “Original Agreement”, as amended by that certain Amendatory Agreement dated October 21, 2010 (the “Amended Agreement”) (the Original Agreement, together with the Amended Agreement, is referred to herein as the “Transfer and Assumption Agreement”);


 


WHEREAS, Assignor and Assignee desire to amend and restate the Transfer and Assumption Agreement in its entirety as set forth herein;


 


WHEREAS, NPX and BHI each own a 90% and 10% interest, respectively, in the “Bullfrog Project” assets, as set forth on Exhibit “A” attached hereto (collectively, the “Assets”); and


 


WHEREAS, Assignor desires to convey, transfer and assign to Assignee, and Assignee desires to acquire from Assignor, 100% interest in the Assets, free and clear of all liens, claims, encumbrances and liabilities (except as provided in Section 2 hereof), and in connection therewith, Assignee has agreed to assume certain of the liabilities of Assignor relating to the Assets, on the terms and conditions set forth herein.


 


NOW THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:


 


Section 1.                      Assignment and Sale.


 


1.1.           Assignment of Assets.  For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by Assignor, Assignor does hereby assign, grant, bargain, sell, convey, transfer and deliver to Assignee, and its successors and assigns, all of Assignor’s right, title and interest in, to and under the Assets, including all information and materials of any kind whatsoever (including both title and technical information) as provided for and conveyed to NPX by that certain Second Amendment to Mining Venture Agreement dated October 1, 2008 between NPX, Liberty Star Uranium & Metals Corp., and JABA US, Inc. relating to the Beatty Project and the Area of Mutual Interest as defined therein and any information and materials received or obtained thereafter.


 




  





1











  






 


1.2           Closing.  The initial purchase and sale of Assignor’s interest in the Assets took place at a closing (the “Closing”) held at the law office of Sichenzia Ross Friedman & Ference LLP where Assignor received 3,000,000 shares of common stock, par value $0.0001 per share, of Assignee.  Notwithstanding any provisions pursuant to the Transfer and Assumption Agreement to the contrary, Assignor shall not be entitled to receive any additional cash payments or shares of common stock of Assignee pursuant to the provisions of this Amended and Restated Transfer and Assumption Agreement.


 


1.3           Additional Consideration.  Following the Closing, Assignee agrees to grant BHI a 3% Net Smelter Return on the Assets calculated and payable in accordance with Exhibit 1(c) of the Amended Agreement, provided however, in the event that BHI is not able to produce and deliver a true and accurate copy of Exhibit 1(c) of the Amended Agreement to Assignee, then Assignee agrees to grant BHI a 3% Net Smelter Return on the Assets in substantially the same form as set forth on Exhibit “E” attached hereto (the “Alternate Form of Net Smelter Return”) (the “Royalty”).  Notwithstanding any provisions pursuant to the Transfer and Assumption Agreement to the contrary, NPX shall not be entitled to receive any Annual Preproduction Royalty Payment, as defined therein, pursuant to the provisions of this Amended and Restated Transfer and Assumption Agreement.


 


1.4           Area of Interest.  There shall be an area of mutual interest which shall comprise that area which is within one (1) mile of the outermost boundary of each of the patented and unpatented mining claims which constitute the Assets (the “Area of Interest”) as at the date of this Amended and Restated Transfer and Assumption Agreement.  If at any time Assignor stakes, locates or otherwise acquires, directly or indirectly, any right to or interest in any unpatented mining claim, license, lease, grant, concession, permit, patent or other mineral property located wholly or partly within the Area of Interest, then Assignor shall within thirty (30) days transfer such right or interest to Assignee without any cost or expense to Assignee whatsoever.  If at any time Assignee stakes, locates or otherwise acquires, directly or indirectly, any right to or interest in any unpatented mining claim, license, lease, grant, concession, permit, patent or other mineral property located wholly or partly within the Area of Interest, including any such right or interest acquired from Assignor as set forth above (the “Acquired Asset”), then such interest or right shall thereafter form part of the Assets for all purposes of this Amended and Restated Transfer and Assumption Agreement, and Assignee shall grant BHI a Royalty on the Acquired Asset as set forth in Section 1.3 above.  Notwithstanding the foregoing, in the event that any Acquired Asset is burdened by any other royalty of any kind whatsoever, then Assignee’s obligation to grant BHI a Royalty shall only apply to the excess between the other royalty and a maximum of 3%.  For example and for purposes of clarity, if an Acquired Asset is burdened by a 2% net smelter return royalty, then BHI shall only be due a 1% net smelter return royalty, for a total royalty burden on the Acquired Asset of 3%.  Similarly, if an Acquired Asset is burdened by a 3% net smelter return royalty, then BHI shall not be due any Royalty on the Acquired Asset whatsoever.


 


1.5           Work Commitment.  Notwithstanding any provisions pursuant to the Transfer and Assumption Agreement to the contrary, Assignee shall not be obligated to fund or perform any Work Commitment, as defined therein, pursuant to the provisions of this Amended and Restated Transfer and Assumption Agreement.


 




  





2











  






 


1.6           Quitclaim Deeds.  In connection with the execution of this Amended and Restated Transfer and Assumption Agreement, Assignor shall immediately execute and deliver to Assignee (a) a Quitclaim Deed relating to the patented mining claims, which comprise a portion of the Assets, in substantially the same form as set forth on Exhibit “C” attached hereto and (b) a Quitclaim Deed relating to the unpatented mining claims and sites, which comprise a portion of the Assets, in substantially the same form as set forth on Exhibit “D” attached hereto.


 


1.7           Further Assurances.  Assignor shall from time to time after the date hereof at the request of Assignee and without further consideration execute and deliver to Assignee such additional instruments of transfer and assignment, including without limitation any bills of sale, assignments of leases, deeds, and other recordable instruments of assignment, transfer and conveyance, in addition to this Amended and Restated Transfer and Assumption Agreement, as Assignee shall reasonably request to evidence more fully the assignment by Assignor to Assignee of its interest in the Assets.


 


Section 2.                      Assumption.


 


2.1           Assumed Liabilities.  As of the date hereof, Assignee hereby assumes and agrees to pay, perform and discharge, fully and completely, those liabilities, commitments, contracts, agreements, obligations or other claims against Assignor, whether known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise associated with the Assets assigned, as set forth on Exhibit “B” attached hereto (the “Liabilities”).


 


Section 3.                      Representations and Warranties of the Assignor.  Assignor, severally and jointly, hereby makes the following representations and warranties to Assignee, which shall survive the Closing and sale of the Assets:


 



	
  

	
(a)

	
The Assets are owned by Assignor free and clear of any and all liens, claims, encumbrances, preemptive rights, right or first refusal and adverse interests of any kind.







 



	
  

	
(b)

	
Assignor has the requisite power and authority to enter into this Amended and Restated Transfer and Assumption Agreement and to consummate the transactions contemplated hereby and otherwise to carry out Assignor’s obligations hereunder.







 



	
  

	
(c)

	
No consent, approval or agreement of any individual or entity is required to be obtained by Assignor in connection with the execution and performance by Assignor of this Amended and Restated Transfer and Assumption Agreement or the execution and performance by Assignor of any agreements, instruments or other obligations entered into in connection with this Amended and Restated Transfer and Assumption Agreement.







 




  





3











  






 



	
  

	
(d)

	
There is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, or, to Assignor’s knowledge, threatened against Assignor or any of Assignor’s properties or the Assets.







 



	
  

	
(e)

	
There is no judgment, decree or order against Assignor that could prevent, enjoin, alter or delay any of the transactions contemplated by this Amended and Restated Transfer and Assumption Agreement.







 



	
  

	
(f)

	
There are no material claims, actions, suits, proceedings, inquiries, labor disputes or investigations pending or, to Assignor’s knowledge, threatened against the Assignor or any of its assets, at law or in equity or by or before any governmental entity or in arbitration or mediation.







 



	
  

	
(g)

	
No bankruptcy, receivership or debtor relief proceedings are pending or, to Assignor’s knowledge, threatened against Assignor.







 



	
  

	
(h)

	
Assignor has complied with, is not in violation of, and has not received any notices of violation with respect to, any federal, state, local or foreign Laws, judgment, decree, injunction or order, applicable to it, the conduct of its business, or the ownership or operation of its business. References in this Amended and Restated Transfer and Assumption Agreement to “Laws” shall refer to any laws, rules or regulations of any federal, state or local government or any governmental or quasi-governmental agency, bureau, commission, instrumentality or judicial body (including, without limitation, any federal or state securities law, regulation, rule or administrative order).







 



	
  

	
(i)

	
Assignor is aware of Assignee’s business affairs and financial condition and has reached an informed and knowledgeable decision to assign the Assets.







 



	
  

	
(j)

	
Other than the Liabilities, there are no liabilities, commitments, contracts, agreements, obligations or other claims against Assignor or the Assets, whether known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise associated with the Assets.







 


All representations, covenants and warranties of Assignor contained in this Amended and Restated Transfer and Assumption Agreement shall be true and correct on and as of the Closing with the same effect as though the same had been made on and as of such date.  Assignor agrees to indemnify and hold harmless Assignee for and against any breach of the representations or warranties contained in this Amended and Restated Transfer and Assumption Agreement.


 




  





4











  






 


Section 4.                      Miscellaneous.


 


(a)           Entire Agreement.  This Amended and Restated Transfer and Assumption Agreement constitutes the entire agreement of the parties, superseding and terminating any and all prior or contemporaneous oral and written agreements, understandings or letters of intent between or among the parties with respect to the subject matter of this Amended and Restated Transfer and Assumption Agreement.  No part of this Amended and Restated Transfer and Assumption Agreement may be modified or amended, nor may any right be waived, except by a written instrument which expressly refers to this Amended and Restated Transfer and Assumption Agreement, states that it is a modification or amendment of this Amended and Restated Transfer and Assumption Agreement and is signed by the parties to this Amended and Restated Transfer and Assumption Agreement, or, in the case of waiver, by the party granting the waiver.  No course of conduct or dealing or trade usage or custom and no course of performance shall be relied on or referred to by any party to contradict, explain or supplement any provision of this Amended and Restated Transfer and Assumption Agreement, it being acknowledged by the parties to this Amended and Restated Transfer and Assumption Agreement that this Amended and Restated Transfer and Assumption Agreement is intended to be, and is, the complete and exclusive statement of the Amended and Restated Transfer and Assumption Agreement with respect to its subject matter.  Any waiver shall be limited to the express terms thereof and shall not be construed as a waiver of any other provisions or the same provisions at any other time or under any other circumstances.


 


(b)           Severability.  If any section, term or provision of this Amended and Restated Transfer and Assumption Agreement shall to any extent be held or determined to be invalid or unenforceable, the remaining sections, terms and provisions shall nevertheless continue in full force and effect.


 


(c)           Notices.  All notices provided for in this Amended and Restated Transfer and Assumption Agreement shall be in writing signed by the party giving such notice, and delivered personally or sent by overnight courier, mail or messenger against receipt thereof or sent by registered or certified mail, return receipt requested, or by facsimile transmission or similar means of communication if receipt is confirmed or if transmission of such notice is confirmed by mail as provided in this Amended and Restated Transfer and Assumption Agreement. Notices shall be deemed to have been received on the date of personal delivery or telecopy or attempted delivery.


 


(d)           Governing Law.  This Amended and Restated Transfer and Assumption Agreement shall be governed and construed in accordance with the laws of the State of New York applicable to agreements executed and to be performed wholly within such State, without regard to any principles of conflicts of law. By execution and delivery of this Amended and Restated Transfer and Assumption Agreement, each of the parties hereby irrevocably (i) consents and agrees that any legal or equitable action or proceeding arising under or in connection with this Amended and Restated Transfer and Assumption Agreement shall be brought in the federal or state courts located in the County of New York in the State of New York, (ii) submits to and accepts the jurisdiction of said courts, (iii) waives any defense that such court is not a convenient forum, and (iv) consents to any service of process made either (x) in the manner set forth in this Amended and Restated Transfer and Assumption Agreement (other than by telecopier), or (y) any other method of service permitted by law.


 




  





5











  






 


(e)           Waiver of Jury Trial.  Each of the parties hereto hereby expressly waives any right to a trial by jury in the event of any suit, action or proceeding to enforce this Amended and Restated Transfer and Assumption Agreement or any other action or proceeding which may arise out of or in any way be connected with this Amended and Restated Transfer and Assumption Agreement or any of the other documents or agreements executed in connection herewith.


 


(f)           Parties to Pay Own Expenses.  Each of the parties to this Amended and Restated Transfer and Assumption Agreement shall be responsible and liable for its own expenses incurred in connection with the preparation of this Amended and Restated Transfer and Assumption Agreement, the consummation of the transactions contemplated by this Amended and Restated Transfer and Assumption Agreement and related expenses.


 


(g)           Successors.  This Amended and Restated Transfer and Assumption Agreement shall be binding upon the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns; provided, however, that no party may assign this Amended and Restated Transfer and Assumption Agreement or any of its rights under this Amended and Restated Transfer and Assumption Agreement without the prior written consent of the other parties.


 


(h)           Further Assurances.  Each party to this Amended and Restated Transfer and Assumption Agreement agrees, without cost or expense to any other party, to deliver or cause to be delivered such other documents and instruments as may be reasonably requested by any other parties to this Amended and Restated Transfer and Assumption Agreement in order to carry out more fully the provisions of, and to consummate the transaction contemplated by, this Amended and Restated Transfer and Assumption Agreement.


 


(i)           Counterparts.  This Amended and Restated Transfer and Assumption Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.


 


(j)           No Strict Construction.  The language used in this Amended and Restated Transfer and Assumption Agreement will be deemed to be the language chosen by the parties with the advice of counsel to express their mutual intent, and no rules of strict construction will be applied against any party.


 


(k)           Headings.  The headings in the Sections of this Amended and Restated Transfer and Assumption Agreement are inserted for convenience only and shall not constitute a part of this Amended and Restated Transfer and Assumption Agreement.


 


(l)           Legal Representation.  Each party hereto acknowledges that it has been represented by independent legal counsel in the preparation of the Amended and Restated Transfer and Assumption Agreement. Each party recognizes and acknowledges that counsel to Assignee has represented certain shareholders of Assignee and may, in the future, represent others in connection with various legal matters and each party waives any conflicts of interest and other allegations that it has not been represented by its own counsel.


 


[SIGNATURE PAGE FOLLOWS]


 




  





6











  






 


[SIGNATURE PAGE TO AMENDED AND RESTATED AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS]


 


IN WITNESS WHEREOF, this Amended and Restated Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations has been duly executed and delivered by the parties hereto as of the date first above written.


 


 




	 	
ASSIGNOR:


  


NPX METALS, INC., a Nevada corporation

	 
	 	 	 	 
	
 

	
By: 

	 
/s/ Daniel Bleak

	 
	 	 	
Name: Daniel Bleak


Title: President

	 
	 	 	 	 
	 	 	 	 
	 	
BULL FROG HOLDING, INC., a Nevada corporation

	 
	 	 	 	 
	 	
By: 

	 
/s/ Daniel Bleak

	 
	 	 	
Name: Daniel Bleak


Title: President

	 
	 	 	 	 
	 	 	 	 
	 	
ASSIGNEE:


  


STANDARD GOLD CORP., a Nevada corporation

	 
	 	 	 	 
	 	
By: 

	 
/s/ Oliver Lindsay

	 
	 	 	
Name: Oliver Lindsay


Title: Executive Vice President

	 
	 	 	 	 







 


 



7




 




  





  











  






 





Exhibit “A”


(Bullfrog Project Assets)












I.           Patented Mining Claims:







All that certain real property situated in the County of Nye, State of Nevada, described as follows:







PARCEL 1







The AURIUM lode mining claim designated by the Surveyor General as Survey No. 2654, embracing a portion of the Unsurveyed Public Domain, in the Bullfrog Mining District, Nye County, Nevada, and bounded and described in that certain Patent recorded March 24, 1908 in Book 18 of Deeds, page 441 as File No. 1812, Nye County, Nevada records.







PARCEL 2







The PROVIDENCE lode mining claim designated by the Surveyor General as Survey No. 2470, embracing a portion of Unsurveyed Public Domain, in the Bullfrog Mining District, Nye County, Nevada, and bounded and described in that certain Patent recorded June 16, 1908 in Book 20 of Deeds, page 11 as File No. 3621, Nye County, Nevada Records, expressly excepting and excluding from these presents all that portion of the ground hereinbefore described embraced in the AMATHYST, SHOSHONE and SHOSHONE NO. 3 lode mining claims; and also all veins, lodes, and ledges throughout their entire depth, the tops or apexes of which lie inside of such excluded ground.







ALSO EXCEPTING therefrom said SHOSHONE EXTENSION, GREENHORN and OREGRANDA lode mining claims, including all veins, lodes and ledges through their entire depth, the tops or apexes of which are appurtenant to said excluded ground.







ASSESSOR'S PARCEL NUMBER FOR 2011 - 2012: 000-000-29












II.           Unpatented Mining Claims:







Unpatented mining claims and sites situated in Sections 25, 26, 35, and 36, Township 11 South, Range 46 East; Sections 1, 2, 10, 11, and 12, Township 12 South, Range 46 East; Mount Diablo Meridian, in an unknown mining district, Nye County, Nevada, the names of which are set forth below together with the document number of recording of the location notices in the office of the recorder of said County, and the serial number where filed in the state office of the Bureau of Land Management in Reno, Nevada:


 




  





A-1











  









	
Claim Name

	
Document No. of Recording

	
BLM NMC Serial No.


	
BVD 1

	
709370

	
988026


	
BVD 2

	
709371

	
988025


	
BVD 3

	
709372

	
988024


	
BVD 4

	
709373

	
988023


	
BVD 5

	
709443

	
987964


	
BVD 6

	
709444

	
987963


	
BVD 7

	
709374

	
988022


	
BVD 8

	
709375

	
988021


	
BVD 9

	
709376

	
988020


	
BVD 10

	
709377

	
988019


	
BVD 11

	
709382

	
988015


	
BVD 12

	
709383

	
988014


	
BVD 13

	
709384

	
988013


	
BVD 14

	
709385

	
988012


	
BVD 15

	
709386

	
988011


	
BVD 16

	
709393

	
988005


	
BVD 17

	
709394

	
988004


	
BVD 18

	
709395

	
988003


	
BVD 19

	
709396

	
988002


	
BVD 20

	
709387

	
988010


	
BVD 21

	
709388

	
988009


	
BVD 22

	
709389

	
988008


	
BVD 23

	
709390

	
988007


	
BVD 24

	
709391

	
988006


	
BVD 25

	
709397

	
988001


	
BVD 26

	
709398

	
988000


	
BVD 27

	
709399

	
987999


	
BVD 28

	
709400

	
987998


	
BVD 29

	
709406

	
987993


	
BVD 30

	
709407

	
987992


	
BVD 31

	
709408

	
987991


	
BVD 32

	
709409

	
987990


	
BVD 33

	
709401

	
987997


	
BVD 34

	
709402

	
987996


	
BVD 35

	
709403

	
987995


	
BVD 36

	
709404

	
987994


	
BVD 37

	
709378

	
988018


	
BVD 38

	
709379

	
988017


	
BVD 39

	
709380

	
988016


	
BVD 40

	
709411

	
987989


	
BVD 41

	
709412

	
987988


	
BVD 105

	
709414

	
987987


	
BVD 106

	
709415

	
987986


	
BVD 107

	
709416

	
987985









 




  





A-2











  






 




	
BVD 200

	
709418

	
987984


	
BVD 201

	
709419

	
987983


	
BVD 202

	
709420

	
987982


	
BVD 203

	
709421

	
987981


	
BVD 204

	
709422

	
987980


	
BVD 205

	
709423

	
987979


	
BVD 206

	
709424

	
987978


	
BVD 207

	
709426

	
987977


	
BVD 300

	
709428

	
987976


	
BVD 301

	
709429

	
987975


	
BVD 302

	
709430

	
987974


	
BVD 303

	
709431

	
987973


	
BVD 314

	
709433

	
987972


	
BVD 315

	
709434

	
987971


	
BVD 316

	
709435

	
987970


	
BVD 317

	
709436

	
987969


	
BVD 321

	
709438

	
987968


	
BVD 322

	
709439

	
987967


	
BVD 323

	
709440

	
987966


	
BVD 324

	
709441

	
987965


	
BVD 401

	
712005

	
992989


	
BVD 402

	
712006

	
992990


	
BVD 403

	
712007

	
992991


	
BVD 404

	
712008

	
992992


	
BVD 405

	
712009

	
992993


	
BVD 406

	
712010

	
992994


	
BVD 407

	
712011

	
992995


	
BVD 408

	
712012

	
992996


	
BVD 409

	
712013

	
992997


	
BVD 410

	
712014

	
992998


	
Beatty Conglomerate #1 Amended

	
297734

	
109662


	
Lucky Queen Amended

	
297739

	
109667


	
Beatty Conglomerate #8 Babington Amended

	
297756

	
109697


	
Beatty Conglomerate #9 Cornell Amended

	
297757

	
109698


	
Beatty Conglomerate #10 Flin Flon #2 Amended

	
297758

	
109699







 




  





A-3











  






 


Exhibit “B”


(Liabilities)












None.







This page intentionally left blank.







 




  





B-1











  








 


Exhibit “C”


(Form of Quitclaim Deed for Patented Mining Claims)












A.P.N.:  000-000-29







RECORDING REQUESTED BY, AND


WHEN RECORDED RETURN TO:


Fennemore Craig, P.C.


Attn:  Marc A. Marra, Esq.


3003 North Central Avenue, Suite 2600


Phoenix, Arizona 85012-2913








MAIL TAX STATEMENTS TO:


Standard Gold Corp.


897 Quail Run Drive


Grand Junction, Colorado 81505







The undersigned affirm that no Social Security


Number is contained in this document


















 


QUITCLAIM DEED


(Patented Mining Claims and Sites)


 


NPX METALS, INC., a Nevada corporation (“Grantor”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Grantor, does hereby quitclaim and convey unto STANDARD GOLD CORP., a Nevada corporation (“Grantee”), all of Grantor’s right, title and interest in and to the patented mining claims and sites, together with any and all improvements thereon, described on EXHIBIT “A” attached hereto and incorporated herein by this reference, appurtenant to real property located in Nye County, Nevada (“Property”), together with any and all hereditaments and appurtenances thereunto belonging.  Grantor hereby quitclaims any water rights appurtenant to the Property owned by Grantor.


 


TO HAVE AND TO HOLD all of Grantor’s right, title, and interest in and to the above-described Property unto the said Grantee, its successors, heirs and assigns forever.


 


[Signatures on following page]


 







 




  





C-1











  






 


EXECUTED and delivered to Grantee this ___ day of  __________, 2011.


 







 


NPX METALS, INC., a Nevada corporation


 







By:                                                               


Name:  Daniel Bleak


Its:  President


 




	
STATE OF _____________

	
)

	  
	  	
)

	
ss.


	
County of ______________

	
)   

	  







 


The foregoing instrument was acknowledged before me this _____ day of _____________, 2011, by Daniel Bleak, the President of NPX Metals, Inc., a Nevada corporation, on behalf of the corporation.


 


____________________________________


Notary Public in and for said County and State


 


My commission expires:


 


_____________________






  





C-2











  






 


EXHIBIT A


To


QUITCLAIM DEED


(Legal Description of Patented Mining Claims and Sites)












All that certain real property situated in the County of Nye, State of Nevada, described as follows:







PARCEL 1







The AURIUM lode mining claim designated by the Surveyor General as Survey No. 2654, embracing a portion of the Unsurveyed Public Domain, in the Bullfrog Mining District, Nye County, Nevada, and bounded and described in that certain Patent recorded March 24, 1908 in Book 18 of Deeds, page 441 as File No. 1812, Nye County, Nevada records.







PARCEL 2







The PROVIDENCE lode mining claim designated by the Surveyor General as Survey No. 2470, embracing a portion of Unsurveyed Public Domain, in the Bullfrog Mining District, Nye County, Nevada, and bounded and described in that certain Patent recorded June 16, 1908 in Book 20 of Deeds, page 11 as File No. 3621, Nye County, Nevada Records, expressly excepting and excluding from these presents all that portion of the ground hereinbefore described embraced in the AMATHYST, SHOSHONE and SHOSHONE NO. 3 lode mining claims; and also all veins, lodes, and ledges throughout their entire depth, the tops or apexes of which lie inside of such excluded ground.







ALSO EXCEPTING therefrom said SHOSHONE EXTENSION, GREENHORN and OREGRANDA lode mining claims, including all veins, lodes and ledges through their entire depth, the tops or apexes of which are appurtenant to said excluded ground.







ASSESSOR'S PARCEL NUMBER FOR 2011 - 2012: 000-000-29


 




  





C-3











  








 


Exhibit “D”


(Form of Quitclaim Deed for Unpatented Mining Claims)












A.P.N.: N/A – unpatented mining claims and sites


RPPT:  Exempt #8







RECORDING REQUESTED BY, AND


WHEN RECORDED RETURN TO:


Fennemore Craig, P.C.


Attn:  Marc A. Marra, Esq.


3003 North Central Avenue, Suite 2600


Phoenix, Arizona 85012-2913








MAIL TAX STATEMENTS TO:


Standard Gold Corp.


897 Quail Run Drive


Grand Junction, Colorado 81505







The undersigned affirm that no Social Security


Number is contained in this document


 





  




QUITCLAIM DEED


(Unpatented Mining Claims and Sites)


 


NPX METALS, INC., a Nevada corporation (“Grantor”), for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Grantor, does hereby quitclaim and convey unto STANDARD GOLD CORP., a Nevada corporation (“Grantee”), all of Grantor’s right, title and interest in and to the unpatented mining claims and sites, together with any and all improvements thereon, described on EXHIBIT “A” attached hereto and incorporated herein by this reference, appurtenant to real property located in Nye County, Nevada (“Property”), together with any and all hereditaments and appurtenances thereunto belonging.


 


TO HAVE AND TO HOLD all of Grantor’s right, title, and interest in and to the above-described Property unto the said Grantee, its successors, heirs and assigns forever.


 


[Signatures on following page]


 




  





D-1











  






 


EXECUTED and delivered to Grantee this ___ day of  __________, 2011.


 







 


NPX METALS, INC., a Nevada corporation


 







By:                                                               


Name:  Daniel Bleak


Its:  President


 



	
STATE OF _____________

	
)

	 
	 	
)

	
ss.


	
County of ______________

	
)   

	 





 


           The foregoing instrument was acknowledged before me this _____ day of _____________, 2011, by Daniel Bleak, the President of NPX Metals, Inc., a Nevada corporation, on behalf of the corporation.


 


                                                                




____________________________________


Notary Public in and for said County and State


 


My commission expires:


 


____________________




                                           




  





D-2











  






 


EXHIBIT A


To


QUITCLAIM DEED


(Legal Description of Unpatented Mining Claims and Sites)












Unpatented mining claims and sites situated in Sections 25, 26, 35, and 36, Township 11 South, Range 46 East; Sections 1, 2, 10, 11, and 12, Township 12 South, Range 46 East; Mount Diablo Meridian, in an unknown mining district, Nye County, Nevada, the names of which are set forth below together with the document number of recording of the location notices in the office of the recorder of said County, and the serial number where filed in the state office of the Bureau of Land Management in Reno, Nevada:


 




	
Claim Name

	
Document No. of Recording

	
BLM NMC Serial No.


	
BVD 1

	
709370

	
988026


	
BVD 2

	
709371

	
988025


	
BVD 3

	
709372

	
988024


	
BVD 4

	
709373

	
988023


	
BVD 5

	
709443

	
987964


	
BVD 6

	
709444

	
987963


	
BVD 7

	
709374

	
988022


	
BVD 8

	
709375

	
988021


	
BVD 9

	
709376

	
988020


	
BVD 10

	
709377

	
988019


	
BVD 11

	
709382

	
988015


	
BVD 12

	
709383

	
988014


	
BVD 13

	
709384

	
988013


	
BVD 14

	
709385

	
988012


	
BVD 15

	
709386

	
988011


	
BVD 16

	
709393

	
988005


	
BVD 17

	
709394

	
988004


	
BVD 18

	
709395

	
988003


	
BVD 19

	
709396

	
988002


	
BVD 20

	
709387

	
988010


	
BVD 21

	
709388

	
988009


	
BVD 22

	
709389

	
988008


	
BVD 23

	
709390

	
988007


	
BVD 24

	
709391

	
988006


	
BVD 25

	
709397

	
988001


	
BVD 26

	
709398

	
988000


	
BVD 27

	
709399

	
987999


	
BVD 28

	
709400

	
987998


	
BVD 29

	
709406

	
987993


	
BVD 30

	
709407

	
987992









 




  





D-3











  






 




	
BVD 31

	
709408

	
987991


	
BVD 32

	
709409

	
987990


	
BVD 33

	
709401

	
987997


	
BVD 34

	
709402

	
987996


	
BVD 35

	
709403

	
987995


	
BVD 36

	
709404

	
987994


	
BVD 37

	
709378

	
988018


	
BVD 38

	
709379

	
988017


	
BVD 39

	
709380

	
988016


	
BVD 40

	
709411

	
987989


	
BVD 41

	
709412

	
987988


	
BVD 105

	
709414

	
987987


	
BVD 106

	
709415

	
987986


	
BVD 107

	
709416

	
987985


	
BVD 200

	
709418

	
987984


	
BVD 201

	
709419

	
987983


	
BVD 202

	
709420

	
987982


	
BVD 203

	
709421

	
987981


	
BVD 204

	
709422

	
987980


	
BVD 205

	
709423

	
987979


	
BVD 206

	
709424

	
987978


	
BVD 207

	
709426

	
987977


	
BVD 300

	
709428

	
987976


	
BVD 301

	
709429

	
987975


	
BVD 302

	
709430

	
987974


	
BVD 303

	
709431

	
987973


	
BVD 314

	
709433

	
987972


	
BVD 315

	
709434

	
987971


	
BVD 316

	
709435

	
987970


	
BVD 317

	
709436

	
987969


	
BVD 321

	
709438

	
987968


	
BVD 322

	
709439

	
987967


	
BVD 323

	
709440

	
987966


	
BVD 324

	
709441

	
987965


	
BVD 401

	
712005

	
992989


	
BVD 402

	
712006

	
992990


	
BVD 403

	
712007

	
992991


	
BVD 404

	
712008

	
992992


	
BVD 405

	
712009

	
992993


	
BVD 406

	
712010

	
992994


	
BVD 407

	
712011

	
992995


	
BVD 408

	
712012

	
992996


	
BVD 409

	
712013

	
992997


	
BVD 410

	
712014

	
992998









 




  





D-4











  






 




	
Beatty Conglomerate #1 Amended

	
297734

	
109662


	
Lucky Queen Amended

	
297739

	
109667


	
Beatty Conglomerate #8 Babington Amended

	
297756

	
109697


	
Beatty Conglomerate #9 Cornell Amended

	
297757

	
109698


	
Beatty Conglomerate #10 Flin Flon #2 Amended

	
297758

	
109699









 




  





D-5