Exhibit
10.12


 



DEBT
REINSTATEMENT AGREEMENT


 


THIS
DEBT REINSTATEMENT AGREEMENT (this “Agreement”) is dated as of June 8, 2022


 


BETWEEN:


 


LODE
STAR GOLD, INC., a Nevada corporation having an address at 13529 Skinner Road, Suite N, Cypress, TX 77429


 


(“LSG”)


 


AND:


 


LODE-STAR
MINING INC., a Nevada corporation having an address at 1 East Liberty Street, Suite 600, Reno, NV 89501


 


(“LSM”)


 


WHEREAS: 


 


		A.	LSG
                                            and LSM are parties to a settlement and termination agreement dated January 12, 2022 (the
                                            “Settlement Agreement”), pursuant to which they agreed to terminate the
                                            mineral option agreement between them dated effective October 4, 2014, as amended on October
                                            31, 2019 (together, the “Option Agreement”) and LSG agreed to forgive
                                            an aggregate of $2,223,894 owing by LSM to LSG in accrued, unpaid indebtedness under the
                                            Option Agreement as of the date thereof (the “Debt”); and



 


		B.	Due
                                            to certain changes in the affairs of the parties since the date of the Settlement Agreement,
                                            the parties desire to enter into this Agreement in order to reinstate the Debt as a valid
                                            and binding obligation of LSM.



 


NOW
THEREFORE, in consideration of the premises and mutual covenants set forth herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


		1.	The
                                            Debt is hereby reinstated as if it was never forgiven by LSG, with the effect that, among
                                            other things, it shall immediately be reflected as an asset of LSG and a liability of LSM
                                            on their respective financial statements. For greater certainty, the Debt shall automatically
                                            assume the characteristics it held immediately prior to the execution and delivery of the
                                            Settlement Agreement but shall not be deemed to have accrued any interest between the date
                                            of the Settlement Agreement and the date of this Agreement (the “Intervening Period”).



 


		2.	Notwithstanding
                                            anything to the contrary in either the Option Agreement or the Settlement Agreement, no penalty
                                            or other payments shall be deemed to have accrued or become payable by LSM to LSG in respect
                                            of the Debt during the Intervening Period.





     


     


    


		3.	In
                                            partial consideration for the reinstatement of the Debt, LSG covenants and agrees to immediately
                                            convert the Debt, as well as any other amounts that may be owing by LSM to LSG as of the
                                            date hereof, into shares of LSM’s common stock at a price of $0.037 per share pursuant
                                            to a debt conversion agreement that the parties are executing concurrently herewith.



 


		4.	Each
                                            party represents and warrants to the other party that: (a) it has the full right, power
                                            and authority to enter into this Agreement and to perform its obligations hereunder; (b) the
                                            execution of this Agreement and the performance of its obligations hereunder do not and will
                                            not violate any agreement to which it is a party or by which it is bound; and (c) when
                                            executed and delivered, this Agreement will constitute a legal, valid and binding obligation
                                            of such party, enforceable against such party in accordance with its terms.



 


		5.	Each
                                            party further represents and warrants that such party has (a) carefully read and understands
                                            the contents of this Agreement; (b) received independent legal advice from counsel of such
                                            party’s choosing in connection with the subject matter hereof, and such advice is reflected
                                            in the provisions of this Agreement; and (c) not been influenced to any extent whatsoever
                                            in doing so by the other party or any other person, except for those representations, statements
                                            and promises expressly set forth herein.



 


		6.	Each
                                            party agrees to perform and instruct its agents to perform such further acts, to execute
                                            such further documents and to do such further and other things as may appropriate, necessary
                                            or desirable to carry out the full intent and meaning of this Agreement.



 


		7.	This
                                            Agreement contains the entire agreement between the parties with respect to the subject matter
                                            hereof, and the contents of this Agreement constitute a binding contract and nothing herein
                                            contained is a mere recital.



 


		8.	This
                                            Agreement shall inure to the benefit of and be binding upon the parties and their successors
                                            and permitted assigns.



 


		9.	In
                                            the event that any provision of this Agreement is held to be void, voidable or unenforceable,
                                            the remaining provisions hereof shall remain in full force and effect.



 


		10.	Each
                                            person executing this Agreement on behalf of a party represents and warrants that such person
                                            is authorized to execute this Agreement on behalf of that party and that the execution of
                                            this Agreement is the lawful act of each of that party and therefore binds that party.



 


		11.	This
                                            Agreement may only be amended, assigned or transferred with the express written consent of
                                            each of the parties.



 


		12.	All
                                            references to currency in this Agreement are to United States dollars.



 


		13.	This
                                            Agreement may be executed and delivered electronically and in any number of counterparts,
                                            each of which constitute an original and all of which together shall constitute one and the
                                            same agreement.



 


		14.	This
                                            Agreement shall be governed by and construed in accordance with the laws of the State of
                                            Nevada and the federal laws of the United States of America applicable therein.





    - 2 - 


     


    


IN
WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.


 





	LODE STAR GOLD, INC.	 	LODE-STAR MINING INC.
	 	 	 	 	 
	By:	/s/ Lonnie
  Humphries	 	By:	/s/ Mark Walmesley
	 	Name:Lonnie Humphries	 	 	Name:Mark Walmesley
	 	Title:President	 	 	Title:CEO





    - 3 -