Exhibit
10.13


 





 



 


PURCHASE
AND SALE AGREEMENT


(Gemini
Group Properties)


 


 






 


This
PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into as of the 4th day of October, 2018 (the
 “Effective Date”), by and between [***], a Utah limited liability company, [***], a Utah limited liability
company, [***], a Utah corporation, [***], a Nevada corporation, [***], a Utah limited liability
company, and [***], a Utah business trust (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 mining claims located in Juab County (only), State of Utah, as more particularly described on
attached Exhibit A (the “Mining Claims”), less and excepting those certain surface rights that are reserved
and retained by Seller, as more particularly identified by table and described in Exhibit A as the “Gemini Town Area
Excluded Surface Rights”). As thusly qualified, Seller desires to sell to Buyer the Mining Claims, together with
any and all interests, rights and appurtenances thereto, and with any and all tenements, hereditaments, and appurtenances thereunto belonging
(collectively with the Mining Claims, the “Subject Property”); 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 set forth in Exhibit B attached hereto.


 


3.       Prorations
and Credits. Buyer and Seller agree that Buyer shall pay all closing costs and all real property taxes, assessments and other similar
matters pertaining to the Subject Property, including those due on November 30, 2018, and that no prorations or credits are to be made
or due.


 


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”).


 












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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 Metro National Title Company (the “Escrow Agent”) a fully-executed Special
Warranty Deed (the “Deed”) for the Subject Property in the form attached hereto as Exhibit C. 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
Seller and Buyer shall execute and deliver to the Escrow Agent the Escrow Agreement and Instructions.


 


(c)       The
Buyer shall deliver to the Seller, the Purchase Price, as set forth in Exhibit B.


 


(d)       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.


 


(e)       Buyer
shall pay all of the Escrow Agent’s fees and costs incurred in connection with the transaction. Following delivery of the Deed,
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 has been paid by Buyer to Seller in accordance with Exhibit B of this Agreement.


 


(a)       Upon
payment of the entire Purchase Price by Buyer in accordance with Exhibit B, 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 Exhibit B, 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
Deed, Seller shall retain all previously paid Purchase Price payments as liquidate damages, and this Agreement shall terminate and be
of no further force or effect.


 


(c)       If
Buyer terminates this Agreement as set forth in Section 10 of this Agreement, the Escrow Agent shall return the Deed to Seller. In such
event, upon Seller’s receipt of Deed, Seller shall retain all previously paid Purchase Price payments, and this Agreement shall
terminate and be of no further force or effect.


 


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 of 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.


 






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(c)       Buyer
agrees, during the term of this Agreement, to provide Seller, upon its reasonable request, with the right to access, enter upon and inspect
the Subject Property; and Buyer further agrees to provide Seller with access to and copies of all technical, interpretative and other
consultative data and reports (geologic, geochemical, and geophysical).


 


(d)       Buyer
agrees, that if this Agreement terminates pursuant to Section 5(b) of this Agreement, to surrender the Subject Property to Seller and
to defend, indemnify and hold Seller harmless regarding all of Buyer’s obligations, liens and other liabilities (i) to its third
party contractors, suppliers, and the like, and (ii) for all reclamation and remediation resulting from Buyer’s activities after
the Effective Date; and Buyer further agrees to remove all of Buyer’s personal property from the Subject Property within six (6)
months after Buyer’s termination and surrender under this Agreement, or such personal property shall become the property of the
Seller after the six-month period.


 


7.       Seller’s
Representations. The Seller 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 any actual or threatened claim of title by any third party, by, through or under Seller,
but not otherwise, to the Subject Property.


 


(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 2018, 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.


 


(e)       Seller
agrees, during the term of this Agreement, that Buyer shall have all necessary access to, entry upon, and use of the Subject Properties
to conduct mining exploration and development activities; and Seller further agrees to execute such documents and take all other actions
as are reasonably necessary and appropriate for Buyer to effectuate these activities.


 






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8.       Seller’s
and Buyer’s Respective Mining Activities. Seller and Buyer understand and agree as follows:


 


(a)       Seller
has retained and reserved unto itself, and its affiliates, heirs and assigns, all ownership of the “Gemini Town Area Excluded
Surface Rights”, identified in Table 2 of Exhibit A, which pertain to certain building lots and the Mammoth Mine
Center in the Mammoth town area. Buyer understands and agrees that Seller shall preserve its ongoing surface ownership of the Mammoth
town area properties, improvements, and related activities, after the Effective Date hereof.


 


(b)       Seller
understands and agrees that Buyer desires to conduct exploration and development activities at the Subject Property. Seller further agrees
that during the term of this Agreement Buyer shall have the right, with respect to the entirety of the surface and mineral estates of
all of the Subject Property, to enter onto and undertake mining exploration, investigation and development activities, to sample and
conduct exploratory drilling activities, and conduct metallurgical analysis.


 


(c)       Seller
and Buyer agree to keep each other reasonably informed of their respective proposed and actual activities referred to above in this Section,
and to not unreasonably interfere with the other party’s activities or other rights, but to work with the other party in achieving
workable alternatives for both, when necessary.


 


9.       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 effectuate 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, and the United States of America.


 


(e)       Concurrent
with the execution of this Agreement, the parties shall execute and acknowledge a memorandum of this Agreement in the form attached hereto
as Exhibit D. The executed memorandum of agreement shall be recorded in real estate records of Juab and Utah Counties, Utah. This
Agreement will not be recorded.


 


10.       Termination.
Buyer shall have the right to terminate this Agreement at any time upon written notice to Seller and the Escrow Agent, in which event,
Section 5(c) of this Agreement shall apply.


 


[Signatures
on Following Page]


 












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


 


	 	SELLER:
	 	 
	 	[***]
	 	a
    Utah limited liability company
	 	 
	 	/s/
    Spenst M. Hansen
	 	By:
    SPENST M. HANSEN, Its Manager
	 	 
	 	Dated
    this 4th day of October, 2018.
	 	 
	 	[***]
	 	a
    Utah limited liability company
	 	 
	 	/s/
    Spenst M. Hansen
	 	By:
    SPENST M. HANSEN, Its Manager
	 	 
	 	Dated
    this 4th day of October, 2018.
	 	 
	 	[***]
	 	a
    Utah corporation
	 	 
	 	/s/
    Spenst M. Hansen
	 	By:
    SPENST M. HANSEN, Its President
	 	 
	 	Dated
    this 4th day of October, 2018.
	 	 
	 	[***]
	 	a
    Nevada corporation
	 	 
	 	/s/
    Spenst M. Hansen
	 	By:
    SPENST M. HANSEN, Its President
	 	 
	 	Dated
    this 4th day of October, 2018.





 









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	 	SELLER
    (cont’d):
	 	 
	 	[***]
	 	a
    Utah limited liability company
	 	 
	 	/s/
    Spenst M. Hansen
	 	By:
    SPENST M. HANSEN, Its Manager
	 	 
	 	 	Dated
    this 4th day of October, 2018.
	 	 
	 
	[***]
	 	a
    Utah business trust
	 	 
	 	/s/
    Spenst M. Hansen
	 	By:
    SPENST M. HANSEN, Its Primary Trustee
	 	 
	 	 	Dated
    this 4th day of October, 2018.


 






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	 	BUYER:
	 	 
	 	HIGH POWER EXPLORATION, INC.,
	 	a Delaware corporation
	 	 
	 	/s/
    Eric Finlayson
	 	By: ERIC FINLAYSON, Its President
	 	 
	 	 	Dated this 4th day of October, 2018.
	 	 
	 	HPX UTAH HOLDINGS INC.,
	 	a Utah corporation
	 	 
	 	/s/
    Eric Finlayson
	 	By: ERIC FINLAYSON, Its Director
	 	 
	 	 	Dated this 4th day of October, 2018.


 






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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.


 






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EXHIBIT
B


 





 



 


Purchase
Price Payment Schedule


 


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


 





 



 


(Special
Warranty Deed)


 


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
D


 





 



 


(Memorandum
of Purchase and Sale 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.


 









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