Exhibit 10.1

 

PURCHASE AND SALE AGREEMENT

 

THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) is made this 19th day of July, 2011 by and between Gold Standard Royalty (Nevada) Inc., a Nevada corporation (“GSR”), whose principal address and address for service and notice is 11th Floor, 888 Dunsmir Street, Vancouver B.C. V6C 3K4; and, Julian E. Simpson & Julian E. Simpson, Personal Representative of The Estate of Jean C. Simpson, whose principal address and address for service and notice is 3544 Lanihou Pl, Kihei, Maui, Hawaii, USA 96753 (the “Simpsons”) (hereinafter GSR and the Simpsons may be collectively referred to as “Owner”) and Tonkin Springs LLC, a Delaware limited liability company (“Tonkin”) and US Gold Corporation, a Colorado corporation (“US Gold”) (hereinafter Tonkin and US Gold may be collectively referred to as “Buyer”) each of whose principal address and address for service and notice is 99 George St. 3rd Floor, Toronto, ON M5A 2N4; (each, a “Party” together the “Parties”).

 

RECITALS

 

A.                                   Whereas, GSR owns a seventy percent (70%) interest and the Simpsons own a thirty percent (30%) interest, in certain lode and mill site claims in the Tonkin Springs and Pat Canyon Projects in Eureka County, Nevada, more specifically described in Exhibits A and B, attached hereto, and incorporated herein by this reference (the “Property”).

 

B.                                     Owner desires to sell all right title and interest in and to the Property, and Buyer desires to purchase the same subject to the terms of this Agreement.

 

C.                                     US Gold shall pay to GSR five million eight hundred and fifty thousand Canadian Dollars (CAD $5,850,000.00) and US Gold shall pay to the Simpsons two million five hundred and seven thousand and one hundred and forty three Canadian Dollars (CAD $2,507,143.00) and US Gold shall grant to GSR and the Simpsons a Net Smelter Return (“NSR”) Royalty in accordance with Sections 1.2.1.2 and 1.3.1.2, respectively, in exchange for which GSR and the Simpsons each agree to transfer their respective interests in the Property to Tonkin pursuant to the terms and conditions set forth in this Agreement.

 

D.                                    The transaction shall be completed by or before July 31, 2011 (the “Closing Date”).

 

In consideration of the Parties’ rights and obligations under this Agreement, the Parties agree as follows:

 

SECTION ONE

Purchase and Sale

 

1.1                                 Sale.  Subject to the representations, warranties, covenants, agreements and other terms and conditions set forth in this Agreement, Owner hereby agrees to sell, convey, transfer, assign and deliver to the Buyer, and the Buyer agrees to purchase from the Owners 100% of the Owners’ right, title and interest in and to the Property.

 

1.2                                 Purchase Price.  The parties agree to the following terms:

 

1.2.1                        The GSR Purchase Price.  GSR agrees to sell its seventy percent (70%) interest in the Property to Tonkin for:

 

1











 

1.2.1.1               FIVE MILLION EIGHT HUNDRED FIFTY THOUSAND CANADIAN DOLLARS (CAD 5,850,000.00).

 

1.2.1.2               A one point four percent (1.4%) NSR Royalty in the gold produced from the Property, provided that the NSR Royalty on gold produced from the North Oxide Mineral Zone and North Sulfide Mineral Zone on the Property, as defined in Section 1.4, shall be in the gold produced in excess of the numbers of ounces of gold described in Section 1.4.  Except as provided in Section 1.4, Tonkin’s obligation to pay the NSR Royalty granted to GSR shall apply to all the gold produced from the Property whether or not Tonkin purchases the Simpsons’ thirty percent (30%) interest in the Property.

 

1.3                                 The Simpson Purchase Price.  The Simpsons agree to sell their thirty percent (30%) interest in the Property to Tonkin for:

 

1.3.1.1               TWO MILLION FIVE HUNDRED AND SEVEN THOUSAND AND ONE HUNDRED AND FORTY THREE CANADIAN DOLLARS (CAD 2, 507,143.00).

 

1.3.1.2               A zero point six percent (0.6%) NSR Royalty in the gold produced from the Property, except the North Oxide Mineral Zone and North Sulfide Mineral Zone on the Property, as defined in Section 1.4, for which the NSR Royalty shall be in the gold produced in excess of the numbers of ounces of gold described in Section 1.4.  Except as provided in Section 1.4, Tonkin’s obligation to pay the NSR Royalty granted to the Simpsons shall apply to all the gold produced from the Property whether or not Tonkin purchases GSR’s seventy percent (70%) interest in the Property.

 

1.4                                 NSR Royalty.  The NSR Royalty applicable to and imposed on the number of ounces of gold produced by Tonkin from the North Oxide Mineral Zone and the North Sulfide Mineral Zone, respectively, shall be payable only when the number of ounces produced (a) from and on the North Oxide Mineral Zone is in excess of 228,800 ounces; or (b) from the North Sulfide Mineral Zone is in excess of 452,600 ounces.  For purposes of this Agreement and the Quitclaim Deed to be delivered by Seller in accordance with Section 2.1.2 (the “Deed”), the “North Oxide Mineral Zone” means the mineralized zone which contains the North Model Measured and Indicated Resource as described in Table 17-9 of the Technical Report on the Tonkin Project prepared for US Gold by Alan C. Noble, P.E. of Ore Reserves Engineering dated May 16, 2008 (the “Technical Report”) and the “North Sulfide Mineral Zone” means the mineralized zone which contains the North Model Measured and Indicated Resource as described in Table 17-9 of the Technical Report.  The NSR Royalty shall be applicable to and imposed upon the gold produced from the North Oxide Mineral Zone and the North Sulfide Mineral Zone independently and separately of such Mineral Zones and the NSR Royalty applicable to and imposed elsewhere on the Property.

 

SECTION TWO

Closing

 

2.1                                 Closing.  The parties acknowledge and agree that the closing of the purchase and sale of the Property shall take place on or before July 31, 2011.

 

2.1.1                        Delivery by Buyer.       Buyer shall deliver or cause to be delivered the purchase price to each Owner as defined in Paragraphs 1.2.1.1 and 1.3.1.1 above by way of certified check, bank draft, or wire transfer payable to or to the order of each Owner.

 

2.1.2                        Delivery by Seller.  Upon Closing Owner shall deliver a Quitclaim Deed with Reserved Royalty the form of which is attached to as Exhibit C, together with a declaration of value.

 

2











 

2.2                                 Further Assurances.  The Parties hereto shall do and perform and cause to be done and performed such further and other acts and things and execute and deliver such documents and instruments as may be necessary or desirable to give full effect to this Agreement, both during the term of the Agreement of Trust, and at the closing.

 

SECTION THREE

Maintenance of Claims

 

3.1                                 Claim Maintenance.  From the date this Agreement takes effect until the Closing, Buyer shall maintain title to the Property, including without limitation, paying when due all taxes on or with respect to the Property and doing all things and making all payments, recordings or filings necessary or appropriate to maintain the right, title and interest of the Property.

 

SECTION FOUR

Representations and Warranties

 

4.1                                 Authority.  Each of GSR, Tonkin and US Gold warrants and represents to the other Parties that it is in good standing under the laws of the jurisdiction in which it is incorporated or formed and each of the parties warrants and represents to the other Parties that it has all the requisite power, right and authority to enter this Agreement and to perform its obligations thereunder, and to enter and execute any agreement or instrument referred to or contemplated by this Agreement.  The Parties further warrant that entering this Agreement shall not violate the terms of any other agreement regarding the Property.

 

4.2                                 Warranty of Title.  GSR represents in respect of its seventy percent (70%) interest in the Property and the Simpsons represent in respect of their thirty percent (30%) interest in the Property as follows:

 

4.2.1                        That, subject to the paramount title of the United States, it has full marketable title to its interest in the Property and will convey such interest free of any and all encumbrances, except the NSR Royalty.

 

4.2.2                        That to the best of its knowledge, information and belief there is no litigation, proceeding or investigation pending or threatened or involving it, or the Property before any court, governmental department commission, or agency, which if adversely determined would prohibit or frustrate the transactions and covenants contemplated in this Agreement.

 

4.2.3                        To its knowledge, information and belief it is unaware of any material facts or circumstances which have not been disclosed in this Agreement and which should be disclosed to Buyer in order to prevent the representations and warranties set forth herein from being misleading.

 

4.2.4                        To the best of its knowledge, information and belief the unpatented claims which constitute all or a portion of the Property: (a) were properly located in accordance with applicable laws; (b) all Federal annual mining claim maintenance and rental fees have been paid properly and timely; and (c) all affidavits of annual assessment work, notices of intent to hold and proofs of payment of the Federal annual mining claim maintenance fees have been properly filed and recorded, provided, however, that GSR and the Simpsons make no representation or warranty concerning the discovery or presence of valuable minerals on or under the unpatented mining claims which comprise all or a portion of the Property.

 

3











 

4.3                                 Survival of Representations and Warranties.  The representations and warranties of each party shall survive the completion of the transactions contemplated by this Agreement and shall continue thereafter in full force and effect for the benefit of the Owner and Buyer, notwithstanding any independent inquiry or investigation by the Owner or Buyer.

 

4.4                                 Indemnity.  The Owner and Buyer mutually covenant and agree to indemnify and hold harmless the other from any losses, claims, actions, liabilities, damages, and costs, including any payment made in good faith in settlement of any potential claim, arising from:

 

4.4.1                        Any of the representations and warranties of the Owner and Buyer set forth in this Agreement; or

 

4.4.2                        Any and all actions, lawsuits, proceedings, demands, assessments, judgments, costs and legal and other expenses incidental to the forgoing.

 

SECTION FIVE

Notices and Payments

 

5.1                                 Notices.  All notices to Buyer or Owner shall be in writing and shall be sent by certified or registered mail/courier, return receipt requested, to the addresses set forth on the first page of this Agreement.  Notice of any change in address shall be given in the same manner.

 

5.2                                 Payments.  Unless Buyer is directed by GSR or the Simpsons to the contrary, all payments shall be in Canadian currency payable to the appropriate address above.

 

SECTION SIX

Exclusivity

 

Owner shall not initiate, solicit, encourage or entertain any offer or proposal to sell, lease, rent or transfer any interest in the Property prior to closing.

 

SECTION 7

Miscellaneous Provisions.

 

7.1                                 Additional Documents.  The Parties shall from time to time execute all such further instruments and documents and do all such further actions as may be necessary to effectuate the purposes of this Deed.

 

7.2                                 Compliance with Laws.  Prior to Closing, the Parties shall at all times comply with all applicable present or future federal, provincial, state and local Laws, statutes, rules, regulations, permits, ordinances, certificates, licenses and other regulatory requirements, policies and guidelines relating to operations and activities on or with respect to the Property.

 

7.3                                 Confidentiality.  The Parties hereto acknowledge and agree that any information obtained through discussions, communications or negotiations between the parties, will be kept confidential and shall not be used other than in furtherance of the purpose of this Agreement. This confidentiality obligation shall not apply to any information which is now in the public domain, any information which may subsequently become public other than through breach by either party hereto, information disclosed

 

4











 

by a third party in respect of which such third parties are not under any obligation of confidentiality or information which is required by law to be disclosed.

 

7.4                                 Binding Effect.  This Agreement shall inure to the benefit of and be binding upon each of GSR and the Simpsons if one such party, but not both executes this Agreement.  This Agreement shall be binding on each party which executes this Agreement and its respective heirs, executors, administrators, successors, and assigns.

 

7.5                                 Applicable Law.  The terms and provisions of this Agreement shall be interpreted in accordance with the laws of the Nevada.

 

7.6                                 Entire Agreement.  This Agreement terminates and replaces all prior agreements, either written, oral or implied, between the parties hereto, and constitutes the entire agreement between the parties.

 

7.7                                 Void or Invalid Provisions.  If any term, provision, covenant or condition of this Agreement, or any application thereof, should be held by a court of competent jurisdiction to be invalid, void or unenforceable, all provisions, covenants and conditions of this Agreement, and all applications thereof not held invalid, void or unenforceable, shall continue in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

 

7.8                                 Time of the Essence.  Time is of the essence of this Agreement and each and every part thereof.

 

7.9                                 No Partnership.  Nothing in this Agreement shall create a partnership between Owner and Buyer.

 

7.10                           Counterparts. This Deed may be executed in any number of counterparts, and it shall not be necessary that the signatures of the Parties be contained on any counterpart. Each counterpart shall be deemed an original, but all counterparts together shall constitute one and the same instrument.

 

(Signature page follows)

 

5











 

IN WITNESS WHEREOF, Owner has hereunto set its hand the day and year first above written.

 

 

	
 
    	
 
    	
TONKIN   SPRINGS LLC
    
	
 
    	
 
    	
By:
    	
 
    
	
 
    	
 
    	
 
    	
Name:   Ian J. Ball
    
	
 
    	
 
    	
 
    	
Title:   Manager
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
GOLD   STANDARD ROYALTY (NEVADA) INC.
    
	
 
    	
 
    	
By:
    	
 
    
	
 
    	
 
    	
 
    	
Name:   Michael O’Brien
    
	
 
    	
 
    	
 
    	
Title:   Treasurer
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
JULIAN   E. SIMPSON
    
	
 
    	
 
    	
By:
    	
 
    
	
 
    	
 
    	
 
    	
Name:   Julian E. Simpson
    
	
 
    	
 
    	
 
    	
Title:   Individually
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
JULIAN   E. SIMPSON PERSONAL
    
	
 
    	
 
    	
REPRESENTATIVE   OF THE ESTATE OF JEAN C. 
    
	
 
    	
 
    	
SIMPSON
    
	
 
    	
 
    	
By:
    	
 
    
	
 
    	
 
    	
 
    	
Name:   Julian E. Simpson
    
	
 
    	
 
    	
 
    	
Title:   Personal Representative of the Estate of 
    
	
 
    	
 
    	
 
    	
Jean   C. Simpson
    


 

6












 

EXHIBIT A

Eureka County

 

	
Claim Owners:
    	
 
    	
Lessee:
    
	
Gold Standard Royalty (NV) Inc.
    	
 
    	
US Gold Corporation
    
	
via the Lyle F.   Campbell Trust
    	
 
    	
1595 Meadow Wood Lane, Suite 3
    
	
11th Floor — 888 Dunsmuir Street
    	
 
    	
Reno, NV 89502
    
	
Vancouver, BC V6C   3K4 CANADA
    	
 
    	
 
    
	
Mr. & Mrs. Julian Simpson
    	
 
    	
 
    


 

Tonkin Springs Project

 

	
Claim Name
    	
 
    	
BLM NMC#
    	
 
    	
County Bk/Pg
    
	
B   1
    	
 
    	
722670
    	
 
    	
288/210
    
	
B   2
    	
 
    	
722671
    	
 
    	
288/211
    
	
B   3
    	
 
    	
722672
    	
 
    	
288/212
    
	
C   1
    	
 
    	
722673
    	
 
    	
288/213
    
	
C   2
    	
 
    	
722674
    	
 
    	
288/214
    
	
C   3
    	
 
    	
722675
    	
 
    	
288/215
    
	
C   4
    	
 
    	
722676
    	
 
    	
288/216
    
	
C   5
    	
 
    	
722677
    	
 
    	
288/217
    
	
C   6
    	
 
    	
722678
    	
 
    	
288/218
    
	
C   7
    	
 
    	
722679
    	
 
    	
288/219
    
	
C   8
    	
 
    	
722680
    	
 
    	
288/220
    
	
C   9
    	
 
    	
722681
    	
 
    	
288/221
    
	
C   10
    	
 
    	
722682
    	
 
    	
288/222
    
	
C   11
    	
 
    	
722683
    	
 
    	
288/223
    
	
C   12
    	
 
    	
722684
    	
 
    	
288/224
    
	
C   13
    	
 
    	
722685
    	
 
    	
288/225
    
	
C   14
    	
 
    	
722686
    	
 
    	
288/226
    
	
C   15
    	
 
    	
722687
    	
 
    	
288/227
    
	
C   16
    	
 
    	
722688
    	
 
    	
288/228
    
	
C   17
    	
 
    	
722689
    	
 
    	
288/229
    
	
C   18
    	
 
    	
722690
    	
 
    	
288/230
    
	
C   19
    	
 
    	
722691
    	
 
    	
288/231
    
	
C   20
    	
 
    	
722692
    	
 
    	
288/232
    
	
C   21
    	
 
    	
722693
    	
 
    	
288/233
    
	
C   22
    	
 
    	
722694
    	
 
    	
288/234
    
	
C   23
    	
 
    	
722695
    	
 
    	
288/235
    
	
C   24
    	
 
    	
722696
    	
 
    	
288/236
    
	
C   25
    	
 
    	
722697
    	
 
    	
288/237
    


 

1











 

	
Claim Name
    	
 
    	
BLM NMC#
    	
 
    	
County Bk/Pg
    
	
C   26
    	
 
    	
722698
    	
 
    	
288/238
    
	
C   27
    	
 
    	
722699
    	
 
    	
288/239
    
	
C   28
    	
 
    	
722700
    	
 
    	
288/240
    
	
C   29
    	
 
    	
722701
    	
 
    	
288/241
    
	
C   30
    	
 
    	
722702
    	
 
    	
288/242
    
	
C   31
    	
 
    	
722703
    	
 
    	
288/243
    
	
C   33
    	
 
    	
722704
    	
 
    	
288/244
    
	
C   34
    	
 
    	
722705
    	
 
    	
288/245
    
	
C   35
    	
 
    	
722706
    	
 
    	
288/246
    
	
C   36
    	
 
    	
722707
    	
 
    	
288/247
    
	
C   37
    	
 
    	
722708
    	
 
    	
288/248
    
	
C   38
    	
 
    	
722709
    	
 
    	
288/249
    
	
C   39
    	
 
    	
722710
    	
 
    	
288/250
    
	
C   40
    	
 
    	
722711
    	
 
    	
288/251
    
	
C   41
    	
 
    	
722712
    	
 
    	
288/252
    
	
C   42
    	
 
    	
722713
    	
 
    	
288/253
    
	
C   43
    	
 
    	
722714
    	
 
    	
288/254
    
	
C   44
    	
 
    	
722715
    	
 
    	
288/255
    
	
C   45
    	
 
    	
722716
    	
 
    	
288/256
    
	
C   46
    	
 
    	
722717
    	
 
    	
288/257
    
	
C   47
    	
 
    	
722718
    	
 
    	
288/258
    
	
C   48
    	
 
    	
722719
    	
 
    	
288/259
    
	
C   49
    	
 
    	
722720
    	
 
    	
288/260
    
	
C   50
    	
 
    	
722721
    	
 
    	
288/261
    
	
C   51
    	
 
    	
722722
    	
 
    	
288/262
    
	
C   52
    	
 
    	
722723
    	
 
    	
288/263
    
	
C   53
    	
 
    	
722724
    	
 
    	
288/264
    
	
C   55
    	
 
    	
722726
    	
 
    	
288/266
    
	
C   56
    	
 
    	
722727
    	
 
    	
288/267
    
	
C   57
    	
 
    	
722728
    	
 
    	
288/268
    
	
C   58
    	
 
    	
722729
    	
 
    	
288/269
    
	
C   59
    	
 
    	
722730
    	
 
    	
288/270
    
	
C   60
    	
 
    	
722731
    	
 
    	
288/271
    
	
FET   NO. 1
    	
 
    	
636315
    	
 
    	
228/445
    
	
FET   NO. 2
    	
 
    	
636316
    	
 
    	
228/447
    
	
FET   NO. 3
    	
 
    	
636317
    	
 
    	
228/449
    
	
N   #39
    	
 
    	
636318
    	
 
    	
228/451
    
	
N   #40
    	
 
    	
636319
    	
 
    	
228/453
    
	
N   #41
    	
 
    	
636320
    	
 
    	
228/455
    
	
N   #51
    	
 
    	
636322
    	
 
    	
228/459
    


 

2











 

	
Claim Name
    	
 
    	
BLM NMC#
    	
 
    	
County Bk/Pg
    
	
NC   20
    	
 
    	
810345
    	
 
    	
331/399
    
	
NC   27
    	
 
    	
810352
    	
 
    	
331/406
    
	
NC   34
    	
 
    	
810359
    	
 
    	
331/413
    
	
NC   35
    	
 
    	
810360
    	
 
    	
331/414
    
	
NC   36
    	
 
    	
810361
    	
 
    	
331/415
    
	
NC   69
    	
 
    	
810394
    	
 
    	
331/448
    
	
NC   70
    	
 
    	
810395
    	
 
    	
331/449
    
	
NC   71
    	
 
    	
810396
    	
 
    	
331/450
    
	
NC   72
    	
 
    	
810397
    	
 
    	
331/451
    
	
NC   73
    	
 
    	
810398
    	
 
    	
331/452
    
	
NC   74
    	
 
    	
810399
    	
 
    	
331/453
    
	
NC   75
    	
 
    	
810400
    	
 
    	
331/454
    
	
NC   76
    	
 
    	
810401
    	
 
    	
331/455
    
	
NC   77
    	
 
    	
810402
    	
 
    	
331/456
    
	
NC   78
    	
 
    	
810403
    	
 
    	
331/457
    
	
NC   79
    	
 
    	
810404
    	
 
    	
331/458
    
	
NC   82
    	
 
    	
810407
    	
 
    	
331/461
    
	
NC   83
    	
 
    	
810408
    	
 
    	
331/462
    
	
NC   84
    	
 
    	
810409
    	
 
    	
331/463
    
	
NC   85
    	
 
    	
810410
    	
 
    	
331/464
    
	
NC   86
    	
 
    	
810411
    	
 
    	
331/465
    
	
NC   87
    	
 
    	
810412
    	
 
    	
331/466
    
	
NC   88
    	
 
    	
810413
    	
 
    	
331/467
    
	
NC   89
    	
 
    	
810414
    	
 
    	
331/468
    
	
NC   90
    	
 
    	
810415
    	
 
    	
331/469
    
	
NC   91
    	
 
    	
810416
    	
 
    	
331/470
    
	
NC   92
    	
 
    	
810417
    	
 
    	
331/471
    
	
NC   93
    	
 
    	
810418
    	
 
    	
331/472
    
	
NC   94
    	
 
    	
810419
    	
 
    	
331/473
    
	
NC   95
    	
 
    	
810420
    	
 
    	
331/474
    
	
NC   96
    	
 
    	
810421
    	
 
    	
331/475
    
	
NC   97
    	
 
    	
810422
    	
 
    	
331/476
    
	
NC   98
    	
 
    	
810423
    	
 
    	
331/477
    
	
NC   99
    	
 
    	
810424
    	
 
    	
331/478
    
	
NC   100
    	
 
    	
810425
    	
 
    	
331/479
    
	
NC   101
    	
 
    	
810426
    	
 
    	
331/480
    
	
NC   102
    	
 
    	
810427
    	
 
    	
331/481
    
	
NC   103
    	
 
    	
810428
    	
 
    	
331/482
    
	
NC   104
    	
 
    	
810429
    	
 
    	
331/483
    
	
NC   105
    	
 
    	
810430
    	
 
    	
331/484
    


 

3











 

	
Claim Name
    	
 
    	
BLM NMC#
    	
 
    	
County Bk/Pg
    
	
NC   106
    	
 
    	
810431
    	
 
    	
331/485
    
	
NC   107
    	
 
    	
810432
    	
 
    	
331/486
    
	
NC   108
    	
 
    	
810433
    	
 
    	
331/487
    
	
NC   109
    	
 
    	
810434
    	
 
    	
331/488
    
	
NC   110
    	
 
    	
810435
    	
 
    	
331/489
    
	
NC   111
    	
 
    	
810436
    	
 
    	
331/490
    
	
NC   112
    	
 
    	
810437
    	
 
    	
331/491
    
	
NC   113
    	
 
    	
810438
    	
 
    	
331/492
    
	
NC   114
    	
 
    	
810439
    	
 
    	
331/493
    
	
NC   115
    	
 
    	
810440
    	
 
    	
331/494
    
	
NC   116
    	
 
    	
810441
    	
 
    	
331/495
    
	
NC   117
    	
 
    	
810442
    	
 
    	
331/496
    
	
NC   118
    	
 
    	
810443
    	
 
    	
331/497
    
	
NC   119
    	
 
    	
810444
    	
 
    	
331/498
    
	
NC   120
    	
 
    	
810445
    	
 
    	
331/499
    
	
NC   121
    	
 
    	
810446
    	
 
    	
331/500
    
	
NC   122
    	
 
    	
810447
    	
 
    	
331/501
    
	
NC   123
    	
 
    	
810448
    	
 
    	
331/198
    
	
NC   124
    	
 
    	
810449
    	
 
    	
331/199
    
	
NC   125
    	
 
    	
810450
    	
 
    	
331/200
    
	
NC   126
    	
 
    	
810451
    	
 
    	
331/201
    
	
NC   127
    	
 
    	
810452
    	
 
    	
331/202
    
	
NC   128
    	
 
    	
810453
    	
 
    	
331/203
    
	
NC   129
    	
 
    	
810454
    	
 
    	
331/204
    
	
NC   130
    	
 
    	
810455
    	
 
    	
331/205
    
	
NC   131
    	
 
    	
810456
    	
 
    	
331/206
    
	
NC   132
    	
 
    	
810457
    	
 
    	
331/207
    
	
NC   133
    	
 
    	
810458
    	
 
    	
331/208
    
	
NC   134
    	
 
    	
810459
    	
 
    	
331/209
    
	
NC   135
    	
 
    	
810460
    	
 
    	
331/210
    
	
NC   136
    	
 
    	
810461
    	
 
    	
331/211
    
	
NC   137
    	
 
    	
810462
    	
 
    	
331/212
    
	
O   #27
    	
 
    	
636325
    	
 
    	
228/465
    
	
O   #28
    	
 
    	
636326
    	
 
    	
228/467
    
	
O   #29
    	
 
    	
636327
    	
 
    	
228/469
    
	
O   #30
    	
 
    	
636328
    	
 
    	
228/471
    
	
O   #31
    	
 
    	
636329
    	
 
    	
228/473
    
	
O   #32
    	
 
    	
636330
    	
 
    	
228/475
    
	
O   #33
    	
 
    	
636331
    	
 
    	
228/477
    
	
O   #34
    	
 
    	
636332
    	
 
    	
228/479
    


 

4











 

	
Claim Name
    	
 
    	
BLM NMC#
    	
 
    	
County Bk/Pg
    
	
O   #35
    	
 
    	
636333
    	
 
    	
228/481
    
	
O   #39
    	
 
    	
636334
    	
 
    	
228/483
    
	
O   #40
    	
 
    	
636335
    	
 
    	
228/485
    
	
O   #41
    	
 
    	
636336
    	
 
    	
228/487
    
	
O   #51
    	
 
    	
636338
    	
 
    	
228/491
    
	
O   #52
    	
 
    	
636339
    	
 
    	
228/493
    
	
P   #27
    	
 
    	
636341
    	
 
    	
228/497
    
	
P   #28
    	
 
    	
636342
    	
 
    	
228/499
    
	
P   #29
    	
 
    	
636343
    	
 
    	
228/501
    
	
P   #30
    	
 
    	
636344
    	
 
    	
228/503
    
	
P   #31
    	
 
    	
636345
    	
 
    	
228/505
    
	
P   #32
    	
 
    	
636346
    	
 
    	
228/507
    
	
P   #33
    	
 
    	
636347
    	
 
    	
228/509
    
	
P   #34
    	
 
    	
636348
    	
 
    	
228/511
    
	
P   #35
    	
 
    	
636349
    	
 
    	
228/513
    
	
P   #36
    	
 
    	
636350
    	
 
    	
228/515
    
	
P   #37
    	
 
    	
636351
    	
 
    	
228/517
    
	
P   #38
    	
 
    	
636352
    	
 
    	
228/519
    
	
P   #39
    	
 
    	
636353
    	
 
    	
228/521
    
	
P   #40
    	
 
    	
636354
    	
 
    	
228/523
    
	
P   #41
    	
 
    	
636355
    	
 
    	
228/525
    
	
P   #42
    	
 
    	
636356
    	
 
    	
228/527
    
	
P   #43
    	
 
    	
636357
    	
 
    	
228/529
    
	
P   #44
    	
 
    	
636358
    	
 
    	
228/531
    
	
P   #45
    	
 
    	
636359
    	
 
    	
228/533
    
	
PAT   #1
    	
 
    	
636364
    	
 
    	
228/543
    
	
PAT   #2
    	
 
    	
636365
    	
 
    	
228/545
    
	
PAT   #11
    	
 
    	
636374
    	
 
    	
228/563
    
	
PAT   #12
    	
 
    	
636375
    	
 
    	
228/565
    
	
PAT   #13
    	
 
    	
636376
    	
 
    	
228/567
    
	
PAT   #14
    	
 
    	
636377
    	
 
    	
228/569
    
	
PAT   #15
    	
 
    	
636378
    	
 
    	
228/571
    
	
PAT   #16
    	
 
    	
636379
    	
 
    	
228/573
    
	
Q   #27
    	
 
    	
636380
    	
 
    	
228/575
    
	
Q   #34
    	
 
    	
636381
    	
 
    	
228/577
    
	
Q   #35
    	
 
    	
636382
    	
 
    	
228/579
    
	
Q   #36
    	
 
    	
636383
    	
 
    	
228/581
    
	
Q   #37
    	
 
    	
636384
    	
 
    	
228/583
    
	
Q   #38
    	
 
    	
636385
    	
 
    	
228/585
    
	
Q   #39
    	
 
    	
636386
    	
 
    	
228/587
    


 

5











 

	
Claim Name
    	
 
    	
BLM NMC#
    	
 
    	
County Bk/Pg
    
	
Q   #40
    	
 
    	
636387
    	
 
    	
228/589
    
	
Q   #41
    	
 
    	
636388
    	
 
    	
228/591
    
	
Q   #42
    	
 
    	
636389
    	
 
    	
228/593
    
	
Q   #43
    	
 
    	
636390
    	
 
    	
228/595
    
	
Q   #44
    	
 
    	
636391
    	
 
    	
228/597
    
	
Q   #45
    	
 
    	
636392
    	
 
    	
228/599
    
	
R   #41
    	
 
    	
636397
    	
 
    	
228/609
    
	
R   #42
    	
 
    	
636398
    	
 
    	
228/611
    
	
R   #43
    	
 
    	
636399
    	
 
    	
228/613
    
	
R   #44
    	
 
    	
636400
    	
 
    	
228/615
    
	
R   #45
    	
 
    	
636401
    	
 
    	
228/617
    
	
R   #48
    	
 
    	
636404
    	
 
    	
229/1
    
	
R   #49
    	
 
    	
636405
    	
 
    	
229/3
    
	
S   #41
    	
 
    	
636406
    	
 
    	
229/5
    
	
S   #42
    	
 
    	
636407
    	
 
    	
229/7
    
	
S   #43
    	
 
    	
636408
    	
 
    	
229/9
    
	
S   #44
    	
 
    	
636409
    	
 
    	
229/11
    
	
S   #49
    	
 
    	
636414
    	
 
    	
229/21
    
	
S   #101
    	
 
    	
636415
    	
 
    	
229/23
    
	
S   #102
    	
 
    	
636416
    	
 
    	
229/25
    
	
S   #103
    	
 
    	
636417
    	
 
    	
229/27
    
	
S   #104
    	
 
    	
636418
    	
 
    	
229/29
    
	
S   #105
    	
 
    	
636419
    	
 
    	
229/31
    
	
S   #106
    	
 
    	
636420
    	
 
    	
229/33
    
	
S   #107
    	
 
    	
636421
    	
 
    	
229/35
    
	
S   #108
    	
 
    	
636422
    	
 
    	
229/37
    
	
S   #109
    	
 
    	
636423
    	
 
    	
229/39
    
	
S   #110
    	
 
    	
636424
    	
 
    	
229/41
    
	
S   #111
    	
 
    	
636425
    	
 
    	
229/43
    
	
SUMMER   #2
    	
 
    	
636426
    	
 
    	
229/45
    
	
SUMMER   #3
    	
 
    	
636427
    	
 
    	
229/47
    
	
SUMMER   #4
    	
 
    	
636428
    	
 
    	
229/49
    
	
SUMMER   #5
    	
 
    	
636429
    	
 
    	
229/51
    
	
SUMMER   #7
    	
 
    	
636430
    	
 
    	
229/53
    
	
SUMMER   #8
    	
 
    	
636431
    	
 
    	
229/55
    
	
SUMMER   #9
    	
 
    	
636432
    	
 
    	
229/57
    
	
SUMMER   #10
    	
 
    	
636433
    	
 
    	
229/59
    
	
SUMMER   #17
    	
 
    	
636438
    	
 
    	
229/69
    
	
SUMMER   #18
    	
 
    	
636439
    	
 
    	
229/71
    
	
TSG   #22
    	
 
    	
365062
    	
 
    	
143/373
    


 

6











 

	
Claim Name
    	
 
    	
BLM NMC#
    	
 
    	
County Bk/Pg
    
	
TSG   #23
    	
 
    	
365063
    	
 
    	
143/374
    
	
TSG   #24
    	
 
    	
365064
    	
 
    	
143/375
    
	
TSG   #25
    	
 
    	
365065
    	
 
    	
143/376
    
	
TSG   #27 E
    	
 
    	
636440
    	
 
    	
229/73
    
	
TSG   #28 E
    	
 
    	
636441
    	
 
    	
229/75
    
	
TSG   #29 E
    	
 
    	
636442
    	
 
    	
229/77
    
	
TSG   #30 E
    	
 
    	
636443
    	
 
    	
229/79
    
	
TSG   #31 E
    	
 
    	
636444
    	
 
    	
229/81
    
	
TSG   #32 E
    	
 
    	
636445
    	
 
    	
229/83
    
	
TSG   #33
    	
 
    	
636446
    	
 
    	
229/85
    
	
TSG   #34
    	
 
    	
636447
    	
 
    	
229/87
    
	
TSG   #35
    	
 
    	
636448
    	
 
    	
229/89
    
	
TSG   #55
    	
 
    	
365095
    	
 
    	
143/406
    
	
TSG   #62
    	
 
    	
365102
    	
 
    	
143/413
    
	
TSG   #63
    	
 
    	
365103
    	
 
    	
143/414
    
	
TSG   #64
    	
 
    	
365104
    	
 
    	
143/415
    
	
TSG   #65
    	
 
    	
365105
    	
 
    	
143/416
    
	
TSG   #77
    	
 
    	
365117
    	
 
    	
143/428
    
	
TSG   #78
    	
 
    	
365118
    	
 
    	
143/429
    
	
TSG   #79
    	
 
    	
365119
    	
 
    	
143/430
    
	
TSG   #80
    	
 
    	
365120
    	
 
    	
143/431
    
	
TSG   #158
    	
 
    	
636277
    	
 
    	
229/95
    
	
TSG   #159
    	
 
    	
636278
    	
 
    	
229/97
    
	
TSG   #165
    	
 
    	
365205
    	
 
    	
143/516
    
	
TSG   #166
    	
 
    	
365206
    	
 
    	
143/517
    
	
TSG   #304
    	
 
    	
468704
    	
 
    	
174/426
    
	
TSG   #454
    	
 
    	
468854
    	
 
    	
174/576
    
	
TSG   #455
    	
 
    	
468855
    	
 
    	
174/577
    
	
TSG   #479
    	
 
    	
468879
    	
 
    	
175/001
    
	
TSG   #480
    	
 
    	
468880
    	
 
    	
175/002
    
	
TSG   #675
    	
 
    	
470688
    	
 
    	
175/514
    
	
TSG   #676
    	
 
    	
470689
    	
 
    	
175/515
    
	
TSG   #697
    	
 
    	
470710
    	
 
    	
175/536
    
	
U   #35
    	
 
    	
636449
    	
 
    	
229/99
    
	
U   #36
    	
 
    	
636450
    	
 
    	
229/101
    
	
V   #36
    	
 
    	
636456
    	
 
    	
229/113
    
	
W   #36
    	
 
    	
51868
    	
 
    	
69/118
    
	
X   #73
    	
 
    	
48941
    	
 
    	
68/407
    
	
X   #119
    	
 
    	
72916
    	
 
    	
71/187
    
	
X   #125
    	
 
    	
72918
    	
 
    	
71/189
    


 

7











 

	
Claim Name
    	
 
    	
BLM NMC#
    	
 
    	
County Bk/Pg
    
	
X   #131
    	
 
    	
72920
    	
 
    	
71/191
    
	
ABC   1
    	
 
    	
694098
    	
 
    	
265/31
    
	
ABC   2
    	
 
    	
694099
    	
 
    	
265/32
    
	
ABC   3
    	
 
    	
694100
    	
 
    	
265/33
    
	
ABC   4
    	
 
    	
694101
    	
 
    	
265/34
    
	
ABC   5
    	
 
    	
694102
    	
 
    	
265/35
    
	
ABC   6
    	
 
    	
694103
    	
 
    	
265/36
    
	
ABC   7
    	
 
    	
694104
    	
 
    	
265/37
    
	
ABC   8
    	
 
    	
694105
    	
 
    	
265/38
    
	
ABC   9
    	
 
    	
694106
    	
 
    	
265/39
    
	
ABC   10
    	
 
    	
694107
    	
 
    	
265/40
    
	
ABC   11
    	
 
    	
694108
    	
 
    	
265/41
    
	
ABC   12
    	
 
    	
694109
    	
 
    	
265/42
    
	
ABC   13
    	
 
    	
694110
    	
 
    	
265/43
    
	
ABC   14
    	
 
    	
694111
    	
 
    	
265/44
    
	
ABC   15
    	
 
    	
694112
    	
 
    	
265/45
    
	
ABC   16
    	
 
    	
694113
    	
 
    	
265/46
    
	
ABC   17
    	
 
    	
694114
    	
 
    	
265/47
    
	
ABC   18
    	
 
    	
694115
    	
 
    	
265/48
    
	
ABC   19
    	
 
    	
694116
    	
 
    	
265/49
    
	
ABC   20
    	
 
    	
694117
    	
 
    	
265/50
    
	
ABC   21
    	
 
    	
694118
    	
 
    	
265/51
    
	
ABC   22
    	
 
    	
694119
    	
 
    	
265/52
    
	
ABC   23
    	
 
    	
694120
    	
 
    	
265/53
    
	
ABC   24
    	
 
    	
694121
    	
 
    	
265/54
    
	
ABC   25
    	
 
    	
694122
    	
 
    	
265/55
    
	
ABC   26
    	
 
    	
694123
    	
 
    	
265/56
    
	
ABC   27
    	
 
    	
694124
    	
 
    	
265/57
    
	
ABC   28
    	
 
    	
694125
    	
 
    	
265/58
    
	
ABC   29
    	
 
    	
694126
    	
 
    	
265/59
    
	
ABC   30
    	
 
    	
694127
    	
 
    	
265/60
    
	
ABC   31
    	
 
    	
694128
    	
 
    	
265/61
    
	
ABC   32
    	
 
    	
694129
    	
 
    	
265/62
    
	
ABC   33
    	
 
    	
694130
    	
 
    	
265/63
    
	
ABC   34
    	
 
    	
694131
    	
 
    	
265/64
    
	
ABC   35
    	
 
    	
694132
    	
 
    	
265/65
    
	
ABC   36
    	
 
    	
694133
    	
 
    	
265/66
    
	
ABC   37
    	
 
    	
694134
    	
 
    	
265/67
    
	
ABC   38
    	
 
    	
694135
    	
 
    	
265/68
    
	
ABC   39
    	
 
    	
694136
    	
 
    	
265/69
    


 

8











 

	
Claim Name
    	
 
    	
BLM NMC#
    	
 
    	
County Bk/Pg
    
	
ABC   40
    	
 
    	
694137
    	
 
    	
265/70
    
	
ABC   41
    	
 
    	
694138
    	
 
    	
265/71
    
	
ABC   42
    	
 
    	
694139
    	
 
    	
265/72
    
	
ABC   43
    	
 
    	
694140
    	
 
    	
265/73
    
	
ABC   44
    	
 
    	
694141
    	
 
    	
265/74
    
	
ABC   45
    	
 
    	
694142
    	
 
    	
265/75
    
	
ABC   46
    	
 
    	
694143
    	
 
    	
265/76
    
	
ABC   47
    	
 
    	
694144
    	
 
    	
265/77
    
	
ABC   48
    	
 
    	
694145
    	
 
    	
265/78
    
	
ABC   49
    	
 
    	
694146
    	
 
    	
265/79
    
	
ABC   50
    	
 
    	
694147
    	
 
    	
265/80
    
	
ABC   51
    	
 
    	
694148
    	
 
    	
265/81
    
	
ABC   52
    	
 
    	
694149
    	
 
    	
265/82
    
	
ABC   53
    	
 
    	
694150
    	
 
    	
265/83
    
	
ABC   54
    	
 
    	
694151
    	
 
    	
265/84
    
	
ABC   55
    	
 
    	
694152
    	
 
    	
265/85
    
	
NCS   73
    	
 
    	
956642
    	
 
    	
458/334
    
	
NCS   74
    	
 
    	
956643
    	
 
    	
458/335
    
	
NCS   75
    	
 
    	
956644
    	
 
    	
458/336
    
	
NCS   86
    	
 
    	
956645
    	
 
    	
458/337
    
	
NCS   87
    	
 
    	
956646
    	
 
    	
458/338
    
	
NCS   88
    	
 
    	
956647
    	
 
    	
458/339
    
	
NCS   89
    	
 
    	
956648
    	
 
    	
458/340
    
	
NCS   90
    	
 
    	
956649
    	
 
    	
458/341
    
	
NCS   91
    	
 
    	
956650
    	
 
    	
458/342
    
	
NCS   92
    	
 
    	
956651
    	
 
    	
458/343
    
	
NCS   93
    	
 
    	
956652
    	
 
    	
458/344
    
	
NCS   94
    	
 
    	
956653
    	
 
    	
458/345
    
	
NCS   99
    	
 
    	
956654
    	
 
    	
458/346
    
	
NCS   100
    	
 
    	
956655
    	
 
    	
458/347
    
	
NCS   101
    	
 
    	
956656
    	
 
    	
458/348
    
	
NCS   102
    	
 
    	
956657
    	
 
    	
458/349
    
	
NCS   103
    	
 
    	
956658
    	
 
    	
458/350
    
	
NCS   104
    	
 
    	
956659
    	
 
    	
458/351
    
	
NCS   105
    	
 
    	
956660
    	
 
    	
458/352
    
	
NCS   106
    	
 
    	
956661
    	
 
    	
458/353
    
	
NCS   107
    	
 
    	
956662
    	
 
    	
458/354
    
	
NCS   138
    	
 
    	
956663
    	
 
    	
458/355
    
	
NCS   139
    	
 
    	
956664
    	
 
    	
458/356
    
	
AS   33
    	
 
    	
956665
    	
 
    	
458/357
    


 

9











 

	
Claim Name
    	
 
    	
BLM NMC#
    	
 
    	
County Bk/Pg
    
	
AS   34
    	
 
    	
956666
    	
 
    	
458/358
    
	
AS   35
    	
 
    	
956667
    	
 
    	
458/359
    
	
AS   36
    	
 
    	
956668
    	
 
    	
458/360
    
	
AS   37
    	
 
    	
956669
    	
 
    	
458/361
    
	
AS   38
    	
 
    	
956670
    	
 
    	
458/362
    
	
AS   39
    	
 
    	
956671
    	
 
    	
458/363
    
	
AS   40
    	
 
    	
956672
    	
 
    	
458/364
    
	
AS   41
    	
 
    	
956673
    	
 
    	
458/365
    
	
AS   52
    	
 
    	
956674
    	
 
    	
458/366
    
	
AS   53
    	
 
    	
956675
    	
 
    	
458/367
    
	
AS   54
    	
 
    	
956676
    	
 
    	
458/368
    
	
AS   55
    	
 
    	
956677
    	
 
    	
458/369
    
	
AS   56
    	
 
    	
956678
    	
 
    	
458/370
    
	
AS   57
    	
 
    	
956679
    	
 
    	
458/371
    
	
AS   58
    	
 
    	
956680
    	
 
    	
458/372
    
	
AS   248
    	
 
    	
956681
    	
 
    	
458/373
    
	
AS   249
    	
 
    	
956682
    	
 
    	
458/374
    
	
FLYBOY   1
    	
 
    	
932769
    	
 
    	
440/225
    
	
FLYBOY   2
    	
 
    	
932770
    	
 
    	
440/226
    
	
FLYBOY   3
    	
 
    	
932771
    	
 
    	
440/227
    
	
FLYBOY   4
    	
 
    	
932772
    	
 
    	
440/228
    
	
FLYBOY   5
    	
 
    	
932773
    	
 
    	
440/229
    
	
FLYBOY   6
    	
 
    	
932774
    	
 
    	
440/230
    
	
FLYBOY   16
    	
 
    	
932783
    	
 
    	
440/239
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Total = 372 claims
    	
 
    	
 
    	
 
    	
 
    


 

10












 

EXHIBIT B

Eureka County

 

	
Claim Owners:
    	
 
    	
Lessee:
    
	
Gold Standard Royalty (NV) Inc.
    	
 
    	
US Gold Corporation
    
	
via the Lyle F.   Campbell Trust
    	
 
    	
1595 Meadow Wood Lane, Suite 3
    
	
11th Floor — 888 Dunsmuir Street
    	
 
    	
Reno, NV 89502
    
	
Vancouver, BC V6C   3K4 CANADA
    	
 
    	
 
    
	
Mr. & Mrs. Julian Simpson
    	
 
    	
 
    


 

Pat Canyon

 

	
Claim Name
    	
 
    	
BLM NMC#
    	
 
    	
County Bk/Pg
    
	
N   #50
    	
 
    	
636321
    	
 
    	
228/457
    
	
N   #52
    	
 
    	
636323
    	
 
    	
228/461
    
	
N   #53
    	
 
    	
636324
    	
 
    	
228/463
    
	
O   #50
    	
 
    	
636337
    	
 
    	
228/489
    
	
O   #53
    	
 
    	
636340
    	
 
    	
228/495
    
	
P   #46
    	
 
    	
636360
    	
 
    	
228/535
    
	
P   #47
    	
 
    	
636361
    	
 
    	
228/537
    
	
P   #48
    	
 
    	
636362
    	
 
    	
228/539
    
	
P   #49
    	
 
    	
636363
    	
 
    	
228/541
    
	
Pat   #3
    	
 
    	
636366
    	
 
    	
228/547
    
	
Pat   #4
    	
 
    	
636367
    	
 
    	
228/549
    
	
Pat   #5
    	
 
    	
636368
    	
 
    	
228/551
    
	
Pat   #6
    	
 
    	
636369
    	
 
    	
228/553
    
	
Pat   #7
    	
 
    	
636370
    	
 
    	
228/555
    
	
Pat   #8
    	
 
    	
636371
    	
 
    	
228/557
    
	
Pat   #9
    	
 
    	
636372
    	
 
    	
228/559
    
	
Pat   #10
    	
 
    	
636373
    	
 
    	
228/561
    
	
Q   #46
    	
 
    	
636393
    	
 
    	
228/601
    
	
Q   #47
    	
 
    	
636394
    	
 
    	
228/603
    
	
Q   #48
    	
 
    	
636395
    	
 
    	
228/605
    
	
Q   #49
    	
 
    	
636396
    	
 
    	
228/607
    
	
R   #46
    	
 
    	
636402
    	
 
    	
228/619
    
	
R   #47
    	
 
    	
636403
    	
 
    	
228/621
    
	
S   #45
    	
 
    	
636410
    	
 
    	
229/13
    
	
S   #46
    	
 
    	
636411
    	
 
    	
229/15
    
	
S   #47
    	
 
    	
636412
    	
 
    	
229/17
    
	
S   #48
    	
 
    	
636413
    	
 
    	
229/19
    
	
Summer   #12
    	
 
    	
40566
    	
 
    	
67/101
    


 

1











 

	
Claim Name
    	
 
    	
BLM NMC#
    	
 
    	
County Bk/Pg
    
	
Summer   #13
    	
 
    	
636434
    	
 
    	
229/61
    
	
Summer   #14
    	
 
    	
636435
    	
 
    	
229/63
    
	
Summer   #15
    	
 
    	
636436
    	
 
    	
229/65
    
	
Summer   #16
    	
 
    	
636437
    	
 
    	
229/67
    
	
T   #43
    	
 
    	
51841
    	
 
    	
69/91
    
	
TSG   #20
    	
 
    	
365060
    	
 
    	
143/371
    
	
TSG   #21
    	
 
    	
365061
    	
 
    	
143/372
    
	
TSG   #46
    	
 
    	
365086
    	
 
    	
143/397
    
	
TSG   #47
    	
 
    	
365087
    	
 
    	
143/398
    
	
TSG   #48
    	
 
    	
365088
    	
 
    	
143/399
    
	
TSG   #49
    	
 
    	
365089
    	
 
    	
143/400
    
	
TSG   #50
    	
 
    	
365090
    	
 
    	
143/401
    
	
TSG   #51
    	
 
    	
365091
    	
 
    	
143/402
    
	
TSG   #52
    	
 
    	
365092
    	
 
    	
143/403
    
	
TSG   #53
    	
 
    	
365093
    	
 
    	
143/404
    
	
TSG   #54
    	
 
    	
365094
    	
 
    	
143/405
    
	
TSG   #56
    	
 
    	
365096
    	
 
    	
143/407
    
	
TSG   #57
    	
 
    	
365097
    	
 
    	
143/408
    
	
TSG   #58
    	
 
    	
365098
    	
 
    	
143/409
    
	
TSG   #59
    	
 
    	
365099
    	
 
    	
143/410
    
	
TSG   #60
    	
 
    	
365100
    	
 
    	
143/411
    
	
TSG   #61
    	
 
    	
365101
    	
 
    	
143/412
    
	
TSG   #67
    	
 
    	
365107
    	
 
    	
143/418
    
	
TSG   #68
    	
 
    	
365108
    	
 
    	
143/419
    
	
TSG   #145
    	
 
    	
365185
    	
 
    	
143/496
    
	
TSG   #146
    	
 
    	
365186
    	
 
    	
143/497
    
	
TSG   #149
    	
 
    	
365189
    	
 
    	
143/500
    
	
TSG   #150
    	
 
    	
365190
    	
 
    	
143/501
    
	
TSG   #151
    	
 
    	
365191
    	
 
    	
143/502
    
	
TSG   #152
    	
 
    	
365192
    	
 
    	
143/503
    
	
TSG   #303
    	
 
    	
468703
    	
 
    	
174/425
    
	
TSG   #423
    	
 
    	
468823
    	
 
    	
174/545
    
	
TSG   #424
    	
 
    	
468824
    	
 
    	
174/546
    
	
TSG   #425
    	
 
    	
468825
    	
 
    	
174/547
    
	
TSG   #426
    	
 
    	
468826
    	
 
    	
174/548
    
	
TSG   #427
    	
 
    	
468827
    	
 
    	
174/549
    
	
TSG   #453
    	
 
    	
468853
    	
 
    	
174/575
    
	
TSG   #456
    	
 
    	
468856
    	
 
    	
174/578
    
	
TSG   #457
    	
 
    	
468857
    	
 
    	
174/579
    
	
TSG   #477
    	
 
    	
468877
    	
 
    	
174/599
    


 

2











 

	
Claim Name
    	
 
    	
BLM NMC#
    	
 
    	
County Bk/Pg
    
	
TSG   #478
    	
 
    	
468878
    	
 
    	
174/600
    
	
TSG   #481
    	
 
    	
468881
    	
 
    	
175/3
    
	
TSG   #498
    	
 
    	
468898
    	
 
    	
175/20
    
	
TSG   #499
    	
 
    	
468899
    	
 
    	
175/21
    
	
TSG   #500
    	
 
    	
468900
    	
 
    	
175/22
    
	
TSG   #501
    	
 
    	
468901
    	
 
    	
175/23
    
	
TSG   #502
    	
 
    	
468902
    	
 
    	
175/24
    
	
TSG   #677
    	
 
    	
470690
    	
 
    	
175/516
    
	
U   #37
    	
 
    	
636451
    	
 
    	
229/103
    
	
U   #38
    	
 
    	
636452
    	
 
    	
229/105
    
	
U   #39
    	
 
    	
636453
    	
 
    	
229/107
    
	
U   #40
    	
 
    	
636454
    	
 
    	
229/109
    
	
V   #37
    	
 
    	
636457
    	
 
    	
229/115
    
	
V   #38
    	
 
    	
636458
    	
 
    	
229/117
    
	
V   #39
    	
 
    	
636459
    	
 
    	
229/119
    
	
X   #74
    	
 
    	
48942
    	
 
    	
68/408
    
	
X   #76
    	
 
    	
48944
    	
 
    	
68/410
    
	
X   #77
    	
 
    	
48945
    	
 
    	
68/411
    
	
X   #81
    	
 
    	
48949
    	
 
    	
68/415
    
	
X   #82
    	
 
    	
48950
    	
 
    	
68/416
    
	
X   #84
    	
 
    	
48952
    	
 
    	
68/418
    
	
X   #88
    	
 
    	
48956
    	
 
    	
68/422
    
	
X   #89
    	
 
    	
48957
    	
 
    	
68/423
    
	
X   #90
    	
 
    	
48958
    	
 
    	
68/424
    
	
X   #94
    	
 
    	
48960
    	
 
    	
68/426
    
	
X   #101
    	
 
    	
48965
    	
 
    	
68/431
    
	
X   #108
    	
 
    	
48970
    	
 
    	
68/436
    
	
X   #114
    	
 
    	
48974
    	
 
    	
68/440
    
	
X   #92
    	
 
    	
72907
    	
 
    	
71/178
    
	
X   #93
    	
 
    	
72908
    	
 
    	
71/179
    
	
X   #99
    	
 
    	
72909
    	
 
    	
71/180
    
	
X   #100
    	
 
    	
72910
    	
 
    	
71/181
    
	
X   #106
    	
 
    	
72911
    	
 
    	
71/182
    
	
X   #107
    	
 
    	
72912
    	
 
    	
71/183
    
	
X   #112
    	
 
    	
72913
    	
 
    	
71/184
    
	
X   #113
    	
 
    	
72914
    	
 
    	
71/185
    
	
X   #118
    	
 
    	
72915
    	
 
    	
71/186
    
	
X   #124
    	
 
    	
72917
    	
 
    	
71/188
    


 

3












 

Exhibit C

 

APN — N/A — unpatented mining claims

 

Recorded at request of

and return to:

 

Ruth Buffa

US Gold Corporation

1595 Meadow Wood Lane, Suite 3

Reno, NV  89502

 

The undersigned affirm that this document does not contain the personal information of any person.

 

 

QUITCLAIM DEED WITH RESERVED ROYALTY

 

THIS QUITCLAIM DEED WITH RESERVED ROYALTY (the “Deed”) is made this                  day of July, 2011 by and between Gold Standard Royalty (Nevada) Inc., a Nevada corporation (“GSR”), whose principal address and address for service is 11th Floor, 888 Dunsmuir Street, Vancouver B.C. V6C 3K4, (hereinafter GSR collectively referred to as “Owner”) and Tonkin Springs LLC, a Delaware limited liability company (“Tonkin”) whose principal address and address for service is 99 George St. 3rd Floor, Toronto, ON M5A 2N4; (each, a “Party” together the “Parties”).

 

Recitals

 

A.                                   Whereas, GSR owns a seventy percent (70%) interest and Julian E. Simpson and Julian E. Simpson, Personal Representative of the estate of Jean C. Simpson, owns a thirty percent (30%) interest, in certain lode and millsite Property in the Tonkin Springs and Pat Canyon Projects in Eureka County, Nevada, more specifically described in Exhibits A and B, attached hereto, and incorporated herein by this reference (the “Property”).

 

B.                                     Owner desires to sell all of Owner’s right, title and interest in and to the Property representing an undivided seventy percent (70%) interest in the Property, and Tonkin desires to purchase the same subject to Owner’s reservation to Owner of the production royalty (the “Royalty”) described in this Deed.

 

C.                                     In consideration of the Parties’ rights and obligations under this Deed, the Parties agree as follows:

 

Witnesseth

 

1.                                       Quitclaim.  Subject to the Royalty described in Section 2 below, Owner in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration paid to it by Tonkin, do hereby remise, release, and forever quitclaim unto Tonkin all of Owner’s right, title, and interest in and to the Property.

 

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TOGETHER with all and singular the tenements, hereditaments and appurtenances thereunto belonging, or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof.

 

TOGETHER with all minerals and all veins and lodes of mineral-bearing rock therein and all dips, spurs, and angles thereof.

 

TO HAVE AND TO HOLD all of the right, title and interest of Owner in and to the Property, together with the appurtenances, unto Tonkin, its successors and assigns forever.

 

2.                                       Reserved Royalty on Production.  Owner reserves a Royalty on the production of Gold from the Property equal to one point four percent (1.4%) of the net smelter returns (“NSR”) from the production of minerals from the Property.  The Royalty is granted and reserved as follows:

 

2.1                                 A one point four percent (1.4%) NSR Royalty to GSR in the Gold produced from the Property, provided that the NSR Royalty on Gold produced from the North Oxide Mineral Zone and North Sulfide Mineral Zone on the Property, as defined in Section 2.2, shall be in the Gold produced in excess of the numbers of ounces of Gold described in Section 2.2.

 

2.2                                 The NSR Royalty applicable to and imposed on the number of ounces of gold produced by Tonkin from the North Oxide Mineral Zone and the North Sulfide Mineral Zone, respectively, shall be payable only when the number of ounces produced (a) from the North Oxide Mineral Zone is in excess of 228,800 ounces; or (b) from the North Sulfide Mineral Zone is in excess of 452,600 ounces.  For purposes of this Deed, the “North Oxide Mineral Zone” means the mineralized zone which contains the North Model Measured and Indicated Resource as described in Table 17-9 of the Technical Report on the Tonkin Project prepared for U.S. Gold Corporation by Alan C. Noble, P.E. of Ore Reserves Engineering dated May 16, 2008 (the “Technical Report”), and the “North Sulfide Mineral Zone” means the mineralized zone which contains the North Model Measured and Indicated Resource as described in Table 17-9 of the Technical Report.  The NSR Royalty shall be applicable to and imposed upon the Gold produced from the North Oxide Mineral Zone and the North Sulfide Mineral Zone independently and separately of such Mineral Zones and the NSR Royalty applicable to and imposed upon the Gold produced from elsewhere on the Property.

 

3.                                       Burden of Royalty.  The Royalty shall burden and run with the Property, including any amendments, conversions to a lease or other form of tenure, relocations or patent of all or any of the unpatented mining Property which comprise all or part of the Property.  On amendment, conversion to a lease or other form of tenure, relocations, or patenting of any of the unpatented mining Property which comprise all or part of the Property, Tonkin agrees and covenants to execute, deliver and record in the office of the recorder in which all or any part of the Property are situated an instrument by which Tonkin grants to Owner the Royalty and subjects the amended, converted or relocated unpatented mining Property and the patented Property, as applicable, to all of the burdens, conditions, obligations and terms of this Deed.

 

4.                                       Net Smelter Returns.  NSR shall be determined by multiplying (i) the Monthly Production by (ii) the average of the London Bullion Market, Afternoon Fix, spot prices for the calendar month of the Monthly Production; and subtracting from the product of (i) and (ii) the following:

 

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(a)                                  charges imposed by the Payor for refining bullion from Beneficiated Precious Minerals contained in such production;

 

(b)                                 penalty substance, assaying, and sampling charges imposed by the Payor for refining Beneficiated Previous Minerals contained in such production; and

 

(c)                                  all costs of transportation of Beneficiated Precious Metals to a smelter, mint or refinery including, without restricting the generality of the foregoing, any and all costs of insurance in respect thereto.

 

5.                                       Unavailable Spot Prices.  If the applicable spot prices in Section 4  are no longer available from the London Bullion Market or New York Commodities Exchange, as applicable, the parties shall select a comparable commodity quotation for purposes of calculating the NSR.  If such selection has not been completed prior to the end of the calendar month following the month in which the applicable spot prices are no longer available, the average spot price for the calendar month in which the spot price becomes no longer available shall be used on an interim basis pending such selection.

 

6.                                       Time and Manner; In-Kind or Cash Payment.  At the time of making payment to or otherwise crediting the account of Tonkin for production from the Property pursuant to Section 4 (but within the time provided in Section 5), the Payor shall contemporaneously pay the Royalty in accordance with written instructions given to the Payor by Owner as provided in Section 6.1.  Once the Payor has received instructions from Owner, such instructions shall remain in effect until the Payor has received different instructions from Owner.  All contractual or other arrangements entered into by Tonkin with the Payor shall contain provisions implementing the terms and conditions of payment set forth in Section 5 hereof and Tonkin shall procure the written undertaking of Payor contractually binding Payor to perform in accordance with Section 5 in form and substance enforceable by Owner.  Owner may, from time to time in its discretion, change the bank or account number for payment under Sections 6.1 and 7 by giving written notice thereof to Tonkin and the Payor; such notice shall be effective upon actual receipt by the Payor, or upon the fourth day after deposit of such notice in the mail, first class postage prepaid, addressed to the Payor, whichever occurs first.  All costs charged by the Payor as a result of complying with the payment provisions of Section 5 shall be paid by Owner, and Tonkin shall have no liability or responsibility therefor.

 

6.1                                  The Payor shall pay the Royalty for each shipment of Gold either (a) in the form of Gold bullion (.995+ fine Gold) directly to Owner’s account maintained with the Payor as directed by Owner, or (b) by delivery of a check or draft payable to Owner’s account with a bank to be designated in writing by Owner.  If royalties are paid in kind as in Section 6.1(a), they will not reflect the costs deductible in calculating NSR under this Deed.  Within thirty (30) days of receipt of statements respecting charges, Owner will remit payment of an amount equal to its proportionate share of deductible costs.

 

7.                                       Payment Accounting, Interim Settlements and Late Charges.  All credits or payments of the Royalty shall be accompanied by a statement explaining the manner in which the payment was calculated.  In no event shall payment of the Royalty be made later than thirty (30) business days after each date on which Tonkin receives payment for the sale or other disposition of Beneficiated Precious Metals or Gold mined from the Property.  Such payments and statements shall be deemed conclusively correct unless Owner objects to them in writing within one (1) year after receipt thereof.

 

3











 

8.                                       Hedging Transactions: Futures; Options; and, Other Trading.

 

8.1                                 All profits and losses resulting from Tonkin engaging in any commodity futures trading, option trading, or metals trading, or any combination thereof, and any other hedging transactions (collectively “Hedging  Transactions”) are specifically excluded from Royalty calculations pursuant to this Deed.  All hedging transactions by Tonkin and all profits or losses associated therewith, if any, shall be solely for Tonkin’s account.  The Royalty payable on Gold subject to hedging transactions shall be determined as follows:

 

(a)                                  The amount of Royalty to be paid on all Gold subject to Hedging Transactions by Tonkin shall be determined in the same manner as provided in Section 4, with the understanding that the average monthly spot price shall be for the calendar month during which Gold subject to hedging transactions is delivered to or credited to the account or benefit of Tonkin, whichever first occurs, by the Payor.

 

9.                                       Tailings and Residues.  All tailings, residues, waste rock, spoiled leach materials, and other materials (collectively “Materials”) resulting from Tonkin’s operations and activities on the Property shall be the sole property of Tonkin, but shall remain subject to the Royalty should the same be processed or reprocessed, as the case may be, in the future and result in the production of Gold.  In the event Materials are processed or reprocessed, as the case may be, the Royalty payable thereon shall be determined on a pro rata basis as determined by using the best engineering and technical practices then available.

 

10.                                 Books.  Tonkin shall keep true and accurate books and records of all of its operations and activities on the Property and under this Deed.  Such books and records shall be kept on the accrual basis in accordance with generally accepted accounting principles consistently applied.  Not more frequently than annually and within the time provided in Section 6.1 of this Deed, Owner may, at Owner’s sole expense, give notice to Tonkin that Owner desires to perform an examination of all of Tonkin’s books and records kept as required by this Deed.  All financial information shall conclusively be deemed correct for purposes of this Deed unless Owner has given timely notice that it desires to examine Tonkin’s books and records in the manner and within the time provided in Section 6.1 of this Deed.  Owner shall promptly commence any such audits and shall diligently prosecute the same to conclusion. In the event a three percent (3%) or greater deficiency in payments is discovered as a result of the audit, Tonkin shall reimburse Owner the cost of such audit with thirty (30) days of receipt of an audit report.

 

11.                                 Inspections.  Owner, or its authorized agents or representatives, on not less than five (5) business days notice to Tonkin, may enter upon all surface and subsurface portions of the Property for the purpose of inspecting the Property, all improvements thereto and operations thereon, as well as inspecting all records and data, including without limitation such records and data which are maintained electronically, pertaining to all activities and operations on or with respect to the Property, improvements thereto and operations thereon.  Owner, or its authorized agents or representatives, shall enter the Property at Owner’s own risk and expense and may not unreasonably hinder operations on or pertaining to the Property.  Owner shall indemnify and hold Tonkin harmless from any damage, claim or demand by reason of injury to Owner or Tonkin or any of their respective employees, officers, directors, agents or representatives caused by Owner’s exercise of its rights herein.

 

12.                                 Confidentiality. Owner shall not, without the express written consent of Tonkin, which consent shall not be unreasonably withheld, disclose any data or information concerning the operations

 

4











 

conducted on the Property or obtained under the Deed or this Deed which is not already in the public domain; provided, however, Owner may disclose data or information obtained under this Deed without the consent of Tonkin: (i) if required for compliance with applicable Laws, rules, regulations or orders of a governmental agency or stock exchange having jurisdiction over Owner or its parent or affiliated corporations; (ii) to any of Owner’s consultants; (iii) to any third party to whom Owner, in good faith, anticipates selling or assigning Owner’s interest hereunder; or (iv) to a prospective lender to whom an interest in the Royalty payments to be made to Owner hereunder is proposed to be granted as security, provided that Tonkin shall first have been provided with a confidentiality agreement executed by such consultant, third party or lender, which agreement shall include the confidentiality provisions of this Deed.  Owner shall not issue any press releases pertaining to the Property except upon giving Tonkin three (3) days advance written notice of the contents thereof, and Owner shall make any reasonable changes to such proposed press releases requested by Tonkin.  Owner shall not, without Tonkin’s consent, issue any press release that implies or infers that Tonkin endorses or joins in Owner’s statements or representations contained in any press release.  The Owner will not release any information that has not been previously disclosed by Tonkin without the Tonkin’s consent.

 

13.                                 Commingling.  Owner hereby grants Tonkin the right to mine or remove from the Property any ores, waste, or other materials existing therein or thereon, through or by means of shafts or openings which may be sunk or made upon adjoining or nearby property products of ores or materials from the Property upon stockpile grounds situated upon any such adjoining or nearby property owned or controlled by Tonkin and Tonkin may use the Property and any shafts, openings thereon for the mining, removal and/or stockpiling of any ores, water and other materials and/or concentrated products of ores or materials from any such adjoining or nearby property, or for any purpose or purposes connected therewith.

 

Tonkin may commingle ore from the Property with ore from other properties, either before or after concentration or beneficiation, so long as the data to determine the weight and assay, both of the ore removed from the Property and of other ores to be commingled, are obtained by Tonkin.  Tonkin shall use that weight and assay data to allocate the royalties from the commingled ore between the Property and other properties from which the other commingled ore was removed. All such weight, assay and allocation calculations by Tonkin shall be done in a manner recognized by the mining industry as practical and sufficient.

 

Tonkin shall notify Owner not less than thirty (30) days before Tonkin commences commingling of ores, waste, or other materials from the Property and shall deliver with its notice Tonkin’s plan for the calculation of the production of Gold from the ores, waste or other materials mined and removed from the Property which is commingled and the calculation of the Royalty payable to the Owner for the Gold produced from the commingled ores, waste and other materials.

 

14.                                 Title Maintenance.  From the date this Deed takes effect, Tonkin shall maintain title to the Property, including without limitation, paying when due all Federal annual mining claim maintenance fees and all taxes on or with respect to the Property, doing all things (including the filing and recording of such affidavits and notices of intent to hold as are required under Nevada law), and making of all payments necessary or appropriate to maintain the right, title and interest of Tonkin and Owner, respectively, in the Property and under this Deed. Tonkin must provide proof of title maintenance one (1) month in advance of statutory deadlines.

 

5











 

14.1                           Abandonment.  In the event Tonkin intends to abandon any of the lands comprising a portion or all of the Property (“Abandonment Property”), Tonkin shall first give notice of such intention to Owner at least thirty (30) days in advance of the proposed date of abandonment.  If not later than ten (10) days before the proposed date of abandonment Tonkin receives from Owner written notice that Owner desires Tonkin to convey the Abandonment Property to Owner, Tonkin shall, without additional consideration, convey a seventy percent (70%) interest in the Abandonment Property in good standing, by quitclaim deed, without warranty, to Owner and shall thereafter have no further obligation to maintain the title to the Abandonment Property. Notwithstanding the foregoing, Tonkin shall provide the same notice to Julian E. Simpson and Julian E. Simpson, Personal Representative of the estate of Jean C. Simpson who may elect to have a thirty percent (30%) interest in the Abandonment Property conveyed to them. Should Julian E. Simpson and Julian E. Simpson, Personal Representative of the estate of Jean C. Simpson not elect to receive a thirty (30%) interest, a one hundred percent (100%) interest shall be conveyed to Owner.  If Tonkin reacquires any of the ground covered by the Abandonment Property at any time within five (5) years following abandonment, the production of Gold from such ground shall be subject to this Deed.

 

15.                                 Warranty.  Each of GSR and Tonkin warrants and represents to the other that it is in good standing under the laws under the jurisdiction in which it is incorporated and each Party warrants and represents that it has all the requisite powers, rights and authorities to execute this Deed, to perform its obligations thereunder.

 

16.                                 Insurance.  Tonkin shall purchase or otherwise arrange at its own expense and shall keep in force at all times, directly or through the services of an independent contractor, comprehensive general public liability insurance against claims for bodily injury or death or property damage arising out of or resulting from Tonkin’s activities or operations on or with respect to the Property, in such amounts as will adequately protect Tonkin, Owner, the Royalty, and the Property from reasonably anticipated claims, liabilities and damages which may arise with respect to this Deed or the Property.

 

17.                                 Dispute Resolution.

 

17.1                           Matters to be Arbitrated.  Any dispute, controversy or claim arising under or on connection with this Deed or any document, instrument or Deed delivered pursuant hereto, the resolution of which is not provided for in this Deed and which cannot be resolved or settled by the Parties, shall be settled by arbitration in accordance with this Section 17 upon written notice by a Party to the other.

 

17.2                           Procedure for Arbitration.  Arbitration shall be conducted in accordance with the British Columbia International Commercial Arbitration Centre, Vancouver British Columbia, as amended, by a single arbitrator selected in accordance with such rules.  The arbitrator shall be an individual with not less than fifteen (15) years of expertise in the precious metals mining industry as a senior executive, accountant or lawyer and no arbitrator shall have been a director, officer or employee of, or contractor or service provider to, or director, officer, beneficial owner or close relative of a beneficial owner of any contractor or service provider to, any party for a period of five years preceding his or her appointment as an arbitrator.  The place of arbitration will be Vancouver, British Columbia.  The language of the arbitration will be English.  The arbitration shall be the sole and exclusive forum for resolution of the dispute, controversy or claim.  The award (including any award as to the costs of the arbitration) shall be final and binding and not subject to review or appeal for any reason whatsoever.  Judgment thereon may be entered by any court of competent jurisdiction.  Any arbitration and hearings relating thereto and all

 

6











 

decisions, documents and submissions prepared or filed in connection therewith shall be in the English language.

 

All matters relating to any dispute, controversy or claim which is the subject matter or arbitration hereunder, including all submissions made to the arbitrators and the decision of the arbitrators, shall be treated as confidential by the parties and the parties shall, and shall cause any witnesses, counsel or professional advisers retained in connection with such an arbitration to, maintain all such matters in strict confidence until the arbitrator has made its decision.

 

The prevailing party in any arbitration proceedings (or litigation) shall, in addition to any other relief awarded by the arbitrators (or court) be entitled to a judgment against the non-prevailing party for reasonable attorneys fees and costs incurred in such proceedings or litigation.

 

17.3                           Continuing Obligations.  Pending settlement of any dispute, controversy or claim, the Parties shall abide by their obligations under this Deed without prejudice to a final adjustment in accordance with an award rendered in an arbitration settling such dispute, controversy or claim.

 

18.                                 General Provisions.

 

18.1                           Additional Documents.  The Parties shall from time to time execute all such further instruments and documents and do all such further actions as may be necessary to effectuate the purposes of this Deed.

 

18.2                           Compliance with Laws.  Tonkin shall at all times comply with all applicable present or future federal, provincial, state and local Laws, statutes, rules, regulations, permits, ordinances, certificates, licenses and other regulatory requirements, policies and guidelines relating to operations and activities on or with respect to the Property; provided, however, Tonkin shall have the right to contest any of the same if such contest does not jeopardize the Property or Owner’s rights thereto or under this Deed.

 

18.3                           Assignment. Owner shall have the unrestricted right, in its sole and absolute discretion, to freely assign, convey, transfer or relinquish any of its rights or interests with respect to the Royalty and/or all or any part of its rights, liabilities and obligations under this Deed to any third party.

 

18.4                           No Partnership.  Nothing in this Deed shall be construed to create, expressly or by implication, a joint venture, mining partnership, commercial partnership, or other partnership relationship between Parties.

 

18.5                           Governing Law.  This Deed is to be governed by and construed under the laws of Nevada and the federal laws applicable therein.

 

18.6                           Waiver.  No waiver of any of the provisions of this Deed will constitute a waiver of any other provision (whether or not similar).  No waiver will be binding unless executed in writing by the Party to be bound by the waiver.  A Party’s failure or delay in exercising any right under this Deed will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

 

18.7                           Time of Essence.  Time is of essence in this Deed.

 

7











 

18.8                           Notices.  Unless otherwise provided in this Deed, any notice or other correspondence required or permitted by this Deed shall be deemed to have been properly given or delivered when made in writing and hand-delivered to the Party to whom directed, or when sent by certified mail, electronic facsimile transmission, overnight courier, or Western Union telegraph, with all necessary postage or charges fully prepaid, return receipt requested (or in the case of a facsimile or telegram, confirmation of delivery), and addressed to the Party to whom directed at the following address:

 

TONKIN:

 

Stefan Spears
 Vice President, Projects
 US GOLD CORPORATION
 99 George Street, 3rd Floor
 Toronto, Ontario
 M5A 2N4

Fax: 647–258-0408

 

OWNER:

 

GOLD STANDARD ROYALTY (NEVADA) INC.

Attention: Corporate Secretary
 888 Dunsmuir Street, 11th Floor
 Vancouver, British Columbia
 V6C 3K4

 

Either Party may change its address for the purpose of notices or communications by furnishing notice thereof to the other Party in the manner provided in this Section.

 

18.9                           Entire Deed; Integration.  This Deed contains the entire Deed between Parties, and no oral Deed, promise, statement or representation which is not contained herein shall be binding on the Parties unless subsequently reduced to writing and signed by the Parties.  The provisions of this Deed shall supersede all previous oral or written Deeds between the Parties hereto.

 

18.10                     Binding Effect.  All of the covenants, conditions, and terms of this Deed shall (i) be of benefit to the Parties, (ii) to the maximum extent allowed by law, be an interest in the Property, and (iii) bind and inure to the benefit of the Parties, their successors and permitted assigns.

 

18.11                     Further Assurances.  From time to time, each Party shall, at the request of the other Party and with reasonable diligence, do all things and provide all assurances as may be reasonably required to carry out the obligations contemplated by this Deed, and each Party shall, at the request of the other Party and with reasonable diligence, execute and deliver such additional documents or instruments as may be reasonably necessary to carry out the terms of this Deed.

 

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18.12                     Counterparts.  This Deed may be executed in any number of counterparts, and it shall not be necessary that the signatures of the Parties be contained on any counterpart. Each counterpart shall be deemed an original, but all counterparts together shall constitute one and the same instrument.

 

19.                                 Definitions.

 

“Beneficiated Precious Metals” means doré or concentrates produced from Gold by Tonkin’s final mill or other final processing plant, but specifically excludes (i) raw or crushed ore containing Gold or (ii) other preliminarily processed Gold;

 

“Gold” means Gold mined, excavated, extracted, recovered in soluble solution or otherwise recovered or produced from the Property;

 

“Hedging Transactions” means any and all activities by which the Tonkin sells or disposes of Gold by engaging in any commodity futures trading, option trading, metals trading, or sales or dispositions of Gold for other than spot prices, or any combination thereof, and any other hedging transactions;

 

“Laws” means all laws, by-laws, statutes, codes, ordinances, regulations and rules, and all treaties, constitutions, judgments, decrees, orders, directives, consents, authorizations, approvals, guidelines, protocols, notices and policies to the extent that they have the force of law and all rules, policies and other requirements of any stock exchange, in each case binding on or affecting the Person, or the assets of the Person, referred to in the context in which the word is used;

 

“Monthly Production” means the gross number of troy ounces of Gold contained in the production from the Property which were delivered to the Payor during the preceding calendar month;

 

“Net Smelter Returns” has the meaning ascribed to that term in Section 4;

 

“Owner” includes all of Owner’s successors-in-interest, including inter alia assignees, partners, joint venture partners, lessees and, when applicable, mortgagees and Owner’s subsidiary, parent, sister or affiliated companies;

 

“Payor” means the smelter, refiner, processor, purchaser or other recipient of such production, or an insurer as a result of casualty to such production to whom the Monthly Production is delivered;

 

“Tonkin” includes all of Tonkin’s successors-in-interest, including inter alia the Tonkin of the Property, assignees, partners, joint venture partners, lessees and, when applicable, mortgagees and Tonkin’s subsidiary, parent, sister or affiliated companies;

 

(Signature page follows)

 

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IN WITNESS WHEREOF, Owner has hereunto set its hand the day and year first above written.

 

 

	
TONKIN SPRINGS LLC
    	
 
    	
 
    
	
By:
    	
 
    	
 
    	
 
    
	
 
    	
Name:   Ian J. Ball
    	
 
    	
 
    
	
 
    	
Title:   Manager
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
GOLD STANDARD ROYALTY (NEVADA)   INC.
    	
 
    	
 
    
	
By:
    	
 
    	
 
    	
 
    
	
 
    	
Name:   Michael C. O’Brien
    	
 
    	
 
    
	
 
    	
Title:   Treasurer
    	
 
    	
 
    


 

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City   of Toronto
    	
)
    	
 
    
	
Province   of Ontario, Canada
    	
)
    	
 
    


 

Before Nils F. Engelstad, a Notary Public in and for the Province of Ontario, duly appointed, personally appeared IAN J. BALL, Manager of TONKIN SPRINGS LLC, a Delaware limited liability company, who acknowledged that he executed the foregoing QUITCLAIM DEED WITH RESERVED ROYALTY, and to me known or proved to be the person described in and who executed the same.

 

IN TESTIMONY WHEREOF I have hereunto subscribed my name and affixed my seal at Toronto, Canada this              day of July, 2011.

 

 

	
 
    	
 
    	
 
    
	
 
    	
 
    	
Nils   F. Engelstad
    
	
 
    	
 
    	
Barrister,   Solicitor & Notary Public (Ontario)
    
	
 
    	
 
    	
LSUC:   55208P
    
	
 
    	
 
    	
My   commission does not expire.
    


 

 

	
City   of Vancouver
    	
)
    	
 
    
	
Province   of British Columbia, Canada
    	
)
    	
 
    


 

Before John W. Legg, a Notary Public in and for the Province of British Columbia, duly appointed, personally appeared MICHAEL C. O’BRIEN, Treasurer of GOLD STANDARD ROYALTY (NEVADA) INC., a Nevada corporation, who acknowledged that he executed the foregoing QUITCLAIM DEED WITH RESERVED ROYALTY, and to me known or proved to be the person described in and who executed the same.

 

IN TESTIMONY WHEREOF I have hereunto subscribed my name and affixed my seal at Toronto, Canada this              day of July, 2011.

 

 

	
 
    	
 
    	
 
    
	
 
    	
 
    	
John   W. Legg
    
	
 
    	
 
    	
Barrister,   Solicitor & Notary Public (British Columbia)
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
My   commission does not expire.
    


 

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