Exhibit 10.5


 


 


KING SOLOMON PROPERTY


EXPLORATION AND MINING LEASE WITH OPTION
TO PURCHASE AGREEMENT


 


This Exploration and Mining Lease with
Option to Purchase Agreement (the “Agreement”) is made and entered into effective as of 4 day of November
4, 2014 (the “Effective Date”) by and between Mountain Gold Claims, LLC Series 9, a Nevada series limited
liability company (the “Owner”), and Consolidated Goldfields Corporation, a Montana corporation
(the “Lessee”). Owner and Lessee are sometimes collectively referred to herein as (the “Parties”)
and individually as a (the “Party”).


 


RECITALS


 


A.           Owner
owns or controls certain mining claims identified on Exhibit A attached hereto located in the Danville Mining District, Nye County,
Nevada. The mining claims together with a defined Area of Interest (as defined below) are described in Exhibit A attached hereto
and collectively shall be referred to as the “Property”.


 


B.           Owner
desires to lease the Property to Lessee and to grant to Lessee the Option to Purchase (as defined below) one hundred percent (100%)
of the Property that includes the Mineral Rights, Royalty and Royalty Rights to the Property on the terms and conditions of this
Agreement.


 


C.           Lessee
desires to lease (the “Lease”) the Property from Owner subject to the terms of this Agreement.


 


D.           The
Parties wish to formalize the Exploration and Mining Lease with Option to Purchase Agreement by entering into this Agreement.


 


AGREEMENT


 


NOW THEREFORE, in consideration of their mutual promises,
the parties agree as follows:


 


1       Definitions. The following defined
terms, used in this Agreement, shall have the meanings described below:


 


1.1           “Acquired
Rights and Interests” means any and all rights, titles and interests in the Property.  


 


1.2           “Area
of Interest” or “AOI” means the geographic area and legal description exterior to the boundary of
the Claims as they exists on the Effective Date and as described in Exhibit A.  


 


1.3           “Closing”
means the delivery and exchange of documents and payments described in the Closing of the Option to Purchase in Section 5 and Exhibit
C.


 


1.4           “Closing
Date” means the date on which Lessee completes the Option to Purchase.


 


1.5           “Claims”
means all rights, titles and interests of unpatented mining claims located and recorded with the Bureau of Land Management and
with Nye County, Nevada as described in Exhibit A.


 


1.6           “Data”
means any and all factual and interpretative, original and copies of all written, hard copy and digital geological, geochemical,
metallurgical and geophysical data, including but not limited to reports, documents, correspondences, maps, drill logs, drill chips
trays, core, coarse rejects, pulps, core tests, hand samples, surveys, assays, analyses, production reports, operations, technical,
accounting and financial records, and all other information present, acquired, generated, delivered to or in Lessee’s possession
pertaining to the Property and Owner’s interest therein.


 


1.7           “Effective
Date” means November 4, 2014, regardless of the signatures execution dates.


 


1.8           “Environmental
Laws and Regulations” means any applicable Federal, State, County or local environmental laws (including common law),
statutes, rules, regulations, ordinances, permits, licenses, requirements, agreements or approvals, or any applicable determination,
judgment, injunction, directive, prohibition or order of any governmental or environmental authority with jurisdiction at any level
of Federal, State, County or local government, agencies of entities relating to preservation, protection, pollution and prevention
of degradation of the environment, ecology, natural resources, public health or safety.


 




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1.9           “Governmental
Laws and Regulations” means all directives, laws, orders, ordinances, regulations and statutes of any Federal, State,
County or local agency, securities commission, court, office or of the like.


 


1.10         “Hazardous
Materials” means any material, waste, chemical, mixture or byproduct which is or is subsequently defined, listed, or
designated under applicable Environmental Laws and Regulations as a pollutant or as a contaminant, or as toxic or hazardous.


 


1.11         “Interest
Rate” means LIBOR plus two percent (2%) per annum.


 


1.12         “Lease
Year” means each one (1) year period following the Effective Date.


 


1.13         “Lessee”
means Consolidated Goldfields Corporation, a Montana corporation, and its heirs, successors and assigns.


 


1.14         “Lessee
Affiliates” means the Lessee’s shareholders, directors, officers, employees, members, managers, agents, representatives,
contractors, subcontractors, heirs, successors and assigns.


 


1.15         “Metals”
means that comprise of gold, silver, platinum, copper, lead and zinc.


 


1.16         “Minerals”
means all metals, minerals, elements, and mineral and stone materials other than the Metals, including but not limited to antimony,
chromite, cobalt, manganese, mercury, nickel, molybdenum, titanium, tungsten, and barite.


 


1.17         “Mineral
Rights” means the right, title and interest in the patented and unpatented mining claims comprising of the Property.


 


1.18         “Net
Smelter Return Royalty” or “NSR” means the net smelter returns from the production of gold and/or
silver from the Property as calculated and determined in accordance with Section 4.2 and 4.4, and Exhibit B of this Agreement and
the Purchase Royalty Quitclaim Deed.


 


1.19         “Option
to Purchase Deed” means the conveyance, included as Exhibit C, which Owner is obligated to execute and deliver to Lessee
on Lessee’s exercise and Closing of the Option to Purchase (as defined below) in accordance with Section 5 and Exhibit C.


 


1.20         “Option
to Purchase” shall have the meaning given to such term in Section 5.


 


1.21         “Option
to Purchase Price” means the purchase price for the Property described in Section 5.


 


1.22         “Owner”
means collectively Mountain Gold Claims LLC, Series 9, a Nevada series limited liability company, and its heirs, successors
and assigns.


 


1.23         “Owner
Affiliates” means the Owner’s shareholders, directors, officers, employees, members, managers, agents, representatives,
contractors, subcontractors or affiliates, and each successors and assigns.


 


1.24         “Payments”
means the Advanced Royalty Payments, NSR and Gross Proceeds Production Royalty Payments, and/or Common Share Issuance Payments
payable by Lessee in US Dollars and/or Common Shares and in the methods described in this Agreement.


 


1.25         “Property”
means 38 unpatented lode mining claims and any additional unpatented mining claims located and/or recorded within the AOI by Owner
or Lessee, (the “Claims”); and an Area of Interest (the “AOI” described in legal subdivision),
both which are situated in Nye County, Nevada and more particularly described in Exhibit A attached hereto. If Lessee, its successors
or assigns amends, relocates or patents any of the unpatented mining claims described in Exhibit A, or if Lessee converts any of
such claims into leases or other types of property rights or interests pursuant to any amendment of the United States Mining Law
of 1872, such claims, rights and interests shall be deemed to be included within the Property and subject to this Agreement.


 




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1.26         “Royalty”
means the NSR Royalty payable in cash or in-kind by Lessee to Owner in accordance with Section 4.1, 4.2, 4.3, 4.4 and Exhibit B.


 


1.27         “Royalty
Rights” means the right, title and interest of the Royalty with regards to the Property, as described In Section 4.1,
4.2, 4.3, 4.4 and Exhibit B.





1.28         “Term”
means the time period while this Agreement is in effect.


 


2.          Lease,
Grant of Rights and Compliance of Regulations and Laws. Owner leases the Property to Lessee and grants Lessee the right and
privileges to use the Property pursuant to the terms of this Agreement to conducting exploration and mining of Metals and Minerals,
all subject to applicable Governmental Laws and Regulations. If Lessee exercises and closes on the Option to Purchase the Property,
Owner shall assign and convey to Lessee all licenses, permits and other governmental or other third party approvals and water rights
appurtenant to the Property.


 


2.1           Water
Rights. Lessee shall have the right to appropriate and use water subject to Section 2.0 Reg. and Law. If Lessee files for and/or
acquires any application or permit for water use, it shall cause each such application and permit to be taken jointly in the names
of Owner and Lessee and deliver notice thereof to Owner within 30 days of Lessee’s receipt of notice of the issuance of such
permit. On termination of this Agreement other than by Lessee’s exercise and Closing of the Option to Purchase the Property,
Lessee shall assign and convey to Owner all applications and/or permits for water rights appurtenant to the Property prior to termination
of this Agreement or Owner shall have any and all legal recourse to recoup its losses and damages resulting from Lessee’s
failure to make such assignment and conveyance, if any, at Lessee’s sole expense, including but not limited to reasonable
attorney and legal fees. 


 


2.2          Cross Mining.
Lessee may use the Property for any shafts, openings, pits, and stockpile-grounds sunk or made for the mining, removal, and/or
stockpiling of any Metals or Minerals from any adjoining or nearby property.


 


2.3           Commingling.
Lessee shall have the right to commingle ore, Metals and Minerals from the Property with ore, Metals and Minerals from other
lands and properties; provided, however, that Lessee shall calculate from representative samples the average grade of the ore and
shall weigh (or calculate by volume) the ore before commingling. If concentrates, dore, or any other processed, beneficiated, or
refined mineral products (“Concentrates”) are produced from the commingled ores by Lessee, Lessee shall also
calculate from representative samples the average recovery percentage for all such concentrates produced during the calendar quarter
and shall allocate a percentage of concentrate production to Owner according to such calculations. In obtaining representative
samples and calculating the average grade of the ore and average recovery percentages, Lessee may use any procedures accepted in
the mining and metallurgical industry which it believes suitable for the type of mining and processing activity being conducted
and, in the absence of fraud, its choice of such procedures shall be final and binding on Owner. In addition, comparable procedures
may be used by Lessee to apportion among the commingled ores penalty charges, if any, imposed by the purchases of such ore or concentrates.


 


3.          Term.
Subject to prior termination, the term (the “Term”) of this Agreement shall be for a period of twenty (20)


years commencing on the Effective Date
and until terminated in accordance with Section 16 below or the Closing.


 


4.          Consideration
for the Granting of the Lease. Lessee shall make the following Payments to Owner at: PO Box 21146, Reno NV 89515 or 760 Brenda
Way, Washoe Valley, NV 89704.


 


4.1           Advanced
Royalty Payments. Until the termination of this Agreement or the exercise of the Option to Purchase the Property, Lessee agrees
to make the following cash payments (each an “Advanced Royalty Payment”) to Owner as follows:


 




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	Date	 	Cash Payment
	 	 	 
	On Execution of this Agreement (“Effective Date”)	 	$2,500 and reimbursement of the 2014 -15 BLM Annual  Maintenance Fee of $5,890.00 and Nye Co. Notice to Intent to Hold Fee of $403.00
	 	 	 
	On or prior to the 1st Anniversary of the Effective Date	 	$5,000
	On or prior to the 2nd Anniversary of the Effective Date	 	$10,000
	On or prior to the 3th Anniversary of the Effective Date	 	$20,000
	On or prior to the 4th Anniversary of the Effective Date	 	$30,000
	On or prior to the 5th Anniversary of the Effective Date	 	$40,000
	On or prior to the 6th Anniversary thru the 10th anniversary 	 	 $50,000
	On or prior to the 11th Anniversary thru the 15th anniversary  	 	 $75,000
	On or prior to the 16th Anniversary and thereafter	 	$100,000


 


The Advanced Royalty
Payments are nonrefundable. The Advanced Royalty Payments shall be credited against the Royalty, but not against the Mineral Rights
or the Option to Purchase Price.


 


4.2           Production
Royalty Payment.  Lessee shall pay to Owner a production royalty equal to two (2%) percent of the Net Smelter Returns
from the production or sale of Metals from the Property and any and all open ground that is claimed within the Property while this
Agreement is in effect. Lessee agrees to pay to Owner a production royalty equal to one (1%) percent of the Net Smelter Returns
from the production or sale of Metals by Lessee from all third party properties within the Property. Lessee shall calculate and
pay the Royalties in accordance with Exhibit B attached to the Deed. If Lessee mines other Minerals from the Property, Lessee shall
pay a Gross Tonnage Royalty of five dollars ($5.00) per ton on all other Minerals. Royalty payments shall be made within ten business
days following the end of each calendar month in which Metals or Minerals are sold or shipped from the Property.


 


4.3           Method
of Payment. All Advanced Royalty Payments or Royalty Payments by Lessee to Owner shall be paid in the amount of 100% by check,
wire and/or In-Kind at Owner’s sole discretion and election, and delivered to Owner at its address for notice purposes or
by wire transfer to an account designated by Owner as defined in Exhibit B. All payments shall be accompanied by a statement explaining
the manner in which the payment was calculated. All cash payments and sums shall be in United States currency.


 


4.4           Late
Charge and Interest. If any Advance Royalty Payments or Royalties payable by Lessee under this Agreement are not received by
Owner within ten (10) days after such amount is due, then Lessee shall pay to Owner a late fee equal to ten percent (10%) of such
overdue amount. The parties agree that such late fee represents a fair and reasonable estimate of the costs Owner will incur by
reason of any late payment by Lessee. Prior to the payment of such delinquent, late or overdue Advance Royalty Payment or Royalty,
Owner’s acceptance of such late charge shall not constitute a waiver of Lessee’s default with respect to such overdue
amount, nor prevent Owner from exercising any of Owner’s other rights and remedies granted under this Agreement. If any Advanced
Royalty Payments or Royalty payments payable by Lessee remain delinquent for a period in excess of thirty (30) days, Lessee shall
pay to Owner, in addition to the late payment, interest on such delinquent amounts at the rate of 18% per annum on the amount due
from the date the amounts became delinquent, late or overdue and during the period such amounts remain unpaid. Prior to the payment
of such delinquent, late or overdue Advance Royalty Payment or Royalty, Lessee’s payment of such interest shall not excuse
or cure any default by Lessee. If any late payments payable by Lessee under this Section 4.4 remain delinquent for a period in
excess of thirty (30) days, then this Agreement shall be immediately terminated, null and void and Lessee shall have no rights,
titles or interests to this Agreement or the Property.


 


4.5           Reimbursement
of Annual Fee.         Owner shall pay, Lessee agrees to reimburse Owner
for, all future BLM Annual Maintenance Fees and Notice of Intent to Hold Claim Fees with Nye County, Nevada within June 1 of each
calendar year or this Agreement shall be terminated, null and void.


 


4.6          Work Commitment.
Lessee is obligated to expend the amounts (the “Work Commitment Expenditures”) listed below on Exploration
and Development Operations (as defined below) by the end of each Lease year as set forth below. Advanced Royalty Payments, stock
issuances, Federal and County Annual Mining Claim Maintenance and Holding Fees and assigned interests are not expenditures that
may be applied towards the Work Commitment Expenditures.


 


	Lease Year	Amount
	1st Lease Year	$5,000.00
	2nd Lease Year	$10,000.00
	3rd Lease Year and each Lease Year thereafter  	$50,000.00


 




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All Work Commitment Expenditures made by
Lessee during any Lease Year in excess of the Work Commitment Expenditures required for such Lease Year shall be credited and applied
against Work Commitment Expenditures for any subsequent Lease Year or Years, which shall be reduced in the amount of the excess
of such Work Commitment Expenditures made by Lessee over the required Work Commitment Expenditures required for such Lease Year.
In the event Lessee is unable to fulfill the required Work Commitment Expenditure within the above required work time frames, then
the difference between the actual expenditures made and the required Work Commitment Expenditure may be paid to Owner in US dollars
as the fulfillment of Lessee’s obligation under this Section within 30 days of the delinquent date or this Agreement shall
be immediately terminated, null and void and Lessee shall have no rights, titles or interests to this Agreement or the Property.


 


The term “Exploration and Development
Operations,” as performed by any person or entity, includes, but is not limited to, the following activities, which
activities may require BLM review and applicable permits:


 


		(a)	entering upon the Property;



 


		(b)	removing rock, minerals, soil, and vegetation samples (including bulk samples) from the Property
for analysis;



 


		(c)	conducting any and all types of surface and subsurface exploration work for Metals and Minerals,
including but not limited to trenching, drilling, driving shafts and adits, and sampling;



 


		(d)	bringing upon the Property, and erecting thereon any and all equipment and improvements necessary
to conduct Exploration and Development Operations; and



 


		(e)	conducting any and all other activities necessary or incidental to the foregoing or necessary to
enable a person or entity to conduct its operations hereunder, in order (1) to identify specific target areas, (2) to explore identified
target areas to identify mineral prospects which might contain a mineable deposit, and (3) to examine identified mineral prospects
to identify and measure the potential ore deposit contained therein. Exploration and Development Operations may include all activities
undertaken through the completion of a feasibility study, but shall not include construction of milling or processing facilities
or commencement of commercial mining operations on the Property or the Area of Interest.



 


5.          Option
to Purchase the Property. Owner grants to Lessee the option to purchase the Property (the “Option to Purchase”)
that includes all the Mineral Rights, Advanced Royalty Payments, Royalty and Royalty Rights to the Property, subject to the conditions
set forth in this Section 5. The Option to Purchase Price and terms are defined as follows and further described in Exhibit C:


 


	On or Prior to the 5th Anniversary of the Effective Date:	 Cash Payment of Five Million Dollars ($5,000,000.00)
	After the 5th Anniversary of the Effective Date:	 Cash Payment of Ten Million Dollars ($10,000,000.00) 


 


5.1           Notice
of Election and Closing Date. If Lessee elects to exercise the Option to Purchase, Lessee shall deliver written notice of such
election to Owner. Following Owner’s receipt of Lessee’s notice to exercise the Option to Purchase, the parties shall
close the exercise of the Option to Purchase and the Transfer (as defined below) of the rights, title and interest to the Property
and other related assets and rights related thereto, within sixty (60) days thereafter.


 


5.2           Real
Property Transfer Taxes. Lessee shall pay the real property transfer taxes, if any, the costs of escrow and all recording costs
incurred in the consummation of the Option to Purchase.


 


5.3           Proration
of Taxes. Payment of any and all state and local real property and personal property taxes levied on the Property and not otherwise
provided for in this Agreement shall be the responsibility of the Owner.


 


5.4           Conveyance
on Closing. At the Closing, (a) Owner shall execute and deliver to Lessee the Option to Purchase Deed and such other agreements,
certificates, documents and other instruments reasonably requested by Lessee to effectuate the transactions contemplated thereby,
(b) Lessee shall pay the Option to Purchase Price to Owner, and (c) the Parties shall execute an Option to Purchase Quitclaim Deed.
The Parties shall execute and deliver such other written assurances and instruments as are reasonably necessary to consummate the
exercise of the Option to Purchase and the other transactions contemplated thereby.


 




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5.5           Effect of
Closing. Upon the Closing Lessee shall own all the right, title and interest in and to the Property, Mineral Rights, Royalty
and Royalty Rights and rights to the Advance Royalty Payments.


 


6.          Compliance
with Governmental Applicable Laws and Regulations.  During the Term, Lessee agrees it shall at Lessee’s sole cost and
responsibility: (1) comply in all material respects with all applicable Governmental Laws and Regulations including, but not limited
to Lessee’s Exploration and Development Operations on the Property, condition, use, occupancy, reclamation or any and all
uses of the property; (2) apply for all necessary permits, licenses and governmental approvals related to its operations on the
Property; and (3) prepare and file all reports or notices Lessee determines to be required in connection with Lessee’s Exploration
and Development Operations on the Property. Lessee shall promptly notify Owner of Lessee’s receipt of any notices of material
noncompliance or material violations of applicable Governmental Laws or Regulations related to Lessee’s operations on the
Property. Lessee shall not be in breach of this provision if a material violation has occurred in spite of the Lessee’s good
faith efforts to comply, and Lessee has timely cured or disposed of, or taken measures or steps in furtherance of such cure or
disposition, of such material violation through performance, payment of fines and penalties or otherwise. For greater certainty,
in respect of Section 8, 8.1, 8.2, and 8.3 during the Term, Lessee shall be responsible for title, property, permitting issues
and reclamation. Lessee shall defend, indemnify and hold harmless Owner from any and all actions, assessment, mining claims, costs,
fines, liability and penalties arising from or related to Lessee’s failure to comply with any applicable Governmental Laws
or Regulations with respect to the Property. Lessee shall perform or cause to be performed during the Term all work necessary to
comply with agreements, concessions or other instruments constituting and governing the Property and associated mining claims in
full force and effect as of the date of this Agreement and provided to Lessee by Owner and shall take commercially reasonable measures
necessary and under Lessee’s control to maintain same in full force and effect. Without the prior written consent of Lessee,
Owner shall not enter into any further agreement, concession or instrument with any third party person or entity related to or
concerning the Property or otherwise cause or create, or incur any obligation that could cause or create, a Lien on all or any
portion of the Property. Lessee agrees to construct, reconstruct or repair fences or barriers around all mine openings existing
on the property within sixty (60) days of the Effective Date or this Agreement shall be terminated, null and void.


 


7.          
Lessee’s Work Practices and Reporting.


 


7.1           Work
Practices. During the Term, Lessee shall work the Property in a miner-like manner.


 


7.2           Inspection
of Property and Data. During the Term, Owner shall have the right to examine and make copies of all Data regarding the Property
in Lessee’s possession during reasonable business hours. Owner shall be permitted to enter the Property at all reasonable
times for the purpose of inspection, but Owner shall enter on the Property at their own risk and in such a manner which does not
unreasonably hinder, delay or interfere with Lessee’s operations.


 


7.3 Reports
and Release of Data. Within thirty (30) days of the end of each Lease Year, Lessee shall, at Lessee’s sole costs, deliver
to Owner address as set forth in the Notice provision in Section 22 herein, a copy of all Data and a report of all of Lessee’s
activities conducted on the Property for such Lease Year, including itemized information concerning Work Commitment Expenditures
incurred during the Lease Year. Within sixty (60) days of the completion of all third party services which results in the generation
or production of Data (including but not limited to geochemical laboratories, geophysical surveys, remote sensing surveys), Lessee
shall obtain from each service provider an assignment and release letter of all data and intellectual property rights in the Data
that releases the Data and Rights of the ownership of the Data to the Owner, as well provide a copy of the same to the Owner. If
Lessee fails to compile with the terms of this section, this Agreement shall be terminated, null and void.


 


8.          Location
of Additional Unpatented Mining Claims. During the Term, all unpatented mining claims acquired by the Parties within the Property
shall be recorded in Owner’s name and address and subject to this Agreement. The locating party shall promptly notify the
other party of any staking of additional mining claims.


 




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8.1           Owner
Acquired Rights and Interests. During the Term, if Owner acquires, directly or indirectly, any right to or interest in any
mining claims, license, lease, grant, concession, permit, patent claims, property, surface rights or water rights located wholly
or partly within the Property (collectively, the “Acquired Rights and Interests”), Owner shall give notice to
Lessee of the Acquired Rights and Interests and the details and costs related to the Acquired Rights and Interests. Lessee may,
within 30 days of receipt of this notice, elect to include the Acquired Rights and Interests under this Agreement by reimbursing
the Owner for any and all acquisition costs, including, but not limited to staking costs, recording costs, lodging, travel expenses,
fuel-gas, meals, food and supplies. If Lessee elects not to include the Acquired Rights and Interests or fails to provide the notice
of election to Owner within thirty (30) days of Owner’s notice under this Section, Owner shall retain all rights, titles
and interests to the Acquired Rights and Interests and the Parties shall amend the Property description on Exhibit A and the acquired
Rights and Interests shall not be a part of or subject to this Agreement. Except as otherwise expressly provided in this Agreement
or in another agreement between Lessee and Owner, Lessee agrees not to acquire any rights or interest in the Owner’s Acquired
Rights or Interests for 2 years of the Acquired Rights and Interests notice, and, if Lessee acquires any Rights or Interests in
the Owners’ Acquired Rights or Interests within the 2 year restricted time period, Owner shall have any and all legal recourse
to recoup its losses and damages at Lessee’s sole expense, including but not limited to reasonable attorney and legal fees.


 


8.2           Lessee
Acquired Rights and Interests. During the Term, if Lessee or any Lessee Affiliate acquires “Acquired Rights and Interests”
within the Property, then those Acquired Rights and Interests shall be subject to this Agreement. Upon termination of this Agreement,
Lessee, at Lessee’s sole cost shall transfer, quitclaim and assign to the Owner all Acquired Rights and Interests acquired
by Lessee during the Term.


 


8.3           Lessee
Release of Claims. Except as otherwise provided in this Agreement, Lessee shall not have the right to transfer, relinquish,
release, abandon, quitclaim or drop (the “Release”) any mining claims on or Acquired Rights and Interests in
the Property and for which Lessee has the power and authority to Release such mining claims without Owner’s prior written
approval. If Lessee Releases any mining claims on or Acquired Rights and Interests in the Property without Owner’s prior
written approval, such mining claims and Acquired Rights and Interest shall no longer be a part of this Agreement and Lessee shall
not retain any rights, titles or interests in the mining claims on or Acquired Rights and Interests in the Property. If Lessee
acquires any mining claims or rights and interests in the released mining claims or Acquired Rights or Interests within the 2 year
restricted time period from the time of the applicable Release, Lessee shall be subjected to legal action.


 


9.          Liens
and Notices of Non-Responsibility. Lessee agrees to keep the Property at all times free and clear of all liens, charges and
encumbrances (“Liens”) of any and every nature and description done made or caused by Lessee other than (collectively,
the “Permitted Liens”) Liens existing on the date of this Agreement (the “Owner Liens”),
which shall be the sole obligation and responsibility of Owner; Liens to secure the performance of statutory obligations, surety
or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business; Liens for
taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate
proceedings; Liens imposed by law or regulation, such as carriers’, warehousemen’s, material-men’s, repairmen’s
and mechanics’ and similar Liens; Liens related to minor survey exceptions, minor encumbrances, ground leases, easements
or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph and
telephone and cable television lines, gas and oil pipelines and other similar purposes, or zoning, building codes or other restrictions
(including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties
or Liens incidental to the conduct of the business or operations of Lessee or to the ownership or operations of the Property which
do not in the aggregate materially adversely affect the value of such properties or materially impair their use in the operation
of the business or operation of Lessee on the Property ; and Liens on equipment of Lessee granted in the ordinary course of business;
and purported Liens evidenced by filings of precautionary UCC financing statements relating solely to operating leases of personal
property; and to pay, and defend, indemnify and hold harmless Owner from and against, all Liens other than Owner Liens; except
that Lessee need not discharge or release any Permitted Lien or any Lien which Lessee disputes or contests and posts a bond sufficient
to discharge such Lien acceptable to Owner (collectively, the “Non-permitted Liens”). Subject to Lessee’s
right to post a bond in accordance with the foregoing, if Lessee does not within thirty (30) days following the imposition of any
such Non-permitted Lien, cause the same to be released of record, Owner shall have, in addition to Owner’s contractual and
legal remedies, the right, but not the obligation, to cause the Lien to be released by such manner as Owner deems proper, including
payment of the claim giving rise to such Lien. All sums paid by Owner for and all expenses incurred by it in connection with such
purpose, including court costs and reasonable attorney’s fees, shall be payable by Lessee to Owner on demand and shall bear
interest at the Interest Rate from the date of payment by Owner until the date of payment to Owner by Lessee. Owner shall, at Owner’s
sole cost, file a Notice of Non-Responsibility in Owner name with the local County within 30 days of execution of this Agreement
and herein attached as Exhibit C and by this reference incorporated in this Agreement. On the Effective Date, Lessee agrees to
execute on Owner’s behalf a Notice of Non-Responsibility substantially in the form attached hereto as Exhibit E.


 




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10.         Taxes.
Notwithstanding anything else in this Agreement to the contrary:


 


10.1         Real
Property Taxes. Owner shall pay any and all taxes assessed and due against the Property before execution of this Agreement,
if required. Lessee shall pay promptly before delinquency all taxes and assessments, general, special, ordinary and extraordinary,
that accrued after the date of this Agreement and may be levied or assessed during the Term upon the Property. All such taxes for
the year in which this Agreement is executed and for the year in which this Agreement terminates shall be prorated between Owner
and Lessee, except that neither Owner nor Lessee shall be responsible for the payment of any taxes which are based upon income,
net proceeds, production or revenues or any other activities from the Property assessed solely to the other Party. Owner represents
and warrants that there are presently no real property taxes assessed against unpatented mining claims owner controls which constitute
any portion of the Property.


 


10.2         Personal
Property Taxes. Each Party shall promptly when due pay all taxes assessed against such Party’s personal property, improvements
or structures placed or used on the Property.


 


10.3         Income
Taxes. Neither Party shall be liable to the other Party for any taxes levied on or measured by income or net proceeds of such
Party, or other taxes applicable to the other Party, based upon payments under this Agreement.


 


10.4         Delivery
of Tax Notices. If Owner receives tax bills or claims that are Lessee’s responsibility, Owner shall promptly forward
them to Lessee for payment.


 


11.         Insurance
and Indemnity.


 


11.1         Lessee’s
Liability Insurance. Lessee shall, at Lessee’s sole cost, keep in force during the Term a policy of Commercial General
Liability Insurance covering property damage and liability for personal injury occurring on or about the Property, with limits
in the amount of at least One Million Dollars ($1,000,000) per occurrence for injuries to or death of person, One Million Dollars
($1,000,000) per occurrence for property damage, and with a contractual liability endorsement insuring Lessee’s performance
of Lessee’s indemnity obligations of this Agreement.


 


11.2 Form and
Certificates. The policy of insurance required to be carried by Lessee pursuant to this Section shall have a Best’s Insurance
Rating of at least A-IX. Such policy shall name Owner as an additional insured and contain a cross-liability and severability endorsement.
Lessee’s insurance policy shall also be primary insurance without right of contribution from any policy carried by Owner.
A certificate of insurance and a copy of Lessee’s insurance policy shall be provided to Owner before any entry by Lessee
or its Affiliates on the Property and shall provide that such policy is not subject to cancellation, expiration or change, except
upon thirty (30) days prior written notice to Owner. If Lessee breaches any of the terms in this Section, this Agreement shall
null and void.


 


11.3         Waiver
of Subrogation. Lessee and Owner each waives any and all rights of recovery against the other,


and against the partners,
members, officers, employees, agents and representatives of the other, for loss of or damage to the Property or injury to person
to the extent such damage or injury is covered by proceeds received under any insurance policy carried by Owner or Lessee and in
force at the time of such loss or damage.


 


11.4         Waiver.
Except to the extent caused by the negligent or intentional acts or omissions of Owner, Owner shall not be liable to Lessee and
Lessee waives all claims against Owner for any injury to or death of any person or damage to or destruction of any personal property
or equipment or theft of property occurring on or about the Property or arising from or relating to Lessee’s business conducted
on the Property after the date of this Agreement.


  




    	 	8	 



     


    

 


12.          Environmental.


 


12.1         Environmental.
 Lessee agrees to be solely and responsible at Lessee’s sole expense to comply with all applicable Environmental Laws
and Regulations, including MSHA and OSHA laws and regulations. Lessee shall limit any use, generation, storage, treatment, transportation
and handling of Hazardous Materials on the Property to Lessee’s Exploration and Development Operations on the Property (collectively,
as performed by any person or entity, the “Hazardous Materials Activities”) as necessary for Lessee’s
operations on the Property and for Lessee to perform its agreements and obligations under this Agreement. Lessee shall not cause
or permit any Hazardous Materials to be disposed or abandoned at or on the Property, except in accordance with applicable Environmental
Laws and Regulations. Lessee shall promptly notify all applicable governmental regulatory agency and authority entities with jurisdiction
over the Property and Lessee’s Hazardous Materials Activities thereon of any spills, releases or leaks of Hazardous Materials
or any actual or claimed violation of applicable Environmental Laws and Regulations in connection with Lessee’s use of Hazardous
Materials if required by applicable Environmental Laws and Regulations. Lessee shall promptly and thoroughly cure any violation
of applicable Environmental Laws and Regulations in connection with Lessee’s use of Hazardous Materials on the Property.
Lessee shall be solely responsible at its expense for promptly, diligently and thoroughly investigating, monitoring, reporting
on, responding to and cleaning up to completion any and all releases of Hazardous Materials by Lessee on the Property following
the date of this Agreement, all in compliance in all material respects to applicable Environmental Laws and Regulations. Lessee’s
indemnification obligations under Section 12.3 shall apply to Lessee’s obligations under this Section. Lessee at its sole
expense shall keep Owner timely informed of Lessee’s progress in responding to any written notice of violations, spills,
releases, leaks or contamination of Hazard Materials on the Property received by Lessee. Lessee shall provide to Owner copies of
all Lessee’s correspondence with all Federal, State, County or local government agencies or authorities regarding the same
and shall provide at Owner requests and at Lessee’s sole expense copies of all work plans, reports and communications with
governmental regulatory agencies, authorities and entities concerning Lessee’s response to any actual or claimed violation
of Environmental Laws and Regulations on the Property which occurred after the date of this Agreement and any releases or spills
of Hazardous Materials on the Property which occurred after the date of this Agreement. The
provisions of this Section shall survive expiration or termination of this Agreement.


 


12.2         Removal
of Stored Hazardous Materials. Before the expiration or termination of this Agreement, and notwithstanding any other provision
of this Agreement, and in compliance in all material respects to applicable Environmental Laws and Regulations, Lessee shall: (a)
cause to be properly removed from the Property all Hazardous Materials placed by Lessee and stored by Lessee at the Property in
connection with the Lessee’s Exploration and Development Operations on the Property or in connection with Lessee’s
Hazardous Materials Activities on the Property; and (b) cause to be properly dismantled, closed and removed from the Property all
but not limited to materials, supplies, devices, drums, contaminates or equipment or of the like and kind used for handling, storing
or treating Hazardous Materials placed by Lessee on the Property. As part of the closure and removal activities described in the
preceding sentence, Lessee at its sole costs, shall perform environmental sampling of areas of the Property where such handling,
storing or treating of Hazardous Materials by Lessee occurred after the date of this Agreement, to confirm that no contamination
of the environment requiring remediation under applicable Environmental Laws and Regulations has resulted from any Hazardous Materials
Activities by Lessee after the date of this Agreement. A qualified environmental consultant shall perform such sampling, and such
consultant shall promptly issue a written report, which describes the consultant’s data, findings, and conclusions, a copy
of which shall be provided to Owner at Lessee’s expense. If any contamination of the Property by Lessee after the date of
this Agreement requiring remediation under applicable Environmental Laws and Regulations is discovered, Lessee shall immediately
perform all actions and provisions in compliance in all material respects with applicable Environmental Laws and Regulations. The
provisions of this Section shall survive expiration and termination of this Agreement.


 


12.3         Environmental
Indemnity of Lessee. Lessee shall promptly reimburse, defend, indemnify (with legal counsel acceptable to Owner) and hold harmless
Owner and its Affiliates from any and all claims, liabilities, obligations, losses, causes of action, demands, governmental proceedings
or directives, fines, penalties, expenses, costs (including but not limited to reasonable attorney’s fees, consultant’s
fees and other expert’s fees and costs), and damages, which arise from or relate to: (a) Hazardous Materials Activities performed
by Lessee on the Property after the date of this Agreement; (b) Lessee’s Exploration and Development Operations on the Property
after the date of this Agreement; (c) any material non-compliance with applicable Environmental Laws and Regulations in connection
with Lessee’s Exploration and Development Operations on the Property after the date of this Agreement; or (d) a material
breach of any material obligation of Lessee under this Section or this Agreement.  The provisions of this Section shall
survive expiration and termination of this Agreement.


 


12.4         Environmental
Indemnity of Owner. Owner shall promptly reimburse, defend, indemnify (with legal counsel acceptable to Lessee) and hold harmless
Lessee, the Lessee Affiliates and their respective Affiliates from any and all claims, liabilities, obligations, losses, causes
of action, demands, governmental proceedings or directives, fines, penalties, expenses, costs (including but not limited to reasonable
attorney’s fees, consultant’s fees and other expert’s fees and costs), and damages, which arise from or relate
to: (a) Hazardous Materials Activities performed on the Property prior to the date of this Agreement; (b) Exploration and Development
Operations on the Property prior to the date of this Agreement; (c) any material non-compliance with applicable Environmental Laws
and Regulations on, relating to or in connection with the Property prior the date of this Agreement; or (d) a material breach of
any material obligation of Owner under this Section or this Agreement.  The provisions of this Section shall survive expiration
and termination of this Agreement.


 




    	 	9	 



     


    

  


13.         BLM
and County Annual Fees


 


13.1         Federal
and County Mining Claim Annual Fees. Lessee agrees to pay the Federal Annual Mining Claim Maintenance Fees and the County Annual
Affidavit and Notice of Intent to Hold Fees, collectively referred to as (the “Annual Fees”) for the unpatented
mining claims which constitute all or part of the Property, beginning with the annual assessment work period of September 1, 2015
to September 1, 2016. If Lessee elects to terminate this Agreement prior to June 1 of any calendar year for the succeeding annual
assessment year, Lessee shall have no obligations for any payment of the Annual Fees. If Lessee elects to terminate this Agreement
after June 1 of any calendar year for the succeeding annual assessment year, Lessee agrees it shall be responsible and obligated
to pay the Annual Fees for such calendar year. Lessee shall deliver to Owner proof of the payment of the Annual Fee prior to August
1 of each calendar year or this Agreement shall be terminated, null and void. The provisions of this Section shall survive expiration
and termination of this Agreement.


 


13.2         Amendment
of Mining Laws.  If the mining laws applicable to the unpatented mining claims subject to this Agreement are amended, repealed
or superseded resulting in the conversion or termination of Owner’s interest in the Property, such amendment, repeal or supersession
of the mining laws shall not be considered a deficiency or defect in Owner title in the Property, and Lessee shall have no right
or claim against Owner resulting from the conversion, diminution, or loss of Owner’s interest in and to the Property, except
as expressly provided in this Agreement. If pursuant to any amendment or supersession of the mining laws, Owner is granted the
right to convert its interest in the unpatented mining claims comprising the Property to a permit, license, lease, or other right
or interest, all converted interests or rights shall be deemed to be part of the Property subject to this Agreement. Upon the grant
or issuance of such converted interests or rights, the parties shall execute and deliver an addendum to this Agreement, in recordable
form, by which such converted interests or rights are made subject to this Agreement.


 


14.         Relationship
of the Parties.


 


14.1         No
Partnership. This Agreement shall only be construed as establishing a contract between unrelated business entities for the
purposes expressed herein and shall not be deemed to create a joint venture, partnership, fiduciary or agency relationship between
the Parties for any purpose, and nothing in this Agreement shall cause one Party to be, or be deemed to be, the partner, mining
partner, venturer, agent or legal representative of any other Party. Neither Party may create or incur any liability or obligation
for or on behalf of the other Party, unless otherwise set forth in this Agreement.


 


14.2         Competition.
Except as expressly provided in this Agreement, each Party shall have the free and unrestricted right independently to engage in
and receive the full benefits of any and all business endeavors of any sort outside the Property or outside the scope of this Agreement,
whether or not competitive with the endeavors contemplated under this Agreement, without consultation with or participation of
the other Party. In particular, without limiting the foregoing, neither Party to this Agreement shall have any obligation to the
other as to any opportunity to acquire any interest, property or right offered to it outside the scope of, and unless explicitly
set forth in, this Agreement.


 


15.         Covenants,
Warranties and Representations. Each Party hereby covenants, warrants and represents for itself as follows:


 


15.1         No
Pending Proceedings. There are no lawsuits or proceedings pending or, to such Party’s knowledge, threatened which could
adversely affect such Party’s ability to enter into or perform its obligations under this Agreement.


 


15.2         Costs.
Each Party shall pay its own costs and expenses incurred in its negotiating and preparing this Agreement and in closing and carrying
out the transactions contemplated by this Agreement.


 


15.3         Brokers.
Each Party shall indemnify and hold harmless the other Party from and against any and all liability for any brokers’ or finders’
fees arising with respect to brokers or finders retained or engaged by such Party in respect of the transactions contemplated by
this Agreement.


 




    	 	10	 



     


    

  


15.4        Representation
and Warrantees


 


Owner represents and
warrants to Lessee:


 


		(a)	To the best of Owners knowledge and belief, the unpatented mining claims which were located by Owner and which are part of
the Property were properly located and recorded in accordance and in compliance with all applicable Governmental Laws and Regulations;



		(b)	To the best of Owners knowledge and belief, the Annual Fees due and owing prior to the date of this Agreement by Owner have
been paid were paid in accordance with applicable Governmental Laws and regulations;



		(c)	To the best of Owners knowledge and belief, the Claims are in good standing;



		(d)	Owner is the legal and beneficial owner of the Claims and has full and marketable rights to the
Claims free and clear of any and all Liens of any type whatsoever;



		(e)	Owner disclaims any representation or warranty concerning the existence or proof of a discovery
of locatable Minerals on or under the Property. No other statement of mineral value is expressed or implied;



		(f)	Owner has the full limited liability company power and authority to carry on its business as it
is presently and to enter into this Agreement and the other agreements, certificates, documents and other instruments contemplated
hereby (collectively, the “Transaction Documents”) and to consummate the transactions contemplated hereby and
thereby;



		(g)	No authorization, approval, or consent of, and no filing or registration with, or notice to, any
court, governmental authority or third party is or will be necessary for the execution, delivery or performance by Owner of the
Transaction Documents or for the validity or enforceability thereof.



		(h)	The execution, delivery and performance of the Transaction Documents by Owner, and the performance
by Owner of the transactions contemplated thereby, have been duly authorized by all necessary member and manager action, and no
other limited liability company proceedings on the part of Owner are necessary to authorize or approve the Transaction Documents.



		(i)	The execution, delivery and performance of the Transaction Documents by Owner, and the performance
by Owner of the transactions contemplated thereby, do not and will not: (i) violate or result in a violation of, conflict with
or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) or loss of benefit
under any provision of any organizational document of Owner or cause the creation of any Lien upon any of its assets (including
the Property); (ii) violate, conflict with or result in a violation of, or constitute a default (whether after the giving of notice,
lapse of time or both) under, any provision of any Governmental Law and Regulation applicable to Owner, except as would not be
reasonably expected to have a material adverse effect on Owner; (iii) violate or result in a violation of, or conflict with or
constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under, accelerate
any obligation under, or give rise to a right of termination of, any (y) material contract to which Owner is a party or by which
Owner or any of its assets (including the Property) are bound or (z) licenses, permits and other governmental or other third party
approvals applicable to Owner, except as would not be reasonably expected to have a material adverse effect.



		(j)	Owner has full power, capacity and authority to lease, to enter into and perform its obligations
and convey its interests under the Transaction Documents.



		(k)	All information to the best of Owners knowledge and belief relating to the Property that could
reasonably be expected to have a material adverse effect on the Property or prospective operations on the Property or that could
otherwise be material to a lessee or purchaser of the Property has been disclosed to Lessee 



 


15.5.      Lessee
Representation and Warrantees. 


 


Lessee represents and
warrants to Owner:


 


		(a)	Lessee has the full corporate power and authority to carry on its business as it is presently conducted
and to enter into the Transaction Documents and to consummate the transactions contemplated thereby;



 




    	 	11	 



     


    

  


		(b)	No authorization, approval, or consent of, and no filing or registration with, or notice to, any
court, governmental authority or third party is or will be necessary for the execution, delivery or performance by Lessee of the
Transaction Documents or for the validity or enforceability thereof.



		(c)	The execution, delivery and performance of the Transaction Documents by Lessee, and the performance
by Lessee of the transactions contemplated thereby, have been duly authorized by all necessary board of directors and shareholder
action, and no other corporate proceedings on the part of Lessee are necessary to authorize or approve the Transaction Documents;



		(d)	The execution, delivery and performance of the Transaction Documents by Lessee, and the performance
by Lessee of the transactions contemplated thereby, do not and will not: (i) violate or result in a violation of, conflict with
or constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) or loss of benefit
under any provision of any organizational document of Lessee or cause the creation of any Lien upon any of its assets (including
the Property); (ii) violate, conflict with or result in a violation of, or constitute a default (whether after the giving of notice,
lapse of time or both) under, any provision of any Governmental Law and Regulation applicable to Lessee, except as would not be
reasonably expected to have a material adverse effect on Lessee; (iii) violate or result in a violation of, or conflict with or
constitute or result in a violation of or default (whether after the giving of notice, lapse of time or both) under, accelerate
any obligation under, or give rise to a right of termination of, any (y) material contract to which Lessee is a party or by which
Lessee or any of its assets (including the Property) are bound or (z) licenses, permits and other governmental or other third party
approvals applicable to Lessee, except as would not be reasonably expected to have a material adverse effect.



		(e)	Lessee is familiar with the applicable Governmental Laws and Regulations that relate to the Property
(including without limitation, the laws and regulations of the Nevada State Land Department).



 


15.6         Representations
and Warranties Survival. The representations and warranties set forth herein are conditions on which the parties have relied
in entering into this Agreement and will survive the acquisition of any interest in the Property by Lessee and each of the parties
will indemnify and save the other harmless from all loss, damage, costs, actions and suits arising out of or in connection with
any breach of any representation, warranty, covenant, agreement or condition made by it and contained in this Agreement.


 


16.         Termination
by Expiration, Default or Agreement. Notwithstanding any provision in this Agreement to the contrary, this Agreement shall
terminate upon the Closing or in accordance with this Section 16 as expressly provided below.


 


16.1         Termination
by Owner. Any material failure by Lessee to perform any of its covenants, liabilities, obligations or responsibilities under
this Agreement shall be a default and Owner may give Lessee a written Default Notice. If the Default Notice is not remedied within
thirty (30) days after receipt of the Default Notice, provided the default can reasonably be cured within that time, or, if not,
if Lessee has not within that time commenced action to cure the same or does not after such commencement diligently prosecute such
action to completion, this Agreement shall be terminated an Owner may deliver a Termination Notice to Lessee. Owner may execute
and record Exhibit F Termination Notice of this Agreement and Lessee shall execute and deliver to Owner a Termination and Release
document for this Agreement in a form acceptable to Owner for recording which shall include the transfer of any and all Lessee’s
right, title and interest in the Property to Owner.


 


16.2         Termination
by Lessee and Quitclaim Deed. Lessee may at any time terminate this Agreement by giving thirty (30) days written advanced notice
to Owner. If Lessee terminates this Agreement, Lessee shall perform all obligations and pay all payments which accrue or become
due before or after the termination date. On Lessee’s termination of this Agreement, Owner shall have the right to execute
and record a Notice of Termination of Exploration and Mining Lease with Option to Purchase Agreement substantially in the form
of Exhibit F hereto, and Lessee shall execute and deliver to Owner a Termination and Release document for this Agreement in a form
acceptable to Owner for recording which shall include the transfer any and all Lessee’s right, title and interest in the
Property to Owner.


 




    	 	12	 



     


    

  


16.3         Continuing
Obligations and Environmental Liabilities. During the Term of this Agreement and after termination or expiration under this
Section 16, Lessee shall remain liable for liabilities to Owner and/or third parties arising out of or related to Hazardous Materials
Activities conducted by Lessee, Lessee’s Exploration and Development Operations on the Property or Lessee's other use of
and/or activities on the Property, including environmental liabilities and related bonding requirement. Lessee's liabilities and
obligations shall include environmental damage and liabilities, which are caused by or as a result of work done on the Property
as described in Section 6 of this Agreement. This provision shall survive expiration or termination of this Agreement.


 


16.4         Surrender
of the Property and Disposition of Assets on Termination. Except for termination of this Agreement in connection with the Closing,
on expiration or termination of this Agreement, Lessee shall surrender the Property promptly to Owner and at Lessee’s sole
cost shall remove from the Property all of Lessee’s buildings, equipment and structures in substantially the same condition
as existed immediately prior to the execution and delivery of this Agreement. All costs and expenses incurred in connection with
the removal or disposal of any or all of the personal property, including all buildings, equipment and structures and Data on the
Property as a result of the termination of this Agreement shall be expenses chargeable to Lessee and reimbursed to Owner or its
Affiliates. This provision shall survive expiration or termination of this Agreement. Lessee shall reclaim the Property in accordance
with all applicable Governmental Laws and Regulations. Lessee shall diligently perform reclamation and restoration of the Property
such that Lessee’s reclamation and restoration shall be completed no later than the date required under any and all applicable
Governmental Laws and Regulations or no later than one hundred eighty (180) days of the expiration or termination of this Agreement.
..


 


16.5         Right
to Data after Termination. Within thirty (30) days following termination or expiration of this Agreement, Lessee shall deliver
to Owner at its sole costs all Data with regards to the Property at the time of termination which before termination has not been
furnished to Owner. At Owner request, Lessee shall deliver, at its sole costs, to Owner at Owner elected and directed location
all Data, including but not limited to drilling core, drill RC chips and trays, coarse rejects, pulps, samples, sample splits and
thin sections taken from or stored on the Property.


 


16.6         Non-Compete
Covenants. Should Lessee terminate this Agreement, Lessee shall not directly or indirectly acquire any rights, titles or interests
to any portion of the Property for a period of two (2) year from the date of termination. If Lessee acquires any such rights, titles
or interests, Lessee shall be obligated and shall within fifteen (15) days of the breach offer to Owner at Lessee sole costs, any
and all Data and such rights, titles and interests so acquired by Lessee. Such offer shall be made in writing and can be accepted
by Owner at any time within ninety (90) days after the offer is delivered and received by Owner. Failure of Lessee to comply with
this Section shall be a breach by Lessee of this Agreement, and Owner shall have any and all legal recourse to recoup its losses
and damages at Lessee’s sole expense, including but not limited to reasonable attorney and legal fees.


 


16.7.          Continued
Authority. On termination of the Agreement, each Party hereby agrees to execute and deliver such further agreements, certificates,
documents and other instruments, and to take such other action, as the other Party may reasonably request to effect the purposes
of this Section 16.


 


17.         Confidentiality.


 


17.1         Confidential
Information. Except as otherwise provided in Section 17.2 below, the Data and all other information, data, materials, reports
and other proprietary and privileged information related primarily to the Property and information disclosed to the other Party
designated as “Confidential” by notice to the other Party at the time of its initial disclosure to such Party (collectively,
the “Confidential Information”) shall be kept confidential and shall not be disclosed to outside third parties
except as may be required to publicly record or protect title to the Property or to publicly announce and disclose confidential
information under Governmental Laws and Regulations or under the rules and regulations of any stock exchange or self-regulatory
organization on which the securities of any Party, or the parent or affiliates of any Party, are listed or through which its securities
prices are quoted. If a party negotiates for a transfer of all or any portion of its interest in the Property or under this Agreement
or negotiates to procure financing or loans relating to the Property, in order to facilitate any such negotiations such Party shall
have the right to furnish Confidential Information to third parties, provided that each third party to whom the Confidential Information
is disclosed agrees to maintain its confidentiality in the manner provided in this Section..


 


17.2         Disclosure
of Confidential Information. The Parties agree to cooperate with each other prior to the disclosure, publicly or to a third
party, of any of the other Party’s Confidential Information. Such cooperation shall include consideration of matters such
as, but not limited to, Governmental Laws and Regulations regarding the disclosure and use of such Confidential Information.


 




    	 	13	 



     


    

 


 


17.3         Items
Not Considered Confidential. The term “Confidential Information” shall not include any information which (i) at
the time of disclosure or thereafter is generally available to and known by the public (other than as a result of a disclosure
directly or indirectly by the disclosing Party or its Affiliates, (ii) was available to the disclosing Party on a non-confidential
basis from a source other than the other Party or its advisors, provided that such source is not and was not directly or indirectly
bound by a confidentiality agreement with the other Party or otherwise prohibited from transmitting the information to the disclosing
Party or its affiliates by a contractual, legal or fiduciary obligation, or (iii) has been independently acquired or developed
by the disclosing Party without violating any of the other Party’s obligations under this Agreement.


 


18.         Assignment.


 


18.1         Lessee’s
Assignment. Lessee shall not assign, convey, encumber, sublease, grant any concession, or license or otherwise transfer (the
“Transfer”) all or any part of its interest in this Agreement or the Property, without, in each case, Owner’s
prior written consent, which shall not be withheld unreasonably. Owner shall have 30 days from date of notice that such Transfer
is planned to object. If no objection has been received within 30 days, Lessee is free to proceed with the Transfer. Any Transfer
which is not approved in written consent by Owner or prohibited under this Section and this Agreement shall be deemed void and
shall constitute a material default under the terms of this Agreement.


 


18.2         Owner’s
Assignment. Owner shall have the right to Transfer all or any part of its interest in this Agreement or the Property. No change
in Ownership in the Property shall affect Lessee's obligations under this Agreement towards any person or entity with respect to
the ownership of Owner’s interest under this Agreement unless and until Owner may deliver to Lessee a copy of the assignment
or other documentation which documents the Transfer. Until Lessee receives such Owner's notice and the documents required to be
delivered under this Section, Lessee shall continue to make all payments under this Agreement as if the transfer of Owner's interest
had not occurred. No division of Owner's interest as to all or any part of the Property shall enlarge Lessee's obligations or diminish
Lessee's rights, or otherwise amend, modify, revise or supplement Lessee’s obligations, under this Agreement.


 


19.         Memorandum
Agreement. Concurrent with the execution of this Agreement, the Parties shall execute and deliver a Memorandum of Agreement
(the “Memorandum”) set forth in Exhibit D attached hereto. The execution of the Memorandum shall not limit,
increase or in any manner affect any of the terms of this Agreement or any rights, interests or obligations of the Parties.


 


20.         Notices.
Any notices required or authorized to be given by this Agreement shall be in writing and shall be sent either by commercial courier,
facsimile, e-mail, or by certified U.S. mail, postage prepaid and return receipt requested, addressed to the proper party at the
address stated below or such address as the Party shall have designated to the other parties in accordance with this Section. Such
notice shall be effective on the date of receipt by the addressee party, except that any facsimiles received after 5:00 p.m. of
the addressee’s local time shall be deemed delivered the next day.


 


		If to Owner:	Mountain Gold Claims, LLC Series 9



PO Box 21146 


Reno, NV 89515 


Fax: 775-849-1985


E-mail: tom@mtngold.us


 








		Delivery of all Data to:	Mountain Gold Claims, LLC Series 9



760 Brenda Way


Washoe Valley, Nevada 89704


 


		If to Lessee:	Consolidated Goldfields Corporation



1575 Delucchi Lane, Suite 115


Reno, NV 89502


775-829-4507


E-mail:
mandrews@consolidatedgold.com


 




    	 	14	 



     


    

 


 


21.         Binding
Effect of Obligations. This Agreement shall be binding upon and inure to the benefit of the respective Parties and their heirs,
successors or assigns.


 


22.         Entire
Agreement. This Agreement constitutes the entire agreement between the parties with respect to the matters set forth herein,
and supersedes any prior agreement between the parties with respect to the matters set forth herein. No party has made any representations,
warranties, covenants or promises relating to the subject matter of this Agreement except as otherwise set forth herein, and any
prior agreements or understandings not specifically set forth herein shall be of no force or effect. This Agreement may be amended
or modified only by a written instrument signed by both Parties.


 


23.         Choice
and Governing Law and Venue Selection. This Agreement shall be construed, enforced and governed in accordance with the laws
of the State of Nevada, without giving effect to provisions thereof regarding conflict of laws. Venue and any action or proceeding
concerning the construction, or interpretation of the terms of this Agreement or any claim or dispute between the Parties shall
be commenced, heard and lie with the Second Judicial District Court of the State of Nevada, in and for the County of Washoe, Reno,
Nevada.


 


24.         Multiple
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original,
but all of which shall constitute the same Agreement.


 


25.         Severability.
In the event any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason and in any respect,
such invalidity, illegality or unenforceability shall in no event affect, prejudice or disturb the validity or enforceability of
the remainder of this Agreement, which shall be in full force and effect, enforceable in accordance with its terms.


 


26.         Time
of Essence. Time is of the essence in the performance of the Parties’ obligations under this Agreement.


 


LESSEE: 


 


Consolidated Goldfields Corporation 


 


	/s/ Marc J. Andrews	 	Date: 11-4-14
	By:  Marc Andrews, President 	 	 


 


OWNER:


 


	Mountain Gold Claims, LLC Series 9	 	 
	 	 	 
	/s/ Thomas E. Callicrate	 	Date: 11-4-14
	By:  Thomas Callicrate, Manager	 	 


 




    	 	15