Exhibit 10.10


 





 



 


PURCHASE
AND SALE AGREEMENT


 


 






 


This
PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of the 19 day of October, 2017 (the “Effective
Date”), by and between SPENST M. HANSEN, a natural person and resident of Utah, [***], a Utah corporation, [***], a
Utah limited liability company, [***], a Utah limited liability company, [***], a Utah business trust, and [***], a Utah limited liability
company (collectively “Seller”), and HIGH POWER EXPLORATION INC., a Delaware corporation, and HPX UTAH HOLDINGS
INC., a Utah corporation (collectively, “Buyer”).


 


RECITALS


 


WHEREAS,
Seller is the owner of certain patented and unpatented mining claims, and in other real property mining lands and related mineral interests,
located in Juab County, State of Utah, as more particularly identified on attached Exhibit A (the “Identified Interests”),
together with any and all of the following (collectively with the Identified Interests, the “Subject Property”,
as more particularly described in the conveyance terms and legal description contained in Schedule A to the attached Exhibit B):
(a) all right, title and interest of Seller in and to appurtenant easements and rights-of-way pertaining to the Identified Interests,
(b) any improvements and infrastructure located on the Identified Interests, (c) water rights, shares or interests, if any, appurtenant
to or used in connection with the Identified Interests, (d) any permits, leases or authorizations associated or used in connection with
the Identified Interests, and (e) other rights and interests appurtenant to or used in connection with the Identified Interests or otherwise
listed on Exhibit A; and


 


WHEREAS,
Buyer desires to purchase and acquire Seller’s interest in the Subject Property from Seller, and Seller desires to sell and convey
Seller’s interest in the Subject Property to Buyer, all subject to and in accordance with the terms and conditions of this Agreement.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the foregoing premises, the mutual covenants and agreements hereinafter set forth, and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, Seller and Buyer agree as follows:


 


1.             Sale
and Purchase. Subject to and upon the terms and conditions of this Agreement, Seller hereby transfers, grants and conveys to Buyer,
and Buyer hereby acquires from Seller, the Subject Property.


 


2.             Purchase
Price. The aggregate amount to be paid by Buyer to Seller for the acquisition of the Subject Property in accordance with the terms
and conditions of this Agreement shall be [***] (the “Purchase Price”). The Purchase Price shall be
payable as follows:


 


(a)            On
the Closing Date, Buyer shall pay to Seller [***].


 






    


     


    

 


(b)            The
remaining portion of the Purchase Price, equal to [***] (the “Remaining Balance”) shall be paid in [***] installments
on or before each subsequent six (6) month anniversary of the Closing Date until the full amount of the Purchase Price is paid. Buyer
shall have the right, at its sole discretion, to prepay all or any portion of the Remaining Balance at any time following the Closing
Date.


 


The
Purchase Price, including the Remaining Balance payments, shall be paid into escrow by wire transfer to a closing escrow account serviced
by an escrow agent selected by Buyer and approved by Seller (the “Escrow Agent”). Upon receipt of each of the
Purchase Price payments, the Escrow Agent shall, within two (2) business days of receipt of each respective Purchase Price payment from
Buyer, deliver such Purchase Price payment to Seller by check or wire transfer (as directed by Seller).


 


3.             Prorations
and Credits. Seller and Buyer agree that no prorations shall be made, nor credits given, and that Buyer covenants to pay all real
property taxes, assessments and other similar matters for the Subject Property.


 


4.             The
Closing. The closing (the “Closing”) of the transaction contemplated by this Agreement shall be held concurrent
with the execution of this Agreement (the “Closing Date”).


 


At
the Closing the following shall occur, all of which shall be considered as taking place simultaneously:


 


(a)            The
Seller shall execute and deliver to the Escrow Agent a fully-executed Special Warranty Deed (the “Deed”) for
the Subject Property in the form attached hereto as Exhibit B. The Escrow Agent shall hold the Deed, and deliver it to Buyer,
in accordance with the terms and conditions of Section 5 of this Agreement.


 


(b)            The
Buyer shall deliver to the Seller, the Purchase Price, as set forth in Section 2.


 


(c)            The
Seller and Buyer shall execute such documents and, further, take such other actions as are reasonably necessary and appropriate to effectuate
the Closing in accordance with this Agreement.


 


(d)            Buyer
shall pay all of the Escrow Agent’s fees and costs incurred with connection with the transaction, including the escrow account
for the Deed as set forth in Section 5. Following delivery of the Deed as outlined in Section 5, Buyer shall be responsible for the recording
of the Deed.


 


5.             Transfer
of Title. Following the Closing of the transaction contemplated by this Agreement, the Escrow Agent shall hold the Deed in escrow
until the entire Purchase Price (including the Remaining Balance) has been paid by Buyer to Seller in accordance with Section 2 of this
Agreement.


 


(a)            Upon
payment of the entire Purchase Price by Buyer in accordance with Section 2, the Escrow Agent shall release and deliver to Buyer the Deed.


 


(b)            If
Buyer fails or refuses to make payment of the Remaining Balance as set forth in Section 2, Seller shall have the right, following (1)
written notice of the alleged default to Buyer and the Escrow Agent, and (2) a thirty (30) day opportunity to cure by. Buyer following
receipt of the written notice, to direct the Escrow Agent to return the Deed to Seller. In such event, upon Seller’s receipt of
the Deed, Seller shall retain all previously paid Purchase Price payments, and this Agreement shall terminate and be of no further force
or effect and, except as set forth in Section 7, neither party shall have any claim or dispute against the other party arising out of
or pertaining in any way to this Agreement.


 






    2


     


    

 


6.             Buyer’s
Representations. The Buyer represents to Seller as of the date hereof as follows:


 


(a)            Buyer
has the requisite right, power and authority to enter into this Agreement without obtaining the consent or approval of any governmental
authority or any other person or entity to which Buyer may be subject.


 


(b)            Except
as set forth in Section 7, Buyer is purchasing the Subject Property on and in an as-is, where-is, and with all faults basis and condition,
subject to all defects, whether latent or patent, risks or liabilities, including, without limitation, any and all environmental defects,
risks, liabilities, or conditions. Except as expressly stated herein, Buyer is relying solely on its own and its agents’ or consultants’
investigations of the Subject Property with respect to all matters, as of the Effective Date. Buyer hereby agrees that it accepts the
Subject Property on and after the Closing Date on such basis and condition. Further, Buyer waives any and all right to claim, either
prior to, at, or after the Closing Date that the purchase and sale is or was on any other basis or condition. Buyer shall be deemed to
have released, discharged and acquitted Seller from any and all claims or causes of action, whatsoever, relating to the Subject Property.


 


7.             Seller’s
Representations. The Seller hereby represents to Buyer as of the date hereof as follows:


 


(a)            Seller
has the requisite right, power and authority to enter into this Agreement without obtaining the consent or approval of any governmental
authority or any other person or entity to which Buyer may be subject.


 


(b)            Seller
has not previously granted, conveyed, sold, mortgaged, pledged, hypothecated or otherwise transferred any interest in the Subject Property
to any other person or entity, and is not aware of any actual or threatened claim of title by any third party, by, through or under Seller,
but not otherwise, to the Subject Property, except as may be particularly identified in Exhibit A and described in Schedule A of the
Deed.


 


(c)             Except
as otherwise disclosed by Seller to Buyer in writing prior to Closing, Seller has not received written notice of any claims, actions,
suits, or other proceedings pending or threatened by any governmental department or agency, or any other entity or person, pertaining
to the Subject Property.


 


(d)            Other
than any general real property taxes for the year 2017, to Seller’s knowledge, there are no liabilities or obligations related
to the Subject Property which Seller is obligated to satisfy on, before or after the Closing.


 


8.             Areas
of Interest. Seller and Buyer acknowledge that Seller owns additional mining properties within the vicinity of the Subject Property,
and within the boundaries of the area designated as the Hansen Area of Interest, or “Hansen AOI” as identified on Exhibit
C attached hereto (the “Hansen AOI”), and Seller intends to continue to pursue mining development within
the Hansen AOI. As a condition to the Closing of the transaction contemplated by this Agreement, and the transfer of the Subject Property
from Seller to Buyer, Seller and Buyer agree as follows:


 


(a)             Following
the Closing Date, and for so long thereafter as Seller, or its successors or assigns, owns mining property interests within the Hansen
AOI, up to a maximum of  [***] years after the Closing Date, Buyer and its affiliates may stake or acquire mining property interests
within the boundary of the Hansen AOI as identified on Exhibit C attached hereto, provided that Buyer and its affiliates act in
accordance with the procedure described in sub-section (c) below.


 






    3


     


    

 


(b)            Following
the Closing Date, and for so long thereafter as Buyer, or its successors or assigns, owns the Subject Property, up to a maximum of
[***] years after the Closing Date, Seller and its affiliates may stake or acquire mining property interests within the boundary of the
 “HPX AOI” identified on Exhibit C attached hereto, provided that Seller and its affiliates act in accordance with
the procedure described in sub-section (c) below.


 


(c)            Seller
and Buyer agree that if either party or its affiliates (the “Acquiring Party”) stakes or acquires mining property interests
in the other party’s AOI, then the Acquiring Party shall give written notice within thirty (30) days after such event to the other
party or its affiliates (the “Other Party”). The Other Party shall have ninety (90) days from the date of that notice within
which to acquire such staked or acquired mining property interests from the Acquiring Party at the same price and cost, and under the
same terms, conditions and covenants, as transacted by the Acquiring Party.


 


9.             Cemetery
Site. The parties acknowledge the presence of the historic cemetery located within the patented mining claims Plymouth Rock Nos.
8 and 9 (Mineral Survey Number 3680), as identified and generally depicted on Exhibit D (the “Cemetery Site”).
The Buyer shall not disturb the Cemetery Site, and shall afford the site the proper reverence and respect. For the purpose of preserving
the Cemetery Site, the Seller shall retain title to the surface of the Cemetery Site, as well as the subsurface to the depth of fifty
(50) feet below the surface. Notwithstanding the foregoing, the Buyer shall be permitted to place drill holes and conduct other exploratory
activities within the Cemetery Site, so long as such activities are conducted in a nondestructive manner, do not disturb the grave sites
within the Cemetery Site, and afford the Cemetery Site the proper reverence and respect.


 


10.            Miscellaneous.
In addition to the foregoing, the parties to this Agreement agree as follows:


 


(a)            This
Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior
and contemporaneous agreements, representations and understandings of the parties with respect thereto. No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by all parties.


 


(b)           This
Agreement shall be binding upon, and shall inure to the benefit of the parties to it and their respective successors and assigns.


 


(c)            The
parties agree from time to time to execute such additional documents as are necessary to effect the intent of the parties as manifested
by this Agreement.


 


(d)           This
Agreement shall be governed by, and construed in accordance with, the laws of the State of Utah.


 


[Signatures
on Following Pages]


 






    4


     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the day and year first above written.


 


	 	SELLER:
	 
	 	SPENST M. HANSEN,
	 	a natural person and resident
    of Utah
	 
	 	/s/
    Spenst M. Hansen
	 	Dated
    this 19th day of October, 2017.
	 
	 	[***]
	 	a Utah corporation
	 
	 	/s/
    Spenst M. Hansen
	 	SPENST M. HANSEN, President
	 
	 	Dated
    this 19th day of October, 2017.
	 
	 	[***]
	 	a Utah limited liability company
	 
	 	/s/
    Spenst M. Hansen
	 	SPENST M. HANSEN, Its Manager
	 
	 	Dated
    this 19th day of October, 2017.
	 
	 	[***]
	 	a Utah limited liability company
	 
	 	/s/
    Spenst M. Hansen
	 	SPENST M. HANSEN, Its Manager
	 
	 	Dated
    this 19th day of October, 2017.


 






    


     


    

 


	 	SELLER (continued):
	 
	 	[***]
	 	a Utah business trust
	 
	 	/s/
    Spenst M. Hansen
	 	SPENST M. HANSEN, Its Authorized
    Trustee
	 
	 	Dated
    this 19th day of October, 2017.
	 
	 	[***]
	 	a Utah limited liability company
	 
	 	/s/
    Spenst M. Hansen
	 	SPENST M. HANSEN, Its Manager
	 
	 	Dated
    this 19th day of October, 2017.
	 
	 	BUYER:
	 
	 	HIGH POWER EXPLORATION INC.,
	 	a Delaware corporation
	 
	 	/s/
    Graham R.T. Boyd
	 	GRAHAM R.T. BOYD, Principal
    Geologist
	 
	 	Dated
    this 19th day of October, 2017.
	 
	 	HPX UTAH HOLDINGS INC.,
	 	a Utah corporation
	 
	 	/s/ Graham R.T. Boyd
	 	GRAHAM
    R.T. BOYD, Principal Geologist
	 
	 	Dated
    this 19th day of October, 2017.


 






    


     


    

 





 



 


EXHIBIT
A


 


 






 


(Description
of the Subject Property)


 


Certain patented
and unpatented mining claims, lands and water rights located in the Juab County, State of Utah, as more particularly described as follows:


 


Patented Mining
Claims –


 


	Mining Claim Name	 	Township	 	Range	 	Section	 	Quarter
    Section



 


This exhibit has been omitted pursuant
to Item 601(a)(5) of Regulation S-K because the information contained herein is not material and is not otherwise publicly disclosed.
The registrant undertakes to furnish supplementally a copy of this schedule to the Securities and Exchange Commission upon request.


 






    


     


    

 


	Unpatented Mining
    Claims –	 	 	 	 	 	 	 	 



 


	Mining Claim
    Name	 	Township	 	Range	 	Section	 	Quarter
    Section



 






    


     


    

 


Prospecting Application and Permits –


 


This schedule has been omitted pursuant to Item 601(a)(5) of Regulation
S-K because the information contained herein is not material and is not otherwise publicly disclosed. The registrant undertakes to furnish
supplementally a copy of this schedule to the Securities and Exchange Commission upon request.


 






    


     


    

 





 



 


EXHIBIT B


 


 






 


[***]


 


[***]


 


This exhibit has been omitted pursuant to Item 601(a)(5) of Regulation
S-K because the information contained herein is not material and is not otherwise publicly disclosed. The registrant undertakes to furnish
supplementally a copy of this schedule to the Securities and Exchange Commission upon request.  


 


Space Above For Recorder’s Use)


 






    


     


    

  





 



 


Schedule A


attached to Special Warranty Deed


 


 






 


Certain patented and unpatented mining claims, lands and water rights
located in the Juab County, State of Utah, as more particularly described as follows:


 


Patented Mining Claims –


 


	Mining Claim Name	 	Township	 	Range	 	Section	 	Quarter
    Section



 






    


     


    

 





	Unpatented Mining Claims –	 	 	 	 	 



 


	Mining Claim Name	 	Township	 	Range	 	Section	 	Quarter
    Section



 






    


     


    

 


RECORDING REQUESTED BY AND


WHEN RECORDED RETURN TO:


 


Stoel Rives, LLP


Attn: Richard R. Hall


201 S. Main St., Suite 1900


Salt Lake City, Utah 84111


 


(Space
Above For Recorder’s Use)


 





 



 


PARTIAL ASSIGNMENT AND ASSUMPTION


OF THE


COMBINED LEASE AGREEMENT DATED JUNE 1, 2015


 





 



 


THIS PARTIAL ASSIGNMENT AND
ASSUMPTION OF THE COMBINED LEASE AGREEMENT DATED JUNE 1, 2015 (the “Assignment”), is made and entered into
this 19th day of October, 2017 (the “Effective Date”), by and between SPENST M. HANSEN, an individual,
[***], a Utah corporation, [***], a Utah limited liability company, [***], a Utah limited liability company, [***], a Utah limited liability
company, [***], a Utah limited liability company, and [***], a Utah limited liability company (collectively, the “Assignor”),
collectively having a mailing address at 35 Mammoth Main Street, P.O. Box 190, Eureka, Utah 84628, and HPX UTAH HOLDINGS INC., a Utah
corporation, located and having a mailing address at 201 S. Main St., Suite 1100, Salt Lake City Utah 84111 (“Assignee”).
Assignor and Assignee may be referred to herein individually as a “Party,” and collectively as the “Parties.”


 


WITNESSETH:


 


THAT, Assignor, for and in
consideration of the sum of [***] and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
does hereby assign, transfer and convey unto Assignee all of Assignor’s right, title and interest in and to the lease rights in
and to those certain patented mining claims listed in Exhibit A hereto, and covered under the “Mineral Rights Lease” under
Part B of that certain Combined Lease Agreement dated June 1, 2015 (the “Mineral Lease”), a copy of which is
attached hereto as Exhibit B. This Assignment includes only those patented mining claims listed on Exhibit A attached hereto.


 


This Assignment is made and
accepted without covenants or warranties whatsoever, either express or implied, and Assignee, for itself and its successors and assigns,
agrees to assume and perform all the obligations of Assignor under Part B and Part C (only to the extent applicable to Part B) of the
Mineral Lease.


 






    


     


    

 


Assignor shall retain all rights and obligations
under Part A and Part C (only to the extent applicable to Part B) of the Mineral Lease.


 


Assignor shall give notice of this Assignment
to [***], the counter party under the Mineral Lease.


 


IN WITNESS WHEREOF, both Assignor and Assignee
have executed this Assignment effective as of the date first above written.


 


	 	ASSIGNEE:




 


	 	HPX UTAH HOLDINGS INC.,
	 	a Utah corporation
	 	 
	 	GRAHAM R.T. BOYD,
    Principal Geologist
	 	 
	 	Dated this 19th day of October, 2017.


 


 


	STATE OF UTAH	)	 
	 	)	ss.
	County of Salt Lake	)	 


 


On this 19th day of October, 2017
before me, the undersigned, a Notary Public in and for said state, personally appeared GRAHAM R.T. BOYD, known or identified to me to
be the PRINCIPAL GEOLOGIST of HPX UTAH HOLDINGS INC., a Utah corporation, that executed the instrument or the person who executed the
instrument on behalf of said corporation, and acknowledged to me that such corporation executed the same.


 


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


 





	 	 
	 	NOTARY PUBLIC for
	 	Residing at	 






	 	My commission expires:	 


 






    


     


    

 


ASSIGNOR:


 


	 	SPENST M. HANSEN,
	 	an individual
	 	 
	 	 
	 	 
	 	Dated
    this 19th day of October, 2017.
	 
	 	[***]
	 	a Utah corporation
	 
	 	 
	 	SPENST M. HANSEN, President
	 
	 	Dated this 19th
    day of October, 2017.
	 
	 	[***]
	 	a Utah limited liability company
	 
	 	 
	 	SPENST M. HANSEN, Its Manager
	 
	 	Dated this 19th
    day of October, 2017.
	 
	 	[***]
	 	a Utah limited liability company
	 
	 	 
	 	SPENST M. HANSEN, Its Manager
	 
	 	Dated this 19th
    day of October, 2017.


 






    


     


    

 


	 	[***]
	 	a Utah limited liability company
	 
	 	 
	 	SPENST M. HANSEN, Its Manager
	 
	 	Dated this 19th
    day of October, 2017.
	 
	 	[***]
	 	a Utah limited liability company
	 
	 	 
	 	SPENST M. HANSEN, Its Manager
	 
	 	Dated this 19th
    day of October, 2017.
	 
	 	[***]
	 	a Utah limited liability company
	 
	 	 
	 	SPENST M. HANSEN, Its Manager
	 
	 	Dated this 19th
    day of October, 2017.


 






    


     


    

 


	STATE OF UTAH	)	 
	 	)	ss.
	County of Salt Lake	)	 


 


On this 19th
day of October, 2017 before me, the undersigned, a Notary Public in and for said state, personally appeared SPENST M. HANSEN, an individual,
and executed the foregoing instrument.


 


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


 





	 	 
	 	NOTARY PUBLIC for
	 	Residing at	 






	 	My commission expires:	 


 


	STATE OF UTAH	)	 
	 	)	ss.
	County of Salt Lake	)	 


 


On this 19th day of October, 2017
before me, the undersigned, a Notary Public in and for said state, personally appeared SPENST M. HANSEN, known or identified to me to
be the President of [***], a Utah corporation, that executed the instrument or the person who executed the instrument on behalf of said
corporation, and acknowledged to me that such corporation executed the same.


 


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


 





	 	 
	 	NOTARY PUBLIC for
	 	Residing at	 






	 	My commission expires:	 


 



 






    


     


    

 


	STATE OF UTAH	)	 
	 	)	ss.
	County of Salt Lake	)	 


 


On this 19th day of October, 2017
before me, the undersigned, a Notary Public in and for said state, personally appeared SPENST M. HANSEN, known or identified to me to
be the Manager of [***], a Utah limited liability company, that executed the instrument or the person who executed the instrument on
behalf of said corporation, and acknowledged to me that such limited liability company executed the same.


 


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


 





	 	 
	 	NOTARY PUBLIC for
	 	Residing at	 






	 	My commission expires:	 


 


	STATE OF UTAH	)	 
	 	)	ss.
	County of Salt Lake	)	 


 


On this 19th day of October, 2017
before me, the undersigned, a Notary Public in and for said state, personally appeared SPENST M. HANSEN, known or identified to me to
be the Manager of [***], a Utah limited liability company, that executed the instrument or the person who executed the instrument on
behalf of said corporation, and acknowledged to me that such limited liability company executed the same.


 


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


 





	 	 
	 	NOTARY PUBLIC for
	 	Residing at	 






	 	My commission expires:	 


 






    


     


    

 


	STATE OF UTAH	)	 
	 	)	ss.
	County of Salt Lake	)	 


 


On this 19th day of October, 2017
before me, the undersigned, a Notary Public in and for said state, personally appeared SPENST M. HANSEN, known or identified to me to
be the Manager of [***], a Utah limited liability company, that executed the instrument or the person who executed the instrument on
behalf of said corporation, and acknowledged to me that such limited liability company executed the same.


 


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


 





	 	 
	 	NOTARY PUBLIC for
	 	Residing at	 






	 	My commission expires:	 


 


	STATE OF UTAH	)	 
	 	)	ss.
	County of Salt Lake	)	 


 


On this 19th day of October, 2017
before me, the undersigned, a Notary Public in and for said state, personally appeared SPENST M. HANSEN, known or identified to me to
be the Manager of [***], a Utah limited liability company, that executed the instrument or the person who executed the instrument on
behalf of said corporation, and acknowledged to me that such limited liability company executed the same.


 


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


 





	 	 
	 	NOTARY PUBLIC for
	 	Residing at	 






	 	My commission expires:	 


 






    


     


    

 


	STATE OF UTAH	)	 
	 	)	ss.
	County of Salt Lake	)	 


 


On this 19th day of October, 2017
before me, the undersigned, a Notary Public in and for said state, personally appeared SPENST M. HANSEN, known or identified to me to
be the Manager of [***], a Utah limited liability company, that executed the instrument or the person who executed the instrument on
behalf of said corporation, and acknowledged to me that such limited liability company executed the same.


 


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


 





	 	 
	 	NOTARY PUBLIC for
	 	Residing at	 






	 	My commission expires:	 


 



 






    


     


    

 



 


Exhibit A


 


Leased Patented Mining Claims


 


	Mining Claim Name	 	Township	 	Range	 	Section	 	Quarter Section




 


This exhibit has been omitted pursuant to Item 601(a)(5) of Regulation
S-K because the information contained herein is not material and is not otherwise publicly disclosed. The registrant undertakes to furnish
supplementally a copy of this schedule to the Securities and Exchange Commission upon request.


 






    


     


    

 


Exhibit B


 


Copy of the Combined Lease Agreement


 


This exhibit has been omitted pursuant to Item
601(a)(5) of Regulation S-K because the information contained herein is not material and is not otherwise publicly disclosed. The registrant
undertakes to furnish supplementally a copy of this schedule to the Securities and Exchange Commission upon request.


 






    


     


    

 


 


 


COMBINED LEASE
AGREEMENT 


 


This AGREEMENT, effective as of June 1,
2015 (“Effective Date”),


 


By and Between:


 


[***] and [***] Joint Tenants 


Of 


[***] 


(Hereinafter referred to as “the [***]”)


 


 


And


 


SPENST HANSEN, an Individual, 


AND 


[***], a Utah corporation 


[***], a Utah limited liability company 


[***], a Utah limited liability company 


[***], a Utah limited liability company 


[***], a Utah limited liability company 


[***], a Utah limited liability company 


Of 


[***] 


(Hereinafter collectively referred to as
 “Hansen & Companies”)


 


 


 


WITNESSETH:





 


 


For the exchange of the various leasing rights, privileges, obligations
and commitments expressed in the three Parts below, and for other good and valuable consideration of the covenants to be made and performed
hereunder, the receipt and sufficiency of which is hereby acknowledged, the [***] and Hansen & Companies do each, jointly and
severally for and on behalf of their constituent parts and parties, enter into this Combined Lease Agreement.


 


This Combined Lease Agreement consists of Part A, the specific
terms and conditions applicable to a Grazing leasehold; Part B, the specific terms and conditions applicable to a Minerals Rights
leasehold; and Part C, the general terms and conditions applicable to both leaseholds as set forth in Parts A and B separately,
all as follows:


 


PART A: GRAZING LEASE


 


This component of the Combined Lease Agreement is a Grazing Lease
by and between Hansen & Companies as Owners, AND the [***] as Lessee.


 






    


     


    

 


ENT       2506:2016
PG 2 of 8


 


1.            GRANT
OF LEASE. Owners grant to Lessee an exclusive Grazing Lease with the right to graze livestock and sheep on the Owners’ [***] acres of privately owned lands, consisting of patented lode mining claims, situate in Juab and Utah Counties, Utah, in the following
Townships/Ranges:  [***].


 


2.            TERM
OF LEASE. A. Primary Term. Lessee shall hold the above-described rights and interests for a primary term of Ten (10) years
from the effective date inscribed above. This Grazing Lease shall not automatically terminate at the end of any leasing term period,
but shall terminate only upon default of a material term of this Combined Lease Agreement.


 


B.            Option
to Extend Term. Lessee shall have the right to extend the primary term of this lease for multiple extended terms of five-years each
that shall commence immediately upon the end of the previous term period, by delivering written notice to Owners.


 


3.            HOLD-HARMLESS
PROVISION. Owners and Lessee are aware that natural and other hazards to livestock and sheep exist on the above-described leased
premises. Accordingly, Lessee hereby agrees to hold Owners harmless for any accident, loss or other harm that may occur to any of the
Lessee’s livestock and/or sheep while on the Owners’ premises.


 


* * * * * * * * *


 


PART B: MINERAL RIGHTS LEASE


 


This component of the Combined Lease Agreement is a Mineral Rights
Lease by and between the [***] as Lessor, AND Hansen & Companies as Lessee.


 


1.            GRANT
OF LEASE. Lessor grants, leases and lets exclusively unto Lessee the right and privilege of exploring for, mining, producing, and
selling minerals and ores from the lands described on Exhibit “A” attached hereto and made a part hereof, containing
[***] acres, more or less, situated in Juab and Utah counties, State of Utah (hereinafter referred to as “Leased Premises”).
This leasehold grant includes the rights to explore and develop the minerals and ore under the surface of the Leased Premises, and the
rights to mine, produce and sell the same, and the unrestricted rights of ingress and egress to and from the Leased Premises. Lessor
further grants to Lessee the right to make underground excavations, tunnels, shafts, openings, and other underground improvements as
may be necessary or convenient for the carrying out of exploration, development, mining and processing of such minerals and ores. The
above-mentioned rights, or so much thereof as are necessary and useful for the carrying on of exploration, development, mining and processing
operations, may be exercised in connection with the mining of minerals and ores from other lands adjacent to the Leased Premises.


 


2.            TERM
OF LEASE. A. Primary Term. Unless sooner terminated by the provisions hereof, Lessee shall hold the above-described rights
and interests for a primary term of TEN (10) years from the effective date inscribed above. Said primary term and any extended term
shall be referred to herein as the “Term.”


 






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B. Option to Extend Term. Lessee shall have the
right to extend the Term of this lease for multiple extended terms of five-years, by delivering written notice to Lessor.


 


3.            RESERVATIONS &
EXCEPTIONS FROM LEASE. Reserving, however, to the Lessor:


 


A. Exc1usive Right to and Use of Surface.
Lessor specifically reserves the rights of unlimited use of, and of all ingress and egress upon, the surface for grazing livestock and
sheep, and for all similar purposes, as granted under Part A above. Lessee expressly warrants and covenants that Lessor’s
grazing rights shall have priority with respect to the surface pertaining to the Leased Premises. Lessee agrees not to interfere with
or disturb such grazing activities. In the event of surface disturbance, Lessee agrees to reclaim said surface displacement in a reasonable
time and manner.


 


B. Other Purposes. Lessor retains the right
to use or lease the surface of said Leased Premises, or any part thereof at any time, and for any purpose, other than for exploration
and development of underground minerals and ores and underground mining, which other use and leasing of said surface shall at all times
be subject to the dominant mining rights and privileges herein specifically granted to Lessee.


 


C. Inspection. Lessor retains the right
at all times during the Term of this Part B of the Combined Lease Agreement to go upon said Leased Premises and every part thereof
for the purpose of inspecting the same and of ascertaining whether or not Lessee, and those holding by and under Lessee, are carrying
out the terms, covenants, and agreements contained in this Combined Lease Agreement.


 


4. PRODUCTION ROYALTY. A.     “Net
Smelter Return Royalty;” Definition. Lessee agrees to pay to Lessor  [***] Net Smelter Return Royalty (herein, “Production
Royalty”) on minerals, ores and products therefrom, produced and sold from the Leased Premises during the Term of Part B of
this Combined Lease Agreement. As used herein, the term “Production Royalty” means [***] of the amount paid to Lessee by a smelter,
refiner, or other purchaser for ores, metals, concentrates, precipitates, cathodes, leachate solutions, or other products mined and sold
by Lessee from the Leased Premises during the Term of Part B of this Combined Lease Agreement, less a deduction of all costs paid
by Lessee for sampling and assaying, milling, concentrating, processing, smelting and refining the mined ores to yield a saleable product,
and less the cost of all transportation (including packaging and insurance) of ore and products from the Leased Premises to the point
of sales, and less any taxes or other levies imposed by government upon the mining, production or sale of minerals or products therefrom.


 


B. Definition of “Minerals” and
 “Product.” As used herein, “minerals” means all valuable minerals or ores containing metals or other valuable
constituents, non-metallic industrial metals or rocks, clay, soil sand and gravel; “product” means any valuable metal substance
or material produced from or in connection with the mining and/or processing of metalliferous minerals, and excludes petroleum, coal
or hydrocarbon fuels. Lessor shall be entitled to Production Royalty only if minerals and ores are removed from property owned by the
Lessor.


 


C. Calculation of Royalty. All Production
Royalties shall be calculated on a calendar-quarter basis, and shall be paid to Lessor following the end of each quarter, within thirty
days after receipt by Lessee of final payment during that quarter for such ores or products. Production Royalty shall not be paid on
ores or products which are stockpiled upon the Leased Premises, or which are not recovered and sold by the Lessee or for which payment
is not made to the Lessee by the purchaser thereof. Failure to pay Production Royalty to Lessor when due shall be grounds for Lessor
to cancel Part B of the Combined Lease Agreement if payment is not made within 30 days after Lessor delivers written notice to Lessee.


 






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5. MINING METHODS. Lessee shall use such
methods of mining as shall insure the extraction of the greatest possible ores consistent with prevailing good mining practice. Lessee
agrees not to allow pits or excavations to become a hazard to persons or livestock.


 


6. WEIGHT OF MINERAL BEARING ORES. It is
agreed that ore mined and taken from the Leased Premises shall be weighed and the weight thereof shall be entered in due form in books
kept for such purposes by Lessee. It is agreed that the term “ton” as used herein means a ton of 2,000 pounds as shown by
official railroad scale tickets, or by weight determined at the mine site scale, or by weightometer.


 


7. CO-MINGLING. Ores from the Leased Premises
may be co-mingled with ores from other properties, provided that mined ores shall be weighed and assayed prior to co-mingling, and proper
records of ores produced and valued derived from each property are kept by Lessee.


 


8. REPORTS. After mining operations have
begun, Lessor has the right to request and receive from Lessee quarterly reports, setting forth the exact amount weighed and assayed,
and all net revenues received or due for all ores mined and sold from the Leased Premises during the calendar quarter requested.


 


9. RIGHT OF REMOVAL. In the event Part B
of the Combined Lease Agreement is terminated by forfeiture, surrender, cancellation, or the expiration of Term, the Lessee may, within
one hundred eighty (180) days after termination, remove all of its equipment from the Leased Premises, and such removal shall be accomplished
without unnecessary waste or injury to the Leased Premises. Improvements or equipment remaining on the Leased Premises after one hundred
eighty days shall become the property of Lessor.


 


* * * * * * * * *


 


PART C: TERMS & CONDITIONS APPLICABLE TO PARTS
A and B


 


This component of the Combined Lease Agreement is by and between the
[***] and expresses the general terms and conditions applicable to Part A and Part B, above.


 


1. TITLE AND INTEREST. A. Covenant of
Title. Each party hereby represents and covenants to the other that to the best of its knowledge and belief that it holds the full
surface and mineral title to the leasehold estate in undivided, fee-simple interest, and it has not assigned or encumbered the surface
or mineral title, as applicable. Each party agrees that the other may, as applicable, pay and discharge any taxes, mortgages or other
liens existing, levied or assessed on or against the applicable leasehold property, and shall have the right but not the obligation to
cure any title defects. Each party shall cooperate with the other party and shall execute all documents and take such steps as either
party may reasonably request in connection with such action.


 



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PG 5 of 8


 


B. Other Than Entire Fee-Simple Interest.
In the event that the true and actual surface and/or mineral interest owned by a party in a leasehold estate is anything less than the
entire and undivided fee simple title as specified herein, then the rights and privileges shall be applicable proportionately. In the
event that a party does not own the surface estate and the other party is obligated to pay fee or surface damages to the true and actual
owner, then the full amount paid shall be set off against any payments due.


 


2. COMPLIANCE WITH LAW. Each party covenants
and agrees during the continuance of this Combined Lease Agreement that it will fully comply with all the provisions, terms and conditions
of all federal, state and local laws, regulations, ordinances and rules.


 


3. NOTICES. It is agreed that any notice
required or permitted to be given under the provisions of this Combined Lease Agreement may be delivered in person or sent by private
courier or certified U.S. Mail (return receipt requested) to the address set forth at the beginning of this Agreement, or to such other
address as a party may indicate in writing to the other, and such delivery shall be deemed sufficient and in full compliance with the
terms of this Agreement. Notices sent by private courier or certified mail shall be considered delivered on the date set forth in the
receipt, or when unsuccessful delivery was attempted.


 


4. ASSIGNMENT. Either party shall have
the right to assign this lease as to all or part of the interest of the other, and as to all or any part of the leasehold estates covered
hereby.


 


5. TAXES. During the period of this Combined
Lease Agreement, each party shall separately pay the property taxes levied or assessed upon or against its own property.


 


6. DEFAULT AND TERMINATION. A. Default;
Procedures Before Termination or Forfeiture. It is agreed that this Combined Lease Agreement shall not be deemed forfeited or terminated
for failure by one party to perform in whole or in part any of the covenants until after thirty (30) days following delivery of written
notice of default to that party. If default is contested, and the notified party shall have been finally judicially determined that such
default or failure exists, then the defaulting party shall be given a reasonable time therefrom to cure the default or failure, or otherwise
comply with any such covenant. Only upon failure to cure shall termination occur.


 


B. Termination By Surrender. A party may
surrender its applicable rights under either Part A or Part B, and thereby terminate that applicable Part of this Combined
Lease Agreement at any time by delivering written notice to the other party. In such case, each party may retain the benefit of performance
of all past obligations as full liquidation damages. The remaining Parts shall continue in force unless and until the parties have surrendered
both Part A and Part B. Upon surrender of both Parts, all rights and privileges, on the one hand, and all obligations and commitments
on the other hand, shall immediately cease.


 


7. ENFORCEMENT. All prior agreements are
revoked and are hereby deemed null and void. This Agreement shall be applicable to all successors of the parties and shall be governed
by the laws and construed by the courts and administrative agencies of the State of Utah. Should it become necessary to enforce any provision
of this Combined Lease Agreement, the party prevailing in such action or effort shall be entitled to recover all direct costs incurred
to enforce its rights, including reasonable attorney, expert and witness fees.


 






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PG 6 of 8


 


IN WITNESS WHEREOF, the undersigned have executed this Combined Lease
Agreement to be effective on the day and year first above written:


 


[***] and [***], Joint Tenants


 


	/s/ [***]	 	[***]
	[***], as Joint Tenant	 	[***], as Joint Tenant


 


SPENST HANSEN


 


	/s/ Spenst Hansen	 
	For and on Behalf of:	 
	HIMSELF, as an Individual	 
	[***], a Utah corporation, as its President
	[***], a Utah limited liability company, as its Manager
	[***], a Utah limited liability company, as its Manager
	[***], a Utah limited liability company, as its Manager
	[***], a Utah limited liability company, as its Manager
	[***], a Utah limited liability company, as its Manager


 


ACKNOWLEDGMENTS


 


	STATE OF UTAH	)	 
	 	 	SS.	 
	COUNTY OF	UTAH	)	 


 


On the 29th day of July , 2015,
before me a Notary Public in and for said County and State, personally appeared [***], Joint Tenant, who being duly sworn did state that
he executed the above instrument on behalf of himself and the joint tenancy.


 


	 	
	/s/ Keith Clay O’Dell	 
	Notary Public	 
	My Commission Expires	1/13/19
	 	 


 






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PG 7 of 8


 


	STATE OF UTAH	)	 
	 	 	SS.	 
	COUNTY OF	UT	)	 


 





On the 29 day of July, 2015, before me a Notary Public in and for
said County and State, personally appeared [***], Joint Tenant, who being duly sworn did state that he executed the above instrument
on behalf of himself and the joint tenancy.


 


	/s/
    Keith Clay O’Dell	 	

	Notary Public	 
	My Commission Expires	1/13/19



 


	STATE OF UTAH	)	 
	 	 	SS.	 
	COUNTY OF	UTAH	)	 


 


On the 12 day of June, 2015, before me a Notary Public in and for
said County and State, personally appeared SPENST HANSEN, who being duly sworn did state that he is the President of [***], a Utah corporation,
and the Manager of the following Utah limited liability companies: [***], [***], [***], [***] and [***] and that he executed the above instrument on behalf
of himself and of said business entities by authority of their representative Board and/or Members, and he acknowledged to me that he
and said business entities each did execute the same.


 





	/s/ Benjamin Glazner	 	

	Notary Public	 
	My Commission Expires	7/28/2017


 






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       2506:2016 PG 8 of 8


 


EXHIBIT A


 


This exhibit has been omitted pursuant to Item 601(a)(5) of Regulation
S-K because the information contained herein is not material and is not otherwise publicly disclosed. The registrant undertakes to furnish
supplementally a copy of this schedule to the Securities and Exchange Commission upon request.


 


	COUNTY	 	Card #	 	CLAIM NAME	 	Surv/Lot
    #	 	ACRES	 	Location




  






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ASSIGNMENT 


 


 






 


For [***] and other good and valuable consideration,
receipt and sufficiency of which is hereby acknowledged, [***], a Utah corporation, having a mailing address of [***] (the “Assignor”),
as Assignor, to and for the benefit of HPX UTAH HOLDINGS INC., a Utah corporation, located and having a mailing address at 201 S. Main
St., Suite 1100, Salt Lake City Utah 84111 (the “Assignee”), as Assignee, sells, assigns, and transfers
to the Assignee and the Assignee hereby accepts, all right, title, and interest in and to the three (3) Prospecting Application
and Permits filed by Assignor with the US Bureau of Land Management, as more particularly described in the attached Exhibit A.


 


IN WITNESS WHEREOF, Assignor and Assignee have
executed and delivered this Assignment by their duly authorized representatives as of October 19, 2017.


 


	ASSIGNOR:	 
	 	[***]
	 	a Utah corporation
	 	 
	 	 
	 	Spenst M. Hansen, President
	 	 
	 	Dated this 19th day of October,
    2017.
	 	 
	ASSIGNEE:	 
	 	HPX UTAH HOLDINGS INC.,
	 	a Utah corporation
	 	 
	 	 
	 	GRAHAM R.T. BOYD, Principal Geologist
	 	 
	 	Dated this 19th day of October,
    2017.


 






    


     


    

 


EXHIBIT A


 


Prospecting Application and Permits –


 


This exhibit has been omitted pursuant to Item 601(a)(5) of Regulation
S-K because the information contained herein is not material and is not otherwise publicly disclosed. The registrant undertakes to furnish
supplementally a copy of this schedule to the Securities and Exchange Commission upon request.


 



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EXHIBIT C


 


 






 


(Depiction of the Areas of Interest)


 


This exhibit has been omitted pursuant to Item
601(a)(5) of Regulation S-K because the information contained herein is not material and is not otherwise publicly disclosed. The registrant
undertakes to furnish supplementally a copy of this schedule to the Securities and Exchange Commission upon request.


 



    


     


    

 


 






 


EXHIBIT D


 


 






 


(Description of the Cemetery Site)


 


This exhibit has been omitted pursuant to Item
601(a)(5) of Regulation S-K because the information contained herein is not material and is not otherwise publicly disclosed. The registrant
undertakes to furnish supplementally a copy of this schedule to the Securities and Exchange Commission upon request.