Unassociated Document


 




	
Recording Requested by:

	 	 
	 	 	 
	 	 	 
	
 


WHEN RECORDED MAIL TO:

	  	  
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 





 


Affirmation Statement:


 


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







 


THIS ROYALTY DEED (“Deed”) is made and entered into this 24th day of May, 2012, by and between Arthur Leger, an individual (“Leger”), whose address is 2338 Sunrise Drive, Reno, Nevada 89509, and Pershing Royalty Company, a Delaware corporation (“Pershing Royalty”), whose address is 1656 Cole Blvd., Building 6, Suite 210, Lakewood, Colorado 80401.


 


RECITALS


 


A.           Leger is the sole owner of those certain unpatented mining claims located in Lander County, Nevada, as more particularly described on Exhibit A attached hereto and incorporated herein by reference (the “Claims”).


 


B.           Leger has agreed to grant to Pershing Royalty a one percent (1.0%) net smelter returns production royalty on all minerals produced from the Claims on the terms and conditions set forth herein.


 


AGREEMENT


 


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Leger hereby grants, bargains, sells, transfers, assigns and conveys to Pershing Royalty, its successors and assigns, a non-participating, non-executive perpetual production royalty, as set forth in Exhibit B attached hereto and incorporated herein by reference, of one percent (1.0%) of the Net Smelter Returns (as defined in Exhibit B) from any and all Valuable Minerals (as defined in Exhibit B) produced and sold from the Claims (the “Production Royalty”).  The terms of payment of the Production Royalty and other agreements of the parties pertaining to the Production Royalty are set forth in Exhibit B.


 




  





  











  






 


Leger acknowledges and represents to Pershing Royalty that (i) he has good title to and is the sole owner of the Claims (subject to the paramount title of the United States of America), the Claims are free and clear of any and all encumbrances, the Claims were located, monumented and recorded with the appropriate governmental agencies as required by law and have been continuously maintained since location or relocation by the performance of assessment work or timely payment of claim maintenance fees and filing/recording of evidentiary documents as required by law, and he is not a party to any other agreements with respect to any production royalties from the Claims; (ii) he has agreed to grant to Pershing Royalty a payment of the Production Royalty in connection with the transactions contemplated by that certain Agreement and Plan of Merger by and among Valor Gold Corp., Valor Gold Acquisition Corp., Red Battle Corp., and Pershing Gold Corporation dated as of May 22, 2012, (iii) that granting the Production Royalty to Pershing Royalty is a condition to the closing of such transactions that is required to be satisfied by Valor Gold Corp. and Valor Gold Acquisition Corp.; and (iv) that he has received good, valuable and sufficient consideration from Valor Gold Corp. or Valor Gold Acquisition Corp. for granting the Production Royalty.


 


The parties intend that the Production Royalty granted by Leger in this Deed shall be a covenant running with the Claims, and the parties agree that any conveyance of all or any portion of the Claims shall not be effective unless it includes an express covenant by the transferee to recognize and pay the Production Royalty.  The parties agree that Pershing Royalty may record this Deed in the official records of Lander County, Nevada.


 


TO HAVE AND TO HOLD the Production Royalty unto Pershing Royalty, its successors and assigns forever.


 


[remainder of this page intentionally blank]


 


 




  





  











  








 


IN WITNESS WHEREOF, the parties have executed this Royalty Deed as of the date first set forth above.


 


 




	 	
Arthur Leger, an individual

	 
	 	 	 	 
	
 

	
By: 

	 	 
	 	 	 	 
	 	
Pershing Royalty, a Delaware corporation

	 
	 	 	 	 
	 	
By: 

	 	 
	 	 	
Name: Stephen D. Alfers

	 
	 	 	
Title: President and Treasurer

	 







 


 



[Signature Page to Royalty Deed]




 




  





  











  






 




	
STATE OF ____________   

	
)

	 	 
	 	
) ss.

	 	 
	
COUNTY OF __________   

	
)

	 	 







 


The foregoing instrument was acknowledged before me on this _______ day of May, 2012, by Arthur Leger.


 


Witness my hand and official seal.


 


_______________________________


 


Notary Public


 


My Commission expires:


 


_______________________________


 


[SEAL]


 



	
STATE OF ____________   

	
)

	 	 
	 	
) ss.

	 	 
	
COUNTY OF __________   

	
)

	 	 





 


The foregoing instrument was acknowledged before me on this _______ day of May, 2012, by ______________________, as _____________________ of Pershing Royalty, a Delaware corporation.


 


Witness my hand and official seal.


 



_______________________________


  


Notary Public


 


My Commission expires:


 


_______________________________




 


[SEAL]


 


 



[Notary Page to Royalty Deed]




 




  





  











  






 


EXHIBIT A


 


TO ROYALTY DEED


BETWEEN ARTHUR LEGER AND PERSHING ROYALTY


 


DATED MAY 22, 2012


 


CLAIMS


 


The following unpatented lode mining claims in Sections _____, Township ______,


Range ________, Lander County, Nevada:








	  	  	
COUNTY RECORDING INFORMATION


	
CLAIM NAME

	
BLM SERIAL NO. (NMC)

	
BOOK

	
PAGE

	
DOC. NO.


	
LS#l

	
863271

	
526

	
498

	
230790


	
LS#2

	
863272

	
526

	
499

	
230791


	
LS#3

	
863273

	
526

	
500

	
230792


	
LS#4

	
863274

	
526

	
501

	
230793


	
LS#5

	
863275

	
526

	
502

	
230794


	
LS#6

	
863276

	
526

	
503

	
230795


	
LS#7

	
863277

	
526

	
504

	
230796


	
LS#8

	
863278

	
526

	
505

	
230797


	
LS#9

	
863279

	
526

	
506

	
230798


	
LS#11

	
863280

	
526

	
507

	
230799


	
LS#13

	
863281

	
526

	
508

	
230800


	
LS#15

	
863282

	
526

	
509

	
230801


	
LS#17

	
863283

	
526

	
510

	
230802


	
LS#19

	
863284

	
526

	
511

	
230803


	
LS#20

	
863285

	
526

	
512

	
230804


	
LS#21

	
863286

	
526

	
513

	
230805


	
LS#22

	
863287

	
526

	
514

	
230806


	
LS#23

	
863288

	
526

	
515

	
230807


	
LS#24

	
863289

	
526

	
516

	
230808


	
LS#25

	
863290

	
526

	
517

	
230809


	
LS#26

	
863291

	
526

	
518

	
230810


	
LS#27

	
863292

	
526

	
519

	
230811


	
LS#28

	
863293

	
526

	
520

	
230812


	
LS#29

	
863294

	
526

	
521

	
230813


	
LS#30

	
863295

	
526

	
522

	
230814


	
LS#31

	
863296

	
526

	
523

	
230815


	
LS#32

	
863297

	
526

	
524

	
230816


	
LS#33

	
863298

	
526

	
525

	
230817


	
LS#34

	
863299

	
526

	
526

	
230818


	
LS#36

	
863300

	
526

	
527

	
230819


	
LS#38

	
863301

	
526

	
528

	
230820





 




  





A-1











  






 



	 	 	

COUNTY RECORDING INFORMATION


	

CLAIM NAME

	

BLM SERIAL NO. (NMC)

	

BOOK

	

PAGE

	

DOC. NO.


	
LS#40

	
863302

	
526

	
529

	
230821


	
LS#42

	
863303

	
526

	
530

	
230822


	
LS#44

	
863304

	
526

	
531

	
230823


	
LS#45

	
863305

	
526

	
532

	
230824


	
LS#46

	
863306

	
526

	
533

	
230825


	
LS#47

	
863307

	
526

	
534

	
230826


	
LS#48

	
863308

	
526

	
535

	
230827


	
LS#49

	
863309

	
526

	
536

	
230828


	
LS#50

	
863310

	
526

	
537

	
230829


	
LS#51

	
863311

	
526

	
538

	
230830


	
LS#52

	
863312

	
526

	
539

	
230831


	
LS#53

	
863313

	
526

	
540

	
230832


	
LS#54

	
863314

	
526

	
541

	
230833


	
LS#55

	
863315

	
526

	
542

	
230834


	
LS#56

	
863316

	
526

	
543

	
230835


	
LS#57

	
863317

	
526

	
544

	
230836


	
LS#58

	
863318

	
526

	
545

	
230837


	
LS#59

	
863319

	
526

	
546

	
230838


	
LS#60

	
863320

	
526

	
547

	
230839


	
LS#61

	
863321

	
526

	
548

	
230840


	
LS#62

	
863322

	
526

	
549

	
230841


	
LS#63

	
863323

	
526

	
550

	
230842


	
LS#64

	
863324

	
526

	
551

	
230843


	
LS#65

	
863325

	
526

	
552

	
230844


	
LS#66

	
863326

	
526

	
553

	
230845


	
LS#67

	
863327

	
526

	
554

	
230846


	
LS#68

	
863328

	
526

	
555

	
230847


	
LS#69

	
863329

	
526

	
556

	
230848


	
LS#70

	
863330

	
526

	
557

	
230849


	
LS#71

	
863331

	
526

	
558

	
230850


	
LS#72

	
863332

	
526

	
559

	
230851


	
LS#81

	
863333

	
526

	
560

	
230852


	
LS#82

	
863334

	
526

	
561

	
230853


	
LS#83

	
863335

	
526

	
562

	
230854


	
LS#84

	
863336

	
526

	
563

	
230855


	
LS#103

	
863337

	
526

	
564

	
230856


	
LS#104

	
863338

	
526

	
565

	
230857


	
LS#105

	
863339

	
526

	
566

	
230858


	
LS#106

	
863340

	
526

	
567

	
230859


	
LS#107

	
863341

	
526

	
568

	
230860


	
LS#108

	
863342

	
526

	
569

	
230861


	
LS#109

	
863343

	
526

	
570

	
230862


	
LS#110

	
863344

	
526

	
571

	
230863








 




  





A-2











  






 



	 	 	
COUNTY RECORDING INFORMATION


	
CLAIM NAME

	
BLM SERIAL NO. (NMC)

	
BOOK

	
PAGE

	
DOC. NO.


	
LS#111

	
863345

	
526

	
572

	
230864


	
LS#112

	
863346

	
526

	
573

	
230865


	
LS#113

	
863347

	
526

	
574

	
230866


	
LS#118

	
863348

	
526

	
575

	
230867


	
LS#119

	
863349

	
526

	
576

	
230868


	
LS#120

	
863350

	
526

	
577

	
230869


	
LS#200

	
892631

	
540

	
158

	
236815


	
LS#201

	
892632

	
540

	
159

	
236816


	
LS#202

	
892633

	
540

	
160

	
236817


	
LS#203

	
892634

	
540

	
161

	
236818


	
LS#204

	
892635

	
540

	
162

	
236819


	
LS#205

	
892636

	
540

	
163

	
236820


	
LS#206

	
892637

	
540

	
164

	
236821


	
LS#207

	
892638

	
540

	
165

	
236822


	
LS#208

	
892639

	
540

	
166

	
236823


	
LS#209

	
892640

	
540

	
167

	
236824


	
LS#211

	
892641

	
540

	
168

	
236825


	
LS#215

	
892642

	
540

	
169

	
236826


	
LS#216

	
892643

	
540

	
170

	
236827


	
LS#217

	
892644

	
540

	
171

	
236828


	
LS#218

	
892645

	
540

	
172

	
236829


	
LS#219

	
892646

	
540

	
173

	
236830


	
LS#220

	
892647

	
540

	
174

	
236831


	
LS#222

	
892648

	
540

	
175

	
236832


	
LS#223

	
892649

	
540

	
176

	
236833


	
LS#210

	
915264

	
550

	
1

	
239991


	
LS#212

	
915265

	
550

	
2

	
239992


	
LS#213

	
915266

	
550

	
3

	
239993


	
LS#214

	
915267

	
550

	
4

	
239994


	
LS#224

	
915268

	
550

	
5

	
239995


	
LS#224A

	
915269

	
550

	
6

	
239996


	
LS#225

	
915270

	
550

	
7

	
239997


	
LS#225A

	
915271

	
550

	
8

	
239998


	
LS#226

	
915272

	
550

	
9

	
239999


	
LS#227

	
915273

	
550

	
10

	
240000


	
LS#228

	
915274

	
550

	
11

	
240001


	
LS#229

	
915275

	
550

	
12

	
240002


	
LS#230

	
915276

	
550

	
13

	
240003


	
LS#231

	
915277

	
550

	
14

	
240004


	
LS#251

	
915278

	
550

	
15

	
240005


	
LS#252

	
915279

	
550

	
16

	
240006


	
LS#253

	
915280

	
550

	
17

	
240007


	
LS#254

	
915281

	
550

	
18

	
240008·








 




  





A-3











  






 



	 	 	

COUNTY RECORDING INFORMATION


	
CLAIM NAME

	
BLM SERIAL NO. (NMC)

	
BOOK

	
PAGE

	
DOC. NO.


	
LS#255

	
915282

	
550

	
19

	
240009


	
LS#256

	
915283

	
550

	
20

	
240010


	
LS#257

	
915284

	
550

	
21

	
240011


	
LS#258

	
915285

	
550

	
22

	
240012


	
LS#259

	
915286

	
550

	
23

	
240013


	
LS#260

	
915287

	
550

	
24

	
240014


	
LS#261

	
915288

	
550

	
25

	
240015


	
LS#262

	
915289

	
550

	
26

	
240016


	
LS#263

	
915290

	
550

	
27

	
240017


	
LS#264

	
915291

	
550

	
28

	
240018


	
LS#265

	
915292

	
550

	
29

	
240019


	
LS#266

	
915293

	
550

	
30

	
240020


	
LS#267

	
915294

	
550

	
31

	
240021


	
LS#268

	
915295

	
550

	
32

	
240022


	
LS#269

	
915296

	
550

	
33

	
240023


	
LS#270

	
915297

	
550

	
34

	
240024


	
LS#271

	
915298

	
550

	
35

	
240025


	
LS#272

	
915299

	
550

	
36

	
240026


	
LS#273

	
915300

	
550

	
37

	
240027


	
LS#274

	
915301

	
550

	
38

	
240028


	
LS#275

	
915302

	
550

	
39

	
240029


	
LS#276

	
915303

	
550

	
40

	
240030


	
LS#277

	
915304

	
550

	
41

	
240031


	
LS#278

	
915305

	
550

	
42

	
240032


	
LS#279

	
915306

	
550

	
43

	
240033


	
LS#280

	
915307

	
550

	
44

	
240034


	
LS#281

	
915308

	
550

	
45

	
240035


	
LS#282

	
915309

	
550

	
46

	
240036


	
LS#283

	
915310

	
550

	
47

	
240037


	
LS#284

	
915311

	
550

	
48

	
240038


	
LS#285

	
915312

	
550

	
49

	
240039


	
LS#286

	
915313

	
550

	
50

	
240040


	
LS#287

	
915314

	
550

	
51

	
240041


	
LS#288

	
915315

	
550

	
52

	
240042


	
LS#289

	
915316

	
550

	
53

	
240043


	
LS#290

	
915317

	
550

	
54

	
240044


	
LS#291

	
915318

	
550

	
55

	
240045


	
LS#292

	
915319

	
550

	
56

	
240046


	
LS#293

	
915320

	
550

	
57

	
240047


	
LS#294

	
915321

	
550

	
58

	
240048


	
LS#297

	
915322

	
550

	
59

	
240049


	
LS#298

	
915323

	
550

	
60

	
240050


	
LS#299

	
915324

	
550

	
61

	
240051







 




  





A-4











  






 



	 	 	

COUNTY RECORDING INFORMATION


	
CLAIM NAME

	
BLM SERIAL NO. (NMC)

	
BOOK

	
PAGE

	
DOC. NO.


	
LS#299A

	
915325

	
550

	
62

	
240052


	
LS#314

	
915326

	
550

	
63

	
240053


	
LS#315

	
915327

	
550

	
64

	
240054


	
LS#316

	
915328

	
550

	
65

	
240055


	
LS#317

	
915329

	
550

	
66

	
240056


	
LS#318

	
915330

	
550

	
67

	
240057


	
LS#319

	
915331

	
550

	
68

	
240058


	
LS#320

	
915332

	
550

	
69

	
240059


	
LS#321

	
915333

	
550

	
70

	
240060


	
LS#322

	
915334

	
550

	
71

	
240061


	
LS#323

	
915335

	
550

	
72

	
240062


	
LS#324

	
915336

	
550

	
73

	
240063


	
LS#325

	
915337

	
550

	
74

	
240064


	
LS#326

	
915338

	
550

	
75

	
240065


	
LS#327

	
915339

	
550

	
76

	
240066


	
LS#341

	
915340

	
550

	
77

	
240067


	
LS#342

	
915341

	
550

	
78

	
240068


	
LS#343

	
915342

	
550

	
79

	
240069


	
LS#344

	
915343

	
550

	
80

	
240070


	
LS#345

	
915344

	
550

	
81

	
240071


	
LS#346

	
915345

	
550

	
82

	
240072


	
LS#347

	
915346

	
550

	
83

	
240073


	
LS#348

	
915347

	
550

	
84

	
240074


	
LS#349

	
915348

	
550

	
85

	
240075


	
LS#350

	
915349

	
550

	
86

	
240076


	
LS#351

	
915350

	
550

	
87

	
240077


	
LS#352

	
915351

	
550

	
88

	
240078


	
LS#361

	
915352

	
550

	
89

	
240079


	
LS#362

	
915353

	
550

	
90

	
240080


	
LS#363

	
915354

	
550

	
91

	
240081


	
LS#364

	
915355

	
550

	
92

	
240082


	
LS#365

	
915356

	
550

	
93

	
240083


	
LS#366

	
915357

	
550

	
94

	
240084


	
LS#367

	
915358

	
550

	
95

	
240085


	
LS#368

	
915359

	
550

	
96

	
240086


	
LS#369

	
915360

	
550

	
97

	
240087


	
LS#370

	
915361

	
550

	
98

	
240088


	
LS#371

	
915362

	
550

	
99

	
240089


	
LS#372

	
915363

	
550

	
100

	
240090


	
LS#414

	
915364

	
550

	
101

	
240091


	
LS#415

	
915365

	
550

	
102

	
240092


	
LS#416

	
915366

	
550

	
103

	
240093


	
LS#417

	
915367

	
550

	
104

	
240094







 




  





A-5











  






 



	 	 	
COUNTY RECORDING INFORMATION


	
CLAIM NAME

	
BLM SERIAL NO. (NMC)

	
BOOK

	
PAGE

	
DOC. NO.


	
LS#418

	
915368

	
550

	
105

	
240095


	
LS#419

	
915369

	
550

	
106

	
240096


	
LS#420

	
915370

	
550

	
107

	
240097


	
LS#421

	
915371

	
550

	
108

	
240098


	
LS#422

	
915372

	
550

	
109

	
240099


	
LS#423

	
915373

	
550

	
110

	
240100


	
LS#424

	
915374

	
550

	
111

	
240101


	
LS#425

	
915375

	
550

	
112

	
240102


	
LS#426

	
915376

	
550

	
113

	
240103


	
LS#427

	
915377

	
550

	
114

	
240104


	
LS#221

	
930878

	
559

	
37

	
243420


	
LS#222A

	
930879

	
559

	
38

	
243421


	
LS#223A

	
930880

	
559

	
39

	
243422


	
LS#121

	
953638

	
572

	
603

	
247529


	
LS#122

	
953639

	
572

	
604

	
247530


	
LS#123

	
953640

	
572

	
605

	
247531


	
LS#124

	
953641

	
572

	
606

	
247532


	
LS#125

	
953642

	
572

	
607

	
247533


	
LS#126

	
953643

	
572

	
608

	
247534


	
LS#127

	
953644

	
572

	
609

	
247535


	
LS#128

	
953645

	
572

	
610

	
247536


	
LS#129

	
953646

	
572

	
611

	
247537


	
LS#130

	
953647

	
572

	
612

	
247538


	
LS#131

	
953648

	
572

	
613

	
247539


	
LS#132

	
953649

	
572

	
614

	
247540


	
LS#133

	
953650

	
572

	
615

	
247541


	
LS#134

	
953651

	
572

	
616

	
247542


	
LS#135

	
953652

	
572

	
617

	
247543


	
LS#136

	
953653

	
572

	
618

	
247544


	
LS#137

	
953654

	
572

	
619

	
247545


	
LS#138

	
953655

	
572

	
620

	
247546


	
LS#139

	
953656

	
572

	
621

	
247547


	
LS#140

	
953657

	
572

	
622

	
247548


	
LS#141

	
953658

	
572

	
623

	
247549


	
LS#142

	
953659

	
572

	
624

	
247550


	
LS#143

	
953660

	
572

	
625

	
247551


	
LS#144

	
953661

	
572

	
626

	
247552


	
LS#145

	
953662

	
572

	
627

	
247553


	
LS#146

	
953663

	
572

	
628

	
247554


	
LS#147

	
953664

	
572

	
629

	
247555


	
LS#148

	
953665

	
572

	
630

	
247556


	
LS#149

	
953666

	
572

	
631

	
247557


	
LS#150

	
953667

	
572

	
632

	
247558







 




  





A-6











  






 



	 	 	

COUNTY RECORDING INFORMATION


	
CLAIM NAME

	
BLM SERIAL NO. (NMC)

	
BOOK

	
PAGE

	
DOC. NO.


	
LS#151

	
953668

	
572

	
633

	
247559


	
LS#152

	
953669

	
572

	
634

	
247560


	
LS#153

	
953670

	
572

	
635

	
247561


	
LS#154

	
953671

	
572

	
636

	
247562


	
LS#155

	
953672

	
572

	
637

	
247563


	
LS#156

	
953673

	
572

	
638

	
247564


	
LS#328

	
953674

	
572

	
639

	
247565


	
LS#329

	
953675

	
572

	
640

	
247566


	
LS#330

	
953676

	
572

	
641

	
247567


	
LS#331

	
953677

	
572

	
642

	
247568


	
LS#332

	
953678

	
572

	
643

	
247569


	
LS#333

	
953679

	
572

	
644

	
247570


	
LS#334

	
953680

	
572

	
645

	
247571


	
LS#335

	
953681

	
572

	
646

	
247572


	
LS#336

	
953682

	
572

	
647

	
247573


	
LS#337

	
953683

	
572

	
648

	
247574


	
LS#338

	
953684

	
572

	
649

	
247575


	
LS#339

	
953685

	
572

	
650

	
247576


	
LS#340

	
953686

	
572

	
651

	
247577


	
LS#428

	
953687

	
572

	
652

	
247578


	
LS#429

	
953688

	
572

	
653

	
247579


	
LS#430

	
953689

	
572

	
654

	
247580


	
LS#431

	
953690

	
572

	
655

	
247581


	
LS#432

	
1046904

	
623

	
0705

	
0261268


	
LS#433

	
1046905

	
623

	
0706

	
0261269


	
LS#434

	
1046906

	
623

	
0707

	
0261270


	
LS#435

	
1046907

	
623

	
0708

	
0261271


	
LS#436

	
1046908

	
623

	
0709

	
0261272


	
LS#437

	
1046909

	
623

	
0710

	
0261273


	
LS#438

	
1046910

	
623

	
0711

	
0261274


	
LS#439

	
1046911

	
623

	
0712

	
0261275


	
LS#440

	
1046912

	
623

	
0713

	
0261276


	
LS#441

	
1046913

	
623

	
0714

	
0261277


	
LS#442

	
1046914

	
623

	
0715

	
0261278


	
LS#443

	
1046915

	
623

	
0716

	
0261279


	
LS#444

	
1046916

	
623

	
0717

	
0261280


	
LS#445

	
1046917

	
624

	
0718

	
0261281


	
NBAM #1

	
0948649

	
0571

	
0412

	 
	
NBAM #2

	
0948650

	
0571

	
0413

	 
	
NBAM #3

	
0948651

	
0571

	
0414

	 
	
NBAM #4

	
0948652

	
0571

	
0415

	 
	
NBAM #5

	
0948653

	
0571

	
0416

	 
	
NBAM #6

	
0948654

	
0571

	
0417

	 





 




  





A-7











  






 



	 	 	

COUNTY RECORDING INFORMATION


	
CLAIM NAME

	
BLM SERIAL NO. (NMC)

	
BOOK

	
PAGE

	
DOC. NO.


	
NBAM #7

	
0948655

	
0571

	
0418

	 
	
NBAM #8

	
0948656

	
0571

	
0419

	 
	
NBAM #9

	
0948657

	
0571

	
0420

	 
	
NBAM #10

	
0948658

	
0571

	
0421

	 
	
NBAM #11

	
0948659

	
0571

	
0422

	 
	
NBAM #12

	
0948660

	
0571

	
0423

	 
	
NBAM #13

	
0948661

	
0571

	
0424

	 
	
NBAM #14

	
0948662

	
0571

	
0425

	 
	
NBAM #15

	
0948663

	
0571

	
0426

	 
	
NBAM #16

	
0948664

	
0571

	
0427

	 
	
NBAM #17

	
0948665

	
0571

	
0428

	 
	
NBAM #18

	
0948666

	
0571

	
0429

	 
	
NBAM #19

	
0863178

	
0526

	
0597

	 
	
NBAM #20

	
0863179

	
0526

	
0598

	 
	
NBAM #21

	
0863180

	
0526

	
0599

	 
	
NBAM #22

	
0863181

	
0526

	
0600

	 
	
NBAM #23

	
0863182

	
0526

	
0601

	 
	
NBAM #24

	
0863183

	
0526

	
0602

	 
	
NBAM #25

	
0863184

	
0526

	
0603

	 
	
NBAM #26

	
0863185

	
0526

	
0604

	 
	
NBAM #27

	
0863186

	
0526

	
0605

	 
	
NBAM #28

	
0863187

	
0526

	
0606

	 
	
NBAM #29

	
0863188

	
0526

	
0607

	 
	
NBAM #30

	
0863189

	
0526

	
0608

	 
	
NBAM #31

	
0942977

	
0568

	
0142

	 
	
NBAM #32

	
0942978

	
0568

	
0143

	 
	
NBAM #33

	
0942979

	
0568

	
0144

	 
	
NBAM #34

	
0942980

	
0568

	
0145

	 
	
NBAM #35

	
0942981

	
0568

	
0146

	 
	
NBAM #36

	
0942982

	
0568

	
0147

	 











 




  





A-8











  






 


EXHIBIT B


 


TO ROYALTY DEED


BETWEEN ARTHUR LEGER AND PERSHING ROYALTY


DATED MAY 22, 2012


 


PRODUCTION ROYALTY


 


Payor shall pay to Royalty Holder a non-participating, non-executory perpetual royalty (the “Production Royalty”) of one percent (1.0%) of the Net Smelter Returns from all Valuable Minerals mined and removed from the Claims and sold or deemed to have been sold by or for Payor, on the following terms and conditions:


 


(a)           As used herein, “Payor” means the person or entity obligated to pay the Production Royalty to the Royalty Holder, who initially shall be Leger, and shall include all of Payor’s successors-in-interest who acquire an ownership interest in all or any portion of the Claims or to whom Payor assigns the obligation to pay the Production Royalty, including, without limitation, any lessee of the Claims.


 


(b)           As used herein, “Royalty Holder” means the person or entity entitled to receive the Production Royalty, which initially shall be Pershing Royalty, and shall include all of the Royalty Holder’s successors-in-interest, including without limitation assignees, partners, joint venture partners, lessees and, when applicable, mortgagees and affiliated companies having an interest in the Production Royalty.


 


(c)           As used herein, “Net Smelter Returns” means the Gross Returns from the Valuable Minerals, less all Allowable Deductions.


 


(d)           As used herein, “Gross Returns” has the following meanings for the following categories of the Valuable Minerals:


 


(i)           If refined gold that meets or exceeds the generally accepted commercial standards for refined gold is produced by an independent third-party refinery from ores mined from the Claims, for purposes of determining the Production Royalty, the refined gold shall be deemed to have been sold in the calendar month in which it was produced at the Monthly Average Gold Price for that month.  The Gross Returns from such deemed sales shall be determined by multiplying Gold Production during the month by the Monthly Average Gold Price.  As used herein, “Gold Production” means the quantity of refined gold that is outturned to Payor’s account by the refinery during the calendar month on either a provisional or final settlement basis.  If outturn of refined gold is made by the refinery on a provisional basis, the Gross Returns shall be based upon the amount of such provisional settlement, but shall be adjusted in subsequent statements to account for the amount of refined metal established by final settlement by the refinery. As used herein, “Monthly Average Gold Price” means the average London Bullion Market Association P.M. Gold Fix, calculated by dividing the sum of all such prices reported for the month by the number of days for which such prices were reported.  If the London Bullion Market Association P.M. Gold Fix ceases to be published, the Monthly Average Gold Price shall be determined by reference to prices for refined gold for immediate delivery in the most nearly comparable established market selected by Payor as such prices are published in “Metals Week” or a similar publication.


 




  





B-1











  






 


(ii)           If refined silver that meets or exceeds the generally accepted commercial standards for refined silver is produced by an independent third-party refinery from ore mined from the Claims, for purposes of determining the Production Royalty, the refined silver shall be deemed to have been sold in the calendar month in which it was produced at the Monthly Average Silver Price for that month.  The Gross Returns from such deemed sales shall be determined by multiplying Silver Production during the calendar month by the Monthly Average Silver Price.  As used herein, “Silver Production” shall mean the quantity of refined silver that is outturned to Payor’s account by the refinery during the calendar month on either a provisional or final settlement basis.  If outturn of refined silver is made by the refinery on a provisional basis, the Gross Returns shall be based upon the amount of such provisional settlement, but shall be adjusted in subsequent statements to account for the amount of refined metal established by final settlement by the refinery.  As used herein, “Monthly Average Silver Price” shall mean the average New York Silver Price as published daily by Handy & Harman, calculated by dividing the sum of all such prices reported for the calendar month by the number of days for which such prices were reported.  If the Handy & Harman quotation ceases to be published, the Monthly Average Silver Price shall be determined by reference to prices for refined silver for immediate delivery in the most nearly comparable established market selected by Payor as published in “Metals Week” or a similar publication.


 


(iii)           If refined metals (other than refined gold and refined silver), doré or concentrates are produced from ores mined from the Claims or ores from the Claims and sold, the Gross Returns for such refined metals shall be the proceeds actually received by Payor from their sale.  If such sales are to an affiliated party of Payor, the refined metals, doré, concentrates or ore shall be deemed, solely for the purpose of computing Gross Returns, to have been sold at prices and on terms no less favorable to Payor than those which would have been received under similar circumstances from an unaffiliated third party.


 


(iv)           Gross Returns shall also include all insurance proceeds received by Payor for the loss of any Valuable Minerals.


 


(e)           As used herein, “Allowable Deductions” means the following costs, charges, and expenses incurred by Payor:


 


(i)           If Payor sells refined gold or refined silver:


 


(A)           all costs, charges and expenses for smelting and refining doré or concentrates to produce the refined gold or refined silver (including handling, processing, and provisional settlement fees, sampling, assaying costs, umpire charges and penalties); and


 




  





B-2











  






 


(B)           all costs, charges, and expenses for transportation of the doré or concentrates from the Claims to the refinery or smelter and then to the place of sale (including freight, insurance, security, transaction taxes, handling, port, demurrage, delay, and forwarding expenses incurred by reason of or in the course of such transportation).


 


(ii)           If Payor sells refined metals (other than refined gold or refined silver), doré, concentrate or ores:


 


(A)           all costs, charges, and expenses for (i) beneficiation, processing or treatment of such materials at any plant or facility more than five (5) miles from the exterior boundary of the Claims and (ii) smelting or refining to produce a refined metal (including handling, processing, and provisional settlement fees, sampling, assaying and representation costs, penalties, and other processor deductions); and


 


(B)           all costs, charges, and expenses for transportation of ores, minerals, doré, concentrates or other products from the Claims (i) to the place of sale, and (ii) if such ores, materials are beneficiated, processed, treated, smelted or refined at any plant or facility more than five (5) miles from the exterior boundary of the Claims, to such plant or facility and then to the place of sale (including freight, insurance, security, transaction taxes, handling, port, demurrage, delay, and forwarding expenses incurred by reason of or in the course of such transportation).


 


(iii)           All sales, use, severance, and ad valorem taxes and any other tax or governmental levy or fee on or measured by mineral production from the Claims (other than taxes based on income); provided, however, that each of Payor and Royalty Holder shall bear and be responsible for its proportionate share of Nevada net proceeds taxes, and Payor’s share of the same shall not be deducted from Gross Returns.


 


(f)           As used herein, “Valuable Minerals” means any and all ores, metals, minerals, and other materials, of whatever kind and nature, howsoever characterized or defined, that are in, on, under or upon the surface or subsurface of the Claims (or any part thereof), or derived from extralateral rights associated with the Claims, and all doré, concentrates, by-products, co-products and other mineral products, metals or minerals which are derived therefrom


 


(g)           Payor shall have the right to market and sell or refrain from selling refined gold, refined silver and other Valuable Minerals from the Claims in any manner it may elect, including the right to engage in forward sales, future trading or commodity options trading, and other price hedging, price protection, and speculative arrangements (“Trading Activities”) which may involve the possible delivery of gold, silver or other mineral products from the Claims.  With respect to Production Royalty payable on refined gold and refined silver, Royalty Holder shall not be entitled to participate in the proceeds or be obligated to share in any losses generated by Payor’s actual marketing or sales practices or by its Trading Activities and no such profits or losses shall be included in Gross Returns.


 




  





B-3











  






 


(h)           The obligation to pay the Production Royalty shall accrue upon the outturn of refined gold or silver meeting the requirements of the specified standard to Payor’s account with a smelter or refiner or the sale of other refined metals, doré, concentrates, ores or other mineral products, as the case may be.  The Production Royalty shall become due and payable monthly on the last day of each month following the last day of the calendar month in which the same accrued.  Production Royalty payments shall be made by check or wire transfer.  All payments shall be sent by registered or certified mail, return receipt requested, to Royalty Holder at the address set forth in the Deed to which this Exhibit B is attached, or by wire transfer to an account designated by and in accordance with written instructions from Royalty Holder.  The date of placing such payment in the United States mail by Payor, registered or certified with return receipt requested, properly addressed, with postage prepaid, or the date the wire transfer process is initiated, shall be the date of such payment.  Payments of Production Royalty by Payor in the manner herein provided shall discharge fully Payor’s obligation with respect to such payment, and Payor shall have no duty to apportion or allocate any payment due to Royalty Holder, its successors or assigns.


 


(i)           All payments of the Production Royalty shall be accompanied by a statement showing in reasonable detail the quantities and grades of the refined metals, doré, concentrates, ores or other mineral products produced and sold or deemed sold by Payor in the preceding calendar month, the Monthly Average Gold Price, the Monthly Average Silver Price, the proceeds of sale for other mineral products on which Production Royalty is due, Allowable Deductions, and other pertinent information in sufficient detail to explain the calculation of the Production Royalty payment.


 


(j)           Royalty Holder, at its sole election and expense, shall have the right, not more frequently than twice annually following the close of each calendar year, to audit Payor’s books and records relating to payment of the Production Royalty.  Any such audit shall be conducted during regular business hours, at a mutually convenient time, and upon reasonable advance written notice to Payor.  All payments of Production Royalty made in any calendar year shall be considered final and in full satisfaction of all obligations of Payor with respect thereto, unless Royalty Holder gives written notice describing and setting forth a specific objection to the calculation thereof within twenty-four (24) months following the close of that calendar year.  Payor shall account for any agreed upon deficit or excess in the payment of Production Royalty made to Royalty Holder by adjusting the next quarterly payment to account for such deficit or excess.


 


(k)           Not later than March 1 following the end of each calendar year, Payor shall provide Royalty Holder with an annual report of all activities and operations conducted upon or with respect to the Claims during the preceding calendar year.  Such annual report shall include estimates of proposed expenditures upon, anticipated production from, and estimated remaining ore resources/reserves within the Claims for the then current calendar year.  Additionally, and within 30 days of the end of each calendar quarter, Payor shall provide Royalty Holder with a summary of production and all related activities on or with respect to the Claims during the calendar quarter just ended, and access to all data and information pertaining thereto.


 




  





B-4











  






 


(l)           Royalty Holder, or its agents or representatives, on not less than three (3) business days’ notice to Payor, may enter upon the Claims for the purpose of inspecting the Claims and all improvements and operations thereon.  Royalty Holder, or its agents or representatives, shall enter the Claims at Royalty Holder’s own risk and expense, and in compliance with Payor’s normal safety procedures, and may not unreasonably hinder operations on or pertaining to the Claims.


 


(m)           Royalty Holder shall not, without the express written consent of Payor, which consent shall not be unreasonably withheld or delayed, disclose any data or information concerning the operations conducted on the Claims or obtained under this Deed which is not already in the public domain; provided, however, that Royalty Holder may disclose data and information obtained under this Deed without the consent of Payor: (i) if required for compliance with applicable laws, rules, regulations or orders of any governmental agency or stock exchange having jurisdiction over Royalty Holder or any of its parent or affiliate entities; (ii) to any of Royalty Holder’s consultants or advisors; (iii) to any third party to whom Royalty Holder, in good faith, is considering selling or assigning any portion of the Production Royalty; or (iv) to a prospective lender to whom an interest in Production Royalty payments to be made to Royalty Holder hereunder is proposed to be granted as security, provided that any such consultant, advisor or third party shall have agreed in writing to keep such information confidentially in accordance with the provisions of this paragraph (m).  Royalty Holder shall not issue any press release pertaining to the Claims except upon giving Payor three (3) business days’ advance notice of the contents thereof, and the opportunity to comment on the same.  Royalty Holder shall not, without Payor’s consent, issue any press release that implies or infers that Payor endorses or joins in Royalty Holder’s statements or representations contained in any such press release.


 


(n)           All tailings, residues, waste rock, spoiled leach materials and other materials (collectively “Materials”) resulting from Payor’s operations and activities on the Claims shall be the sole property of Payor, but shall be burdened by the obligation to pay the Production Royalty should the same be processed or reprocessed, as the case may be, in the future and result in the production of Valuable Minerals.


 


(o)           In the event any Production Royalty payment is not made with the time provided in paragraph (h), unless within fifteen (15) days after the due date of such payment Royalty Holder shall have received such payment, then Payor shall pay interest on the delinquent payment at the rate of twelve percent (12%) per annum which shall accrue from the day the delinquent payment was due to the date of payment of the required Production Royalty payment and accrued interest.


 


(p)           Reasonable attorney fees and costs shall be paid to the prevailing party by the other party in the event of disputes arising over payments of Production Royalties.


 




  





B-5











  






 


(q)           The Payor shall have the right to commingle, either underground, at the surface, or at processing or other treatment facilities, Valuable Minerals mined and removed from the Claims from which Valuable Minerals are to be produced, with ore, concentrates, minerals and other material mined and removed from other lands and properties; provided, however, that before any Valuable Minerals produced from the Claims are commingled with Valuable Minerals from other properties, the Payor shall calculate from representative samples of ore produced from the Claims the average grade thereof and other measures as are appropriate, and shall weigh (or calculate by volume) the material before commingling.  In obtaining representative samples, calculating the average grade of the ore and average recovery percentages, the Payor 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 the Royalty Holder.  In addition, comparable procedures may be used by the Payor to apportion among the commingled materials all penalty and other charges and deductions, if any, imposed by the smelter, refiner, or purchaser of such material.  Detailed records shall be kept by Payor showing measures, assays of metal, commercial minerals, and other appropriate content and penalty substances, and gross metal content of the Valuable Minerals.  From this information, Payor shall determine the amount of Production Royalty due and payable to Royalty Holder from Valuable Minerals produced from the Claims that has been commingled with ore from other properties.  Following the expiration of the period for objection described above in paragraph (j), and absent timely objection, if any, made by Royalty Holder, Payor may dispose of the materials and data required to be kept and produced by this paragraph.


 


(r)           All determinations with respect to:  (i) whether ore will be beneficiated, processed or milled by Payor or sold in a raw state; (ii) the methods of beneficiating, processing, milling or leaching any such ore; (iii) the constituents to be recovered therefrom; and (iv) the purchasers to whom any Valuable Minerals may be sold, shall be made by Payor in its sole and absolute discretion.


 


(s)           The mineral content of all Valuable Minerals mined and removed from the Claims (excluding ore leached in place) and the quantities of constituents recovered by Payor shall be determined by Payor, or with respect to Valuable Minerals which are sold, by the mill or smelter to which the Valuable Minerals are sold, in accordance with standard sampling and analysis procedures, and shall be weighted average based on the total amount of ore crushed and sampled, or the constituents recovered, during an entire calendar quarter.


 


(t)           The Production Royalty shall attach to any amendments, relocations or conversions of any of the Claims, or any real property interests which replace the Claims which are created by amendments to or replacements of federal or state mining laws.  The Production Royalty shall be a real property interest that runs with the Claims and shall be a legal and binding obligation of the Payor and its successors and assigns.  If Payor conveys, transfers, or assigns all or any portion of its interest in the Claims (other than in connection with a pledge of the Claims for financing purposes) it shall require the party or parties acquiring such interest to assume in writing the obligation to pay the Production Royalty in accordance with the terms hereof, and provide a copy of the same to Royalty Holder.


 




 



B-6