Exhibit
10.02


 


EXECUTION COPY


 


SECURITY AGREEMENT


 


SECURITY
AGREEMENT dated as of September 2, 2010, between American Lithium Minerals
Inc., a corporation duly organized and validly existing under the laws of
Nevada (the “Grantor”), and  2245393
Ontario Inc., a corporation duly organized and validly existing under the laws
of Ontario (the “Secured Party”).


 


WITNESSETH


 


WHEREAS, the Secured Party
has agreed to advance credit in the principal amount of US$750,000.00 as
evidenced by the secured senior convertible promissory note, dated of even date
herewith and due August 31, 2015 (the “Note”) and may in the future
lend other amounts to the Grantor,


 


WHEREAS, to induce the
Secured Party to advance such credit and for other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the
Grantor has agreed to grant a continuing security interest in and to the
Collateral (as hereinafter defined) in order to secure the prompt and complete
payment, observance and performance of the Secured Obligations (as hereinafter
defined),


 


Accordingly,
the parties hereto agree as follows:


 


Section 1.  Definitions, Etc.


 


1.01         Certain Uniform Commercial Code
Terms.  As used herein, the terms “Accession”,
“Account”, “As-Extracted Collateral”, “Chattel Paper”, “Commodity
Account”, “Commodity Contract”, “Deposit Account”, “Document”,
“Electronic Chattel Paper”, “Equipment”, “Fixture”, “General
Intangible”, “Goods”, “Instrument”, “Inventory”, “Investment
Property”, “Letter-of-Credit Right”, “Payment Intangible”, “Proceeds”,
“Promissory Note”, “Software” and “Tangible Chattel Paper”
have the respective meanings set forth in Article 9 of the UCC, and the
terms “Certificated Security”, “Entitlement Holder”, “Financial
Asset”, “Instruction”, “Securities Account”, “Security”,
“Security Certificate”, “Security Entitlement” and “Uncertificated
Security” have the respective meanings set forth in Article 8 of the
[NY][Nevada]UCC.


 

















 


1.02         Additional Definitions.  In addition, as used herein:


 


“Casualty
Event” means, with respect to any property of any Person, any loss of or
damage to, or any condemnation or other taking of, such property for which such
Person or any of its subsidiaries receives insurance proceeds, or proceeds of a
condemnation award or other compensation.


 


“Collateral”
has the meaning assigned to such term in Section 3.


 


“Copyright
Collateral” means all Copyrights of the Grantor, whether now owned or
hereafter acquired by the Grantor, including each Copyright identified in
Annex 4.


 


“Copyrights”
means all copyrights, copyright registrations and applications for copyright
registrations, including all renewals and extensions thereof, all rights to
recover for past, present or future infringements thereof and all other rights
whatsoever accruing thereunder or pertaining thereto.


 


“Credit
Documents” means collectively, this Agreement and the Note and any document
or instrument providing for the grant of a lien upon any property of the
Grantor as security for the Secured Obligations.


 


“Default”
means an “Event of Default” as defined in the Note.


 


“Financial
Accommodation” means the Note and any amendments, restatements,
modifications thereof.


 


“Foreign
Subsidiary” means any subsidiary of the Grantor with respect to which the
Secured Party determines that a pledge of more than 66-2/3% of the total number
of shares of voting stock of such subsidiary would result in material adverse
tax consequences under Section 956 of the Code.


 


“Intellectual
Property” means, collectively, all Copyright Collateral, all Patent Collateral
and all Trademark Collateral, together with (a) all inventions, processes,
production methods, proprietary information, know-how and trade secrets;
(b) all licenses or user or other agreements granted to the Grantor with
respect to any of the foregoing, in each case whether now or hereafter owned or
used; (c) all information, customer lists, identification of suppliers,
data, plans, blueprints, specifications, designs, drawings, recorded knowledge,
surveys, engineering reports, test reports, manuals, materials standards,
processing standards, performance standards, catalogs, computer and automatic
machinery software and programs; (d) all field repair data, sales data and
other information relating to sales or service of products now or hereafter manufactured;
(e) all accounting information and all media in which or on which any
information or


 


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knowledge
or data or records may be recorded or stored and all computer programs used for
the compilation or printout of such information, knowledge, records or data;
(f) all licenses, consents, permits, variances, certifications and
approvals of governmental agencies now or hereafter held by the Grantor; and
(g) all causes of action, claims and warranties now or hereafter owned or
acquired by the Grantor in respect of any of the items listed above.


 


“Issuers”
means, collectively (a) any Person that shall at any time be a subsidiary
of the Grantor, and (b) the issuer of any equity securities hereafter
owned by the Grantor.


 


“Mineral
Interests” mean all mineral estates, mineral claims under state law,
patented and unpatented federal lode, placer and millsite mining claims, mining
leases, surface and subsurface leases, licenses, subleases, sublicenses,
royalty interests, overriding royalty interests, production payment interests,
net profit interests, net smelter return interests, joint venture agreements
and other rights in mineral estates, ore bodies or production, and any other
interests associated with the real property or rights to real property of
Borrower described on Annex 9;


 


“Motor
Vehicles” means motor vehicles, tractors, trailers and other like property,
if the title thereto is governed by a certificate of title or ownership.


 


“UCC”
means the Uniform Commercial Code as in effect from time to time in the State
of Nevada.


 


“Patent
Collateral” means all Patents of the Grantor, whether now owned or
hereafter acquired by the Grantor, including each Patent identified in
Annex 5, and all income, royalties, damages and payments now or hereafter
due and/or payable under or with respect thereto.


 


“Patents”
means all patents and patent applications, including the inventions and
improvements described and claimed therein together with the reissues,
divisions, continuations, renewals, extensions and continuations-in-part
thereof, all income, royalties, damages and payments now or hereafter due
and/or payable with respect thereto, all damages and payments for past or
future infringements thereof and rights to sue therefor, and all rights
corresponding thereto throughout the world.


 


“Person”
means any individual, corporation, company, voluntary association, partnership,
limited liability company, joint venture, trust, unincorporated organization or
government (or any agency, instrumentality or political subdivision thereof).


 


“Pledged
Shares” means, collectively(i) all Shares of any Issuer hereafter
owned by the Grantor, together in each case with (a) all certificates
representing the same, (b) all 


 


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shares,
securities, moneys or other property representing a dividend on or a
distribution or return of capital on or in respect of the Pledged Shares, or
resulting from a split-up, revision, reclassification or other like change of
the Pledged Shares or otherwise received in exchange therefor, and any
warrants, rights or options issued to the holders of, or otherwise in respect
of, the Pledged Shares, and (c) without prejudice to any provision of any
of the Credit Documents prohibiting any merger or consolidation by an Issuer,
all Shares of any successor entity of any such merger or consolidation.


 


“Secured
Obligations” means, collectively, the obligations of the Grantor to the
Secured Party in respect of the principal of and interest due on the Note or in
respect of any Financial Accommodation from time to time made available by the
Secured Party to the Grantor, together with in each case interest thereon and
expenses related thereto, including any interest or expenses accruing or
arising after the commencement of any case with respect to the Grantor under
the United States Bankruptcy Code or any other bankruptcy or insolvency law
(whether or not such interest or expenses are allowed or allowable as a claim
in whole or in part in such case).


 


“Shares”
means shares of capital stock of a corporation, limited liability company
interests, partnership interests and other ownership or equity interests of any
class in any Person.


 


“Trademark
Collateral” means all Trademarks of the Grantor, whether now owned or
hereafter acquired by the Grantor, including each Trademark identified in
Annex 6, together, in each case, with the product lines and goodwill of
the business connected with the use of, and symbolized by, each such trade name,
trademark and service mark. 
Notwithstanding the foregoing, the Trademark Collateral does not and
shall not include any Trademark that would be rendered invalid, abandoned, void
or unenforceable by reason of its being included as part of the Trademark
Collateral.


 


“Trademarks”
means all trade names, trademarks and service marks, logos, trademark and
service mark registrations, and applications for trademark and service mark
registrations, including all renewals of trademark and service mark
registrations, all rights to recover for all past, present and future
infringements thereof and all rights to sue therefor, and all rights
corresponding thereto throughout the world.


 


Section 2.  Representations and Warranties.  The Grantor represents and warrants to the
Secured Party that:


 


2.01         Organizational Matters; Enforceability, Etc.  The Grantor is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization.  The execution, delivery
and performance of this Agreement, and the grant of the 


 


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security interests pursuant
hereto, (a) are within the Grantor’s powers and have been duly authorized
by all necessary corporate or other action, (b) do not require any consent
or approval of, registration or filing with, or any other action by, any
governmental authority or court, except for (i) such as have been obtained
or made and are in full force and effect, (ii) filings and recordings in
respect of the security interests created pursuant hereto, and (iii) filings
which are required or reasonably prudent pursuant to federal or state
securities laws or applicable stock exchanges rules, (c) will not violate
any applicable law or regulation or the charter, by-laws or other organizational
documents of the Grantor or any order of any governmental authority or court
binding upon the Grantor or its property, (d) will not violate or result
in a default under any indenture, agreement or other instrument binding upon
the Grantor or any of its assets, or give rise to a right thereunder to require
any payment to be made by any such person, and (e) except for the security
interests created pursuant hereto, will not result in the creation or
imposition of any lien, charge or encumbrance on any asset of the Grantor.


 


This Agreement has been duly
executed and delivered by the Grantor and constitutes, a legal, valid and
binding obligation of the Grantor, enforceable against the Grantor in
accordance with its terms, except as such enforceability may be limited by
(a) bankruptcy, insolvency, reorganization, moratorium or similar laws of
general applicability affecting the enforcement of creditors’ rights and
(b) the application of general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law).


 


Neither the Grantor nor any
of its subsidiaries is (a) an “investment company” as defined in, or
subject to regulation under, the Investment Company Act of 1940 or (b) a “holding
company” as defined in, or subject to regulation under, the Public Utility
Holding Company Act of 1935.


 


2.02         Title.  The Grantor is the sole beneficial owner of
the Collateral and no lien exists upon the Collateral (and no right or option
to acquire the same exists in favor of any other Person) other than the
security interest created or provided for herein, which security interest
constitutes a valid first and prior perfected lien on the Collateral.


 


2.03         Names, Etc.  The full and correct legal name, type of
organization, jurisdiction of organization, organizational ID number (if
applicable) and mailing address of the Grantor as of the date hereof are
correctly set forth in Annex 1. 
Said Annex 1 correctly specifies (a) the place of business of
the Grantor or, if the Grantor has more than one place of business, the
location of the chief executive office of the Grantor,  and (b) each location where any
financing statement naming the Grantor as debtor is currently on file.


 


2.04         Changes in Circumstances.  The Grantor has not (a) within the
period of four months prior to the date hereof, changed its location (as
defined in Section 9-307 of the UCC), (b) except as specified in
Annex 1, heretofore changed its name, or (c) except as specified in
Annex 2, heretofore become a “new debtor” (as defined in
Section 9-102(a)(56) of the UCC)


 


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with
respect to a currently effective security agreement previously entered into by
any other Person.


 


2.05         Pledged Shares.  The Grantor has no subsidiaries and owns no
equity securities of any Person as of the date hereof.


 


2.06         Promissory Notes.  Annex 3 sets forth a complete and
correct list of all Promissory Notes (other than any held in a Securities
Account referred to in Annex 7) held by the Grantor on the date hereof.


 


2.07         Intellectual Property.  Annexes 4, 5 and 6,
respectively, set forth a complete and correct list of all copyright
registrations, patents, patent applications, trademark registrations and
trademark applications owned by the Grantor on the date hereof (or, in the case
of any supplement to said Annexes 4, 5 and 6, effecting a pledge
thereof, as of the date of such supplement).


 


Except
pursuant to licenses and other user agreements entered into by the Grantor in
the ordinary course of business that are listed in said Annexes 4, 5
and 6 (including as supplemented by any supplement effecting a pledge
thereof), the Grantor has done nothing to authorize or enable any other Person
to use any Copyright, Patent or Trademark listed in said Annexes 4, 5
and 6 (as so supplemented), and all registrations listed in said
Annexes 4, 5 and 6 (as so supplemented) are, except as noted
therein, in full force and effect.


 


To
the Grantor’s knowledge, (i) except as set forth in said
Annexes 4, 5 and 6 (as supplemented by any supplement effecting
a pledge thereof), there is no violation by others of any right of the Grantor
with respect to any Copyright, Patent or Trademark listed in said
Annexes 4, 5 and 6 (as so supplemented), respectively, and (ii) the
Grantor is not infringing in any respect upon any Copyright, Patent or
Trademark of any other Person; and no proceedings alleging such infringement
have been instituted or are pending against the Grantor  and no written claim against the Grantor has
been received by the Grantor, alleging any such violation, except as may be set
forth in said Annexes 4, 5 and 6 (as so supplemented).


 


The
Grantor does not own any Trademarks registered in the United States of America
to which the last sentence of the definition of Trademark Collateral applies.


 


2.08         Deposit Accounts and Securities
Accounts.  Annex 7 sets forth a
complete and correct list of all Deposit Accounts, Securities Accounts and
Commodity Accounts of the Grantor on the date hereof.


 


2.09         Commercial Tort Claims.  Annex 8 sets forth a complete and
correct list of all commercial tort claims of the Grantor in existence on the
date hereof.


 


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2.10         Fair Labor Standards Act.  Any goods now or hereafter produced by the
Grantor or any of its subsidiaries included in the Collateral have been and
will be produced in compliance with the requirements of the Fair Labor
Standards Act, as amended.


 


Section 3.  Collateral.  As collateral security for the payment in
full when due (whether at stated maturity, by acceleration or otherwise) of the
Secured Obligations, the Grantor hereby pledges and grants to the Secured Party
as hereinafter provided a security interest in all of the Grantor’s right,
title and interest in, to and under the following property, in each case
whether tangible or intangible, wherever located, and whether now owned by the
Grantor or hereafter acquired and whether now existing or hereafter coming into
existence; (all of the property described in this Section 3 excluding  being collectively referred to herein as “Collateral”):


 


(a)           all Accounts:


 


(b)           all As-Extracted Collateral;


 


(c)           all Chattel Paper;


 


(d)           all Deposit Accounts;


 


(e)           all Documents;


 


(f)            all Equipment;


 


(g)           all Fixtures;


 


(h)           all General Intangibles;


 


(i)            all Goods not covered by the other
clauses of this Section 3;


 


(j)            the Pledged Shares;


 


(k)           all Instruments, including all
Promissory Notes;


 


(l)            all Intellectual Property;


 


(m)          all Inventory;


 


(n)           all Investment Property not covered
by other clauses of this Section 3, including all Securities, all
Securities Accounts and all Security Entitlements with respect thereto and
Financial Assets carried therein, and all 


 


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Commodity Accounts and
Commodity Contracts;


 


(o)           all Letter-of-Credit Rights;


 


(p)           all commercial tort claims, as
defined in Section 9-102(a)(13) of the UCC, arising out of the events
described in Annex 8;


 


(q)           all other tangible and intangible
personal property whatsoever of the Grantor;


 


(r)            all Mineral Interests; and


 


(s)           all Proceeds of any of the
Collateral, all Accessions to and substitutions and replacements for, any of
the Collateral, and all offspring, rents, profits and products of any of the
Collateral, and, to the extent related to any Collateral, all books,
correspondence, credit files, records, invoices and other papers (including all
tapes, cards, computer runs and other papers and documents in the possession or
under the control of the Grantor or any computer bureau or service company from
time to time acting for the Grantor),


 


IT
BEING UNDERSTOOD, HOWEVER, that (A) in the case of any of the foregoing
that consists of general or limited partnership interests in a general or
limited partnership, the security interest hereunder shall be deemed to be
created only to the maximum extent permitted under the applicable
organizational instrument pursuant to which such partnership is formed,
(B) in no event shall the security interest granted under this
Section 3 attach to any lease, license, contract, property rights or
agreement to which the Grantor is a party (or to any of its rights or interests
thereunder) if the grant of such security interest would constitute or result
in either (i) the abandonment, invalidation or unenforceability of any
right, title or interest of the Grantor therein or (ii) in a breach or
termination pursuant to the terms of, or a default under, any such lease,
license, contract, property rights or agreement (other than to the extent that
any such term would be rendered ineffective by Section 9-406, 9-407, 9-408
or 9-409 of the Uniform Commercial Code as in effect in the relevant
jurisdiction), and  (C) the security
interest created hereby in Shares constituting voting stock of any Issuer that
is a Foreign Subsidiary shall be limited to that portion of such voting stock
that does not exceed 65% of the aggregate issued and outstanding voting stock
of such Issuer.


 


Section 4.  Further Assurances; Remedies.  In furtherance of the grant of the security
interest pursuant to Section 3, the Grantor hereby agrees with the Secured
Party as follows:


 


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4.01         Delivery and Other Perfection.  The Grantor shall promptly from time to time
give, execute, deliver, file, record, authorize or obtain all such financing
statements, continuation statements, notices, instruments, documents,
agreements or consents or other papers as may be necessary or desirable in the
judgment of the Secured Party to create, preserve, perfect, maintain the perfection
of or validate the security interest granted pursuant hereto or to enable the
Secured Party to exercise and enforce its rights hereunder with respect to such
security interest, and without limiting the foregoing, shall:


 


(a)           if any of the Pledged Shares, Investment
Property or Financial Assets constituting part of the Collateral are received
by the Grantor, forthwith (x) deliver to the Secured Party the
certificates or instruments representing or evidencing the same, duly endorsed
in blank or accompanied by such instruments of assignment and transfer in such
form and substance as the Secured Party may reasonably request, all of which
thereafter shall be held by the Secured Party, pursuant to the terms of this
Agreement, as part of the Collateral and (y) take such other action as the
Secured Party may reasonably deem necessary or appropriate to duly record or
otherwise perfect the security interest created hereunder in such Collateral;


 


(b)           promptly from time to time deliver to
the Secured Party any and all Instruments constituting part of the Collateral,
endorsed and/or accompanied by such instruments of assignment and transfer in
such form and substance as the Secured Party may request; provided that
(other than in the case of the promissory notes described in Annex 3
(Part B)) so long as no Default shall have occurred and be continuing, the
Grantor may retain for collection in the ordinary course any Instruments
received by the Grantor in the ordinary course of business and the Secured
Party shall, promptly upon request of the Grantor, make appropriate
arrangements for making any Instrument delivered by the Grantor available to
the Grantor for purposes of presentation, collection or renewal (any such
arrangement to be effected, to the extent requested by the Secured Party,
against trust receipt or like document);


 


(c)           promptly from time to time enter into
such control agreements, each in form and substance reasonably acceptable to
the Secured Party, as may be required to perfect the security interest created
hereby in any and all Deposit Accounts, Investment Property, Electronic
Chattel Paper and Letter-of-Credit Rights, and will promptly furnish to the
Secured Party true copies thereof;


 


(d)           promptly from time to time upon the
request of the Secured Party, execute and deliver such short-form security
agreements as the Secured Party may reasonably deem necessary or desirable to
protect the interests of the Secured Party in respect of that portion of the
Collateral consisting of Intellectual Property;


 


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(e)           promptly upon request of the Secured
Party, cause the Secured Party to be listed as the lienholder on any
certificate of title or ownership covering any Motor Vehicle (other than Motor
Vehicles constituting Inventory) and within 120 days of such request deliver
evidence of the same to the Secured Party;


 


(f)            keep full and accurate books and
records relating to the Collateral, and stamp or otherwise mark such books and
records in such manner as the Secured Party may reasonably require in order to
reflect the security interests granted by this Agreement; and


 


(g)           permit representatives of the Secured
Party, upon reasonable notice, at any time during normal business hours to
inspect and make abstracts from its books and records pertaining to the
Collateral, and permit representatives of the Secured Party to be present at
the Grantor’s place of business to receive copies of communications and
remittances relating to the Collateral, and forward copies of any notices or
communications received by the Grantor with respect to the Collateral, all in
such manner as the Secured Party may require.


 


4.02         Other Financing Statements or
Control.  The Grantor shall not
(a) file or suffer to be on file, or authorize or permit to be filed or to
be on file, in any jurisdiction, any financing statement or like instrument
with respect to any of the Collateral in which the Secured Party is not named
as the sole secured party, or (b) cause or permit any Person other than
the Secured Party to have “control” (as defined in Section 9-104, 9-105,
9-106 or 9-107 of the NYUCC) of any Deposit Account, Electronic Chattel Paper, Investment
Property or Letter-of-Credit Right constituting part of the Collateral.


 


4.03         Preservation of Rights.  The Secured Party shall not be required to
take steps necessary to preserve any rights against prior parties to any of the
Collateral.


 


4.04         Special Provisions Relating to
Certain Collateral.


 


(a)           Pledged Shares.


 


(i)            So long as no Default shall have
occurred and be continuing, the Grantor shall have the right to exercise all
voting, consensual and other powers of ownership pertaining to the Pledged
Shares, provided that the Grantor agrees that it will not vote the
Pledged Shares in any manner that is inconsistent with the terms of this
Agreement; and the Secured Party shall execute and deliver to the Grantor or
cause to be executed and delivered to the Grantor all such proxies, powers of
attorney, dividend and other orders, and all such instruments, without recourse,
as the Grantor may reasonably request for the purpose of enabling the Grantor
to exercise the rights and powers that it is entitled to exercise pursuant to
this Section 4.04(a)(ii).


 


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(ii)           Unless and until a Default shall have
occurred and be continuing, the Grantor shall be entitled to receive and retain
any dividends, distributions or proceeds on the Pledged Shares paid in cash out
of earned surplus.


 


(iii)          If a Default shall have occurred and
be continuing, whether or not the Secured Party exercises any available right
to declare any Secured Obligations due and payable or seeks or pursues any
other relief or remedy available to it under applicable law or under this
Agreement, the Credit Documents or any other agreement relating to such Secured
Obligation, all dividends and other distributions on the Pledged Shares shall
be paid directly to the Secured Party and, if the Secured Party shall so
request in writing, the Grantor agrees to execute and deliver to the Secured
Party appropriate additional dividend, distribution and other orders and
documents to that end, provided that if such Default is cured, any such
dividend or distribution theretofore paid to the Secured Party shall, upon request
of the Grantor (except to the extent theretofore applied to the Secured
Obligations), be returned by the Secured Party to the Grantor.


 


(b)           Intellectual Property.


 


(i)            For the purpose of enabling the
Secured Party to exercise rights and remedies under Section 4.05 at such
time as the Secured Party shall be lawfully entitled to exercise such rights
and remedies, and for no other purpose, the Grantor hereby grants to the
Secured Party, to the extent assignable, an irrevocable, non-exclusive license
(exercisable without payment of royalty or other compensation to the Grantor)
to use, assign, license or sublicense any of the Intellectual Property now
owned or hereafter acquired by the Grantor, wherever the same may be located,
including in such license reasonable access to all media in which any of the
licensed items may be recorded or stored and to all computer programs used for
the compilation or printout thereof.


 


(ii)           Notwithstanding anything contained
herein to the contrary, so long as no Default shall have occurred and be
continuing, the Grantor will be permitted to exploit, use, enjoy, protect,
license, sublicense, assign, sell, dispose of or take other actions with
respect to the Intellectual Property in the ordinary course of the business of
the Grantor.  In furtherance of the
foregoing, so long as no Default shall have occurred and be continuing, the
Secured Party shall from time to time, upon the request of the Grantor, execute
and deliver any instruments, certificates or other documents, in the form so
requested, that the Grantor shall have certified are appropriate in its
judgment to allow it to take any action permitted above (including
relinquishment of the license provided pursuant to clause (i) immediately
above as to any specific Intellectual Property).  Further, upon the payment in full of all of
the Secured Obligations and the expiration and termination of all obligations
of the Secured Party to make available any Financial Accommodation to the
Grantor, or earlier expiration of this Agreement or release of the 


 


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Collateral,
the Secured Party shall grant back to the Grantor the license granted pursuant
to clause (i) immediately above. 
The exercise of rights and remedies under Section 4.05 by the
Secured Party shall not terminate the rights of the holders of any licenses or
sublicenses theretofore granted by the Grantor in accordance with the first
sentence of this clause (ii).


 


(c)           Chattel Paper.  The Grantor will (i) deliver to the
Secured Party each original of each item of Chattel Paper at any time
constituting part of the Collateral, and (ii) cause each such original and
each copy thereof to bear a conspicuous legend, in form and substance
reasonably satisfactory to the Secured Party, indicating that such Chattel
Paper is subject to the security interest granted hereby and that purchase of
such Chattel Paper by a Person other than the Secured Party without the consent
of the Secured Party would violate the rights of the Secured Party.


 


4.05         Remedies.


 


(a)           Rights and Remedies Generally upon
Default.  If a Default shall have
occurred and is continuing, the Secured Party shall have all of the rights and
remedies with respect to the Collateral of a secured party under the UCC
(whether or not the Uniform Commercial Code is in effect in the jurisdiction
where the rights and remedies are asserted) and such additional rights and
remedies to which a secured party is entitled under the laws in effect in any
jurisdiction where any rights and remedies hereunder may be asserted, including
the right, to the fullest extent permitted by law, to exercise all voting,
consensual and other powers of ownership pertaining to the Collateral as if the
Secured Party were the sole and absolute owner thereof (and the Grantor agrees
to take all such action as may be appropriate to give effect to such right);
and without limiting the foregoing:


 


(i)            the Secured Party in its discretion
may, in its name or in the name of the Grantor or otherwise, demand, sue for,
collect or receive any money or other property at any time payable or
receivable on account of or in exchange for any of the Collateral, but shall be
under no obligation to do so;


 


(ii)           the Secured Party may make any
reasonable compromise or settlement deemed desirable with respect to any of the
Collateral and may extend the time of payment, arrange for payment in
installments, or otherwise modify the terms of, any of the Collateral;


 


(iii)          the Secured Party may require the
Grantor to notify (and the Grantor hereby authorizes the Secured Party to so
notify) each account debtor in respect of any Account, Chattel Paper or General
Intangible, and each obligor on any Instrument, constituting part of the
Collateral that such Collateral has been assigned to the Secured Party
hereunder, and to instruct that any payments due or to become due in respect of



 


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such
Collateral shall be made directly to the Secured Party or as it may direct (and
if any such payments, or any other Proceeds of Collateral, are received by the
Grantor they shall be held in trust by the Grantor for the benefit of the
Secured Party and as promptly as possible remitted or delivered to the Secured
Party for application as provided herein);


 


(iv)          the Secured Party may require the
Grantor to assemble the Collateral at such place or places, reasonably
convenient to the Secured Party and the Grantor, as the Secured Party may
direct;


 


(v)           the Secured Party may require the
Grantor to cause the Pledged Shares to be transferred of record into the name
of the Secured Party or its nominee (and the Secured Party agrees that if any
of such Pledged Shares is transferred into its name or the name of its nominee,
the Secured Party will thereafter promptly give to the Grantor copies of any
notices and communications received by it with respect to such Pledged Shares);
and


 


(vi)          the Secured Party may sell, lease,
assign or otherwise dispose of all or any part of the Collateral, at such place
or places as the Secured Party deems best, and for cash or for credit or for
future delivery (without thereby assuming any credit risk), at public or
private sale, without demand of performance or notice of intention to effect
any such disposition or of the time or place thereof (except such notice as is
required by applicable statute and cannot be waived), and the Secured Party or
anyone else may be the purchaser, lessee, assignee or recipient of any or all
of the Collateral so disposed of at any public sale (or, to the extent permitted
by law, at any private sale) and thereafter hold the same absolutely, free from
any claim or right of whatsoever kind, including any right or equity of
redemption (statutory or otherwise), of the Grantor, any such demand, notice
and right or equity being hereby expressly waived and released.  In the event of any sale, assignment, or
other disposition of any of the Trademark Collateral, the goodwill connected
with and symbolized by the Trademark Collateral subject to such disposition
shall be included.  The Secured Party
may, without notice or publication, adjourn any public or private sale or cause
the same to be adjourned from time to time by announcement at the time and
place fixed for the sale, and such sale may be made at any time or place to
which the sale may be so adjourned.


 


The
Proceeds of each collection, sale or other disposition under this
Section 4.05, including by virtue of the exercise of any license granted
to the Secured Party in Section 4.04(b), shall be applied in accordance
with Section 4.09.


 


(b)           Certain Securities Act Limitations.  The Grantor recognizes that, by reason of
certain prohibitions contained in the Securities Act of 1933, as amended, and
applicable state securities laws, the Secured Party may be compelled, with
respect to any sale of all or any part of the Collateral, to limit purchasers
to those who will agree, among other things, to acquire the 


 


13

















 


Collateral
for their own account, for investment and not with a view to the distribution
or resale thereof.  The Grantor
acknowledges that any such private sales may be at prices and on terms less
favorable to the Secured Party than those obtainable through a public sale
without such restrictions, and, notwithstanding such circumstances, agrees that
any such private sale shall be deemed to have been made in a commercially
reasonable manner and that the Secured Party shall have no obligation to engage
in public sales and no obligation to delay the sale of any Collateral for the
period of time necessary to permit the issuer thereof to register it for public
sale.


 


(c)           Notice.  The Grantor agrees that to the extent the
Secured Party is required by applicable law to give reasonable prior notice of
any sale or other disposition of any Collateral, ten business days’ notice
shall be deemed to constitute reasonable prior notice.


 


4.06         Deficiency.  If the proceeds of sale, collection or other
realization of or upon the Collateral pursuant to Section 4.05 are
insufficient to cover the costs and expenses of such realization and the
payment in full of the Secured Obligations, the Grantor shall remain liable for
any deficiency.


 


4.07         Locations; Names, Etc.  Without at least 30 days’ prior written
notice to the Secured Party, the Grantor shall not (i) change its location
(as defined in Section 9-307 of the UCC), (ii) change its name from
the name shown as its current legal name on Annex 1, or (iii) agree
to or authorize any modification of the terms of any item of Collateral that
would result in a change thereof from one Uniform Commercial Code category to
another such category (such as from a General Intangible to Investment
Property), if the effect thereof would be to result in a loss of perfection of,
or diminution of priority for, the security interests created hereunder in such
item of Collateral, or the loss of control (within the meaning of
Section 9-104, 9-105, 9-106 or 9-107 of the UCC) over such item of
Collateral.


 


4.08         Private Sale.  The Secured Party shall incur no liability as
a result of the sale of the Collateral, or any part thereof, at any private
sale pursuant to Section 4.05 conducted in a commercially reasonable
manner.  The Grantor hereby waives any
claims against the Secured Party arising by reason of the fact that the price
at which the Collateral may have been sold at such a private sale was less than
the price that might have been obtained at a public sale or was less than the
aggregate amount of the Secured Obligations, even if the Secured Party accepts
the first offer received and does not offer the Collateral to more than one
offeree.


 


4.09         Application of Proceeds.  Except as otherwise herein expressly provided
and except as provided below in this Section 4.09, the Proceeds of any
collection, sale or other realization of all or any part of the Collateral
pursuant hereto, and any other cash at the time held by the Secured Party under
this Section 4, shall be applied by the Secured Party:


 


First, to the
payment of the costs and expenses of such collection, sale or other realization,
including reasonable out-of-pocket costs and expenses of the Secured Party 


 


14

















 


and
the fees and expenses of its agents and counsel, and all expenses incurred and
advances made by the Secured Party in connection therewith;


 


Next, to the
payment in full of the Secured Obligations, in such order as the Secured Party
shall in its sole discretion determine; and


 


Finally, to the
payment to the Grantor, or its successors or assigns, or as a court of
competent jurisdiction may direct, of any surplus then remaining.


 


4.10         Attorney-in-Fact.  Without limiting any rights or powers granted
by this Agreement to the Secured Party while no Default has occurred and is
continuing, upon the occurrence and during the continuance of any Default the
Secured Party is hereby appointed the attorney-in-fact of the Grantor for the
purpose of carrying out the provisions of this Section 5 and taking any
action and executing any instruments that the Secured Party may deem necessary
or advisable to accomplish the purposes hereof, which appointment as
attorney-in-fact is irrevocable and coupled with an interest.  Without limiting the generality of the
foregoing, so long as the Secured Party shall be entitled under this
Section 5 to make collections in respect of the Collateral, the Secured
Party shall have the right and power to receive, endorse and collect all checks
made payable to the order of Grantor representing any dividend, payment or
other distribution in respect of the Collateral or any part thereof and to give
full discharge for the same.


 


4.11         Perfection and Recordation.  The Grantor authorizes the Secured Party to
file Uniform Commercial Code financing statements describing the Collateral as “all
assets” or “all personal property and fixtures” of the Grantor (provided that
no such description shall be deemed to modify the description of Collateral set
forth in Section 3).


 


4.12         Termination.  When all Secured Obligations shall have been
paid in full, this Agreement shall terminate, and the Secured Party shall
forthwith cause to be assigned, transferred and delivered, against receipt but
without any recourse, warranty or representation whatsoever, any remaining
Collateral and money received in respect thereof, to or on the order of the  Grantor and to be released and canceled all
licenses and rights referred to in Section 4.04(b).  The Secured Party shall also, at the expense
of the Grantor, execute and deliver to the Grantor upon such termination such
Uniform Commercial Code termination statements, certificates for terminating
the liens on the Motor Vehicles and such other documentation as shall be
reasonably requested by the Grantor to effect the termination and release of
the liens on the Collateral as required by this Section 4.12.


 


4.13         Further Assurances.  The Grantor agrees that, from time to time
upon the written request of the Secured Party, the Grantor will execute and
deliver such further documents and do such other acts and things as the Secured
Party may reasonably request in order fully to effect the purposes of this
Agreement.


 


15

















 


Section
5.  Miscellaneous.


 


5.01         Notices.  All notices, requests, consents and demands
hereunder shall be in writing and telecopied or delivered to the intended
recipient at the “Address for Notices” specified beneath its name on the
signature pages hereto or, as to any party, at such other address as shall be
designated by such party in a notice to each other party.  Except as otherwise provided in this
Agreement, all such communications shall be deemed to have been duly given when
transmitted by telecopier or personally delivered or, in the case of a mailed
notice, upon receipt, in each case given or addressed as aforesaid.


 


5.02         No Waiver.  No failure on the part of Secured Party to
exercise, and no course of dealing with respect to, and no delay in exercising,
any right, power or remedy hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise by the Secured Party of any right, power
or remedy hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or remedy. 
The remedies herein are cumulative and are not exclusive of any remedies
provided by law.


 


5.03         Amendments, Etc.  The terms of this Agreement may be waived,
altered or amended only by an instrument in writing duly executed by the
Grantor and the Secured Party.


 


5.04         Expenses.  The Grantor agrees to reimburse the Secured
Party for all reasonable costs and expenses incurred by it (including the
reasonable fees and expenses of legal counsel) in connection with (i) any
Default and any enforcement or collection proceeding resulting therefrom,
including all manner of participation in or other involvement with
(w) performance by the Secured Party of any obligations of the Grantor in
respect of the Collateral that the Grantor has failed or refused to perform,
(x) bankruptcy, insolvency, receivership, foreclosure, winding up or
liquidation proceedings, or any actual or attempted sale, or any exchange,
enforcement, collection, compromise or settlement in respect of any of the
Collateral, and for the care of the Collateral and defending or asserting
rights and claims of the Secured Party in respect thereof, by litigation or
otherwise, including expenses of insurance, (y) judicial or regulatory
proceedings and (z) workout, restructuring or other negotiations or
proceedings (whether or not the workout, restructuring or transaction
contemplated thereby is consummated) and (ii) the enforcement of this
Section 5.04, and all such costs and expenses shall be Secured Obligations
entitled to the benefits of the collateral security provided pursuant to
Section 3.


 


5.05         Successors and Assigns.  This Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of the Grantor
and the Secured Party (provided that the Grantor shall not assign or
transfer its rights or obligations hereunder without the prior written consent
of the Secured Party).


 


16

















 


5.06         Counterparts.  This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
instrument and either of the parties hereto may execute this Agreement by
signing any such counterpart.


 


5.07         Governing Law; Submission to
Jurisdiction; Etc.


 


(a)           Governing Law. 
This Agreement shall be construed in accordance with and governed by the
law of the State of Nevada.


 


(b)           Submission to Jurisdiction.  The Grantor hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the Nevada state district court located in the city of Las
Vegas and Clark County, Nevada and of the United States District Court of the
District of Nevada, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such Nevada State or, to the extent
permitted by law, in such Federal court. 
Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
law.  Nothing in this Agreement shall
affect any right that the Secured Party may otherwise have to bring any action
or proceeding relating to this Agreement against the Grantor or its properties
in the courts of any jurisdiction.


 


(c)           Waiver of Venue. 
The Grantor hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement in any court referred to in
paragraph (b) of this Section.  Each
of the parties hereto hereby irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.


 


(d)           Service of Process. 
Each party to this Agreement irrevocably consents to service of process
in the manner provided for notices in Section 5.01.  Nothing in this Agreement will affect the
right of any party to this Agreement to serve process in any other manner
permitted by law.


 


5.08         WAIVER OF JURY TRIAL. 
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS 


 


17

















 


REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONGOTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


5.09         Captions.  The captions and section headings appearing
herein are included solely for convenience of reference and are not intended to
affect the interpretation of any provision of this Agreement.


 


5.10         Agents and Attorneys-in-Fact.  The Secured Party may employ agents and
attorneys-in-fact in connection herewith and shall not be responsible for the
negligence or misconduct of any such agents or attorneys-in-fact selected by it
in good faith.


 


5.11         Severability.  If any provision hereof is invalid and
unenforceable in any jurisdiction, then, to the fullest extent permitted by
law, (a) the other provisions hereof shall remain in full force and effect
in such jurisdiction and shall be liberally construed in favor of the Secured
Party in order to carry out the intentions of the parties hereto as nearly as
may be possible and (b) the invalidity or unenforceability of any
provision hereof in any jurisdiction shall not affect the validity or
enforceability of such provision in any other jurisdiction.


 


[Remainder
of the Page Intentionally Left Blank]


 


18

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be
duly executed and delivered as of the day and year first above written.


 


	
   

  	
  AMERICAN LITHIUM MINERALS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  	
   

  
	
   

  	
  American
  Lithium Minerals Inc.

  
	
   

  	
  2850
  W. Horizon Ridge Parkway, Suite 200

  
	
   

  	
  Henderson,
  NV  89052

  
	
   

  	
  Attention:  Hugh Aird

  
	
   

  	
  Fax No.: (702) 430-4507

  
	
   

  	
  Email: haird@americanlithium.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  2245393 ONTARIO INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  c/o
  Osler, Hoskin & Harcourt LLP

  
	
   

  	
  Suite
  6100, 1 First Canadian Place

  
	
   

  	
  Toronto,
  ON  M5X 1B8

  
	
   

  	
  Attention:  Emmanuel Pressman

  
	
   

  	
  Fax No.: (416) 862-6666

  
	
   

  	
  E-mail:
  epressman@osler.com

  



 


19
















 


ANNEX 1


 


FILING DETAILS


 


Name:  American Lithium Minerals, Inc.


Type
of Organization: Corporation


Jurisdiction
of Organization: Nevada


Organizational
ID Number: NV20051222382


Mailing
Address: 2870 W. Horizon Ridge Parkway, Suite 200, Henderson, NV 89052


Prior
Name: Nugget Resources, Inc.


 


 


Annex 1 to Security Agreement


 

















 


ANNEX 2


 


NEW DEBTOR EVENTS


 


None.


 


 


Annex 2 to Security Agreement


 

















 


ANNEX 3


 


PROMISSORY NOTES


 


None.


 


 


Annex 3 to Security Agreement


 

















 


ANNEX 4


 


LIST OF COPYRIGHTS, COPYRIGHT REGISTRATIONS AND


APPLICATIONS FOR COPYRIGHT REGISTRATIONS


 


None.


 


 


Annex 4 to Security Agreement


 

















 


ANNEX 5


 


LIST OF PATENTS AND PATENT APPLICATIONS


 


None.


 


 


Annex 5 to Security Agreement


 

















 


ANNEX 6


 


LIST OF TRADE NAMES, TRADEMARKS, SERVICES MARKS,


TRADEMARK AND SERVICE MARK REGISTRATIONS AND


APPLICATIONS FOR TRADEMARK AND SERVICE MARK REGISTRATIONS


 


None.


 


 


Annex
6 to Security Agreement


 

















 


ANNEX 7


 


LIST OF DEPOSIT ACCOUNTS, AND SECURITIES ACCOUNTS AND COMMODITY
ACCOUNTS


 


American Lithium Minerals Inc.


Banking Information


Bank: 
Wachovia Bank, N.A.


Address:
1525 WT Harris Blvd


Charlotte
N.C.


28262


Accounts:


2000041563782


2000041563630


 


 


Annex
7 to Security Agreement


 

















 


ANNEX 8


 


LIST OF COMMERCIAL TORT CLAIMS


 


None.


 


 


Annex
8 to Security Agreement


 

















 


ANNEX 9


 


MINERAL INTERESTS


 


FLD CLAIMS


 


The
following unpatented mining claims located in Township 1 South, Range 35 South
and 36 East and Township 2 S, Range 35 South and 36 East, Esmeralda County,
Nevada


 


	
  Claim Name

  	
   

  	
  BLM
  Serial No.

  
	
  FLD # 46

  	
   

  	
  NMC 1018078

  
	
  FLD # 47

  	
   

  	
  NMC 1018079

  
	
  FLD # 48

  	
   

  	
  NMC 1018080

  
	
  FLD # 49

  	
   

  	
  NMC 1018081

  
	
  FLD # 1

  	
   

  	
  NMC 1018082

  
	
  FLD # 2

  	
   

  	
  NMC 1018083

  
	
  FLD # 3

  	
   

  	
  NMC 1018084

  
	
  FLD # 4

  	
   

  	
  NMC 1018085

  
	
  FLD # 5

  	
   

  	
  NMC 1018086

  
	
  FLD # 6

  	
   

  	
  NMC 1018087

  
	
  FLD # 7

  	
   

  	
  NMC 1018088

  
	
  FLD # 8

  	
   

  	
  NMC 1018089

  
	
  FLD # 9

  	
   

  	
  NMC 1018090

  
	
  FLD # 10

  	
   

  	
  NMC 1018091

  
	
  FLD # 11

  	
   

  	
  NMC 1018092

  
	
  FLD # 12

  	
   

  	
  NMC 1018093

  
	
  FLD # 13

  	
   

  	
  NMC 1018094

  
	
  FLD # 14

  	
   

  	
  NMC 1018095

  
	
  FLD # 15

  	
   

  	
  NMC 1018096

  
	
  FLD # 16

  	
   

  	
  NMC 1018097

  
	
  FLD # 17

  	
   

  	
  NMC 1018098

  
	
  FLD # 18

  	
   

  	
  NMC 1018099

  
	
  FLD # 19

  	
   

  	
  NMC 1018100

  
	
  FLD # 20

  	
   

  	
  NMC 1018101

  
	
  FLD # 21

  	
   

  	
  NMC 1018102

  
	
  FLD # 22

  	
   

  	
  NMC 1018103

  
	
  FLD # 23

  	
   

  	
  NMC 1018104

  
	
  FLD # 24

  	
   

  	
  NMC 1018105

  
	
  FLD # 25

  	
   

  	
  NMC 1018106

  
	
  FLD # 26

  	
   

  	
  NMC 1018107

  
	
  FLD # 30

  	
   

  	
  NMC 1018108

  



 


 


Annex 9 to Security
Agreement


 

















 


	
  FLD # 31

  	
   

  	
  NMC 1018109

  
	
  FLD # 32

  	
   

  	
  NMC 1018110

  
	
  FLD # 33

  	
   

  	
  NMC 1018111

  
	
  FLD # 34

  	
   

  	
  NMC 1018112

  
	
  FLD # 35

  	
   

  	
  NMC 1018113

  
	
  FLD # 36

  	
   

  	
  NMC 1018114

  
	
  FLD # 37

  	
   

  	
  NMC 1018115

  
	
  FLD # 38

  	
   

  	
  NMC 1018116

  
	
  FLD # 39

  	
   

  	
  NMC 1018117

  
	
  FLD # 40

  	
   

  	
  NMC 1018118

  
	
  FLD # 43

  	
   

  	
  NMC 1018119

  
	
  FLD # 44

  	
   

  	
  NMC 1018120

  
	
  FLD # 45

  	
   

  	
  NMC 1018121

  



 


SAR CLAIMS


 


The
following unpatented mining claims located in Township 8 South, Range 44 East,
Nye County, Nevada


 


	
  Claim Name

  	
   

  	
  BLM Serial No

  
	
  SAR # 21

  	
   

  	
  NMC 1018122

  
	
  SAR # 22

  	
   

  	
  NMC 1018123

  
	
  SAR # 23

  	
   

  	
  NMC 1018124

  
	
  SAR # 24

  	
   

  	
  NMC 1018125

  
	
  SAR # 25

  	
   

  	
  NMC 1018126

  
	
  SAR # 26

  	
   

  	
  NMC 1018127

  
	
  SAR # 27

  	
   

  	
  NMC 1018128

  
	
  SAR # 28

  	
   

  	
  NMC 1018129

  
	
  SAR # 1

  	
   

  	
  NMC 1018130

  
	
  SAR # 2

  	
   

  	
  NMC 1018131

  
	
  SAR # 3

  	
   

  	
  NMC 1018132

  
	
  SAR # 4

  	
   

  	
  NMC 1018133

  
	
  SAR # 5

  	
   

  	
  NMC 1018134

  
	
  SAR # 6

  	
   

  	
  NMC 1018135

  
	
  SAR # 7

  	
   

  	
  NMC 1018136

  
	
  SAR # 8

  	
   

  	
  NMC 1018137

  
	
  SAR # 9

  	
   

  	
  NMC 1018138

  
	
  SAR # 10

  	
   

  	
  NMC 1018139

  
	
  SAR # 11

  	
   

  	
  NMC 1018140

  
	
  SAR # 12

  	
   

  	
  NMC 1018141

  
	
  SAR # 13

  	
   

  	
  NMC 1018142

  
	
  SAR # 14

  	
   

  	
  NMC 1018143

  
	
  SAR # 15

  	
   

  	
  NMC 1018144

  



 

















 


	
  SAR # 16

  	
   

  	
  NMC 1018145

  
	
  SAR # 17

  	
   

  	
  NMC 1018146

  
	
  SAR # 18

  	
   

  	
  NMC 1018147

  
	
  SAR # 19

  	
   

  	
  NMC 1018148

  
	
  SAR # 20

  	
   

  	
  NMC 1018149

  



 


TEE CLAIMS


 


The
following unpatented mining claims located in Township 4 North, Range 33 East,
Mineral County, Nevada


 


	
  Claim Name

  	
   

  	
  BLM Serial No

  
	
  TEE # 7

  	
   

  	
  NMC 1013830

  
	
  TEE # 8

  	
   

  	
  NMC 1013831

  
	
  TEE # 9

  	
   

  	
  NMC 1013832

  
	
  TEE # 10

  	
   

  	
  NMC 1013833

  
	
  TEE # 14

  	
   

  	
  NMC 1013834

  
	
  TEE # 15

  	
   

  	
  NMC 1013835

  



 


PAR CLAIMS


 


The
following unpatented mining claims located in Township 26 South, Range 20 East,
Grand County, Utah


 


	
  Claim Name

  	
   

  	
  BLM Serial No

  
	
  PAR # 1

  	
   

  	
  UMC 409581

  
	
  PAR # 2

  	
   

  	
  UMC 409582

  
	
  PAR # 3

  	
   

  	
  UMC 409583

  
	
  PAR # 4

  	
   

  	
  UMC 409584

  
	
  PAR # 6

  	
   

  	
  UMC 409585

  
	
  PAR # 7

  	
   

  	
  UMC 409586

  
	
  PAR # 8

  	
   

  	
  UMC 409587

  
	
  PAR # 9

  	
   

  	
  UMC 409588

  
	
  PAR # 10

  	
   

  	
  UMC 409589

  
	
  PAR # 11

  	
   

  	
  UMC 409590

  
	
  PAR # 12

  	
   

  	
  UMC 409591

  
	
  PAR # 13

  	
   

  	
  UMC 409592

  
	
  PAR # 14

  	
   

  	
  UMC 409593

  
	
  PAR # 15

  	
   

  	
  UMC 409594

  
	
  PAR # 18

  	
   

  	
  UMC 409595

  
	
  PAR # 19

  	
   

  	
  UMC 409596

  
	
  PAR # 20

  	
   

  	
  UMC 409597

  
	
  PAR # 21

  	
   

  	
  UMC 409598