f8k050313ex10i_rimrock.htm



Exhibit 10.1








PURCHASE AGREEMENT


 


Among:


 


RIMROCK GOLD CORP.


 


and


 


GEOLOGIX EXPLORATIONS INC.


 


and


 


GEOLOGIX (U.S.) INC.


 


For


 


Mining Claims


 


on the Silver Cloud Gold-Silver Property




 


Dated as of


 


May 3, 2013


 




  





  











  






 


TABLE OF CONTENTS


 




	
Article 1

	  
	
DEFINITIONS AND PRINCIPLES OF INTERPRETATION

	  
	
Section 1.1

	
Definitions

	
2


	
Section 1.2

	
Certain Rules of Interpretation

	
4


	
Section 1.3

	
Knowledge

	
5


	
Section 1.4

	
Entire Agreement

	
5


	
Section 1.5

	
Schedules

	
6


	
Article 2

	  
	
REPRESENTATIONS, WARRANTIES AND COVENANTS

	  
	
Section 2.1

	
Capacity

	
6


	
Section 2.2

	
Representations and Warranties of Geologix

	
6


	
Section 2.3

	
Representations and Warranties of Rimrock

	
8


	
Section 2.4

	
Disclosures

	
10


	
Section 2.5

	
Survival of Representations and Warranties

	
10


	
Section 2.6

	
Indemnities

	
10


	
Article 3

	  
	
SCOPE OF ACQUISITION

	  
	
Section 3.1

	
Acquisition

	
11


	
Section 3.2

	
Payment for the Mining Claims and Issuance of Rimrock Shares

	
11


	
Section 3.3

	
Transfer of Title and Assumption of Obligations

	
12


	
Section 3.4

	
Operator

	
12


	
Section 3.5

	
Endorsement and Securities Law Representation

	
12


	
Section 3.6

	
Standstill

	
12


	
Section 3.7

	
Termination of Rights

	
12


	
Section 3.8

	
Drop Mining Claims

	
13


	
Section 3.9

	
Sale of Mining Claims and Right of First Offer on Mining Claims

	
13


	
Section 3.10

	
Right to First Offer on Rimrock Shares

	
13


	
Section 3.11

	
Additional Consideration on Delineation of Gold Reserves

	
13


	
Article 4

	  
	
CLOSING

	  
	
Section 4.1

	
General

	
14


	
Section 4.2

	
Conditions to Closing

	
14


	
Article 5

	  
	
CONFIDENTIALITY

	  
	
Section 5.1

	
Confidential Information

	
15


	
Section 5.2

	
Permitted Disclosure of Confidential Business Information

	
16


	
Section 5.3

	
Disclosure Required By Law

	
16


	
Section 5.4

	
Public Announcements

	
17


	
Section 5.5

	
Consultation Regarding Disclosure

	
17





 




  





  











  






 


	
Article 6

	  
	
TERM

	  
	
Section 6.1

	
Term

	
17


	 	 	 
	
Article 7

	  
	
GENERAL

	  
	
Section 7.1

	
Resolution of Disputes

	
17


	
Section 7.2

	
Notices

	
18


	
Section 7.3

	
Waiver

	
19


	
Section 7.4

	
Amendment

	
19


	
Section 7.5

	
Further Assurances

	
19


	
Section 7.6

	
Survival of Terms and Conditions

	
20


	
Section 7.7

	
Entire Agreement

	
20


	
Section 7.8

	
Successors and Assigns

	
20


	
Section 7.9

	
Expense and Commissions

	
20


	
Section 7.10

	
Execution and Delivery

	
20


	
Section 7.11

	
Language

	
20





 


	
SCHEDULES:

	  	  
	  	  	  
	
Schedule 1

	
-

	
Geologix Mining Claims


	
Schedule 2

	
-

	
Mining Claims Map


	
Schedule 3

	
-

	
Outstanding Claims by Natives


	
Schedule 4

	
-

	
Outstanding Proceedings


	
Schedule 5

	
-

	
Material Contracts









 




  





  











  






 


PURCHASE AGREEMENT


 


THIS AGREEMENT is made as of May 3, 2013


 


AMONG:


 


RIMROCK GOLD CORP., a corporation existing under the laws of the State of Nevada (“Rimrock”)







— and —


 


GEOLOGIX EXPLORATIONS INC., a corporation existing under the laws of the Province of British Columbia (“Geologix Canada”)


 


— and —


 


GEOLOGIX (U.S.) INC., a corporation existing under the laws of the State of Nevada (“Geologix USA” and, together with Geologix Canada, “Geologix”)


 


RECITALS:


 



	
(I)  

	
WHEREAS, Geologix is the recorded and beneficial holder of a one-hundred percent (100%) undivided right, title and interest, subject only to the Royalties (as defined herein),  in and to the Geologix Claims (as defined herein) and the Pescio Lease (as defined herein) and together the Geologix Claims and Pescio Claims (as defined herein) comprise 552 unpatented mining claims located on the Silver Cloud gold-silver property located in northern Nevada within the Northern Nevada Rift near the Juncture with the Carlin Trend and adjacent to the Hollister low-sulfidation, bonanza epithermal gold deposit of Great Basin Gold, as described in Schedule “1” – Geologix Mining Claims and identified in the map attached hereto as Schedule “2” – Mining Claims Map (collectively herein called the “Mining Claims”); and







 



	
(II)  

	
WHEREAS, the Parties have executed a term sheet dated as of March 20, 2013, providing the general commercial terms and conditions for the transaction contemplated herein (the “Term Sheet”); and







 



	
(III)  

	
WHEREAS, Geologix has agreed to transfer and Rimrock has agreed to purchase the one-hundred percent (100%) undivided right, title and interest in and to the Geologix Claims and the Pescio Lease, free and clear of all encumbrances, other than the Royalties, on the terms and conditions set out herein (the “Acquisition”).







 


NOW THEREFORE, in consideration of the respective covenants and agreements contained in this purchase agreement (the “Agreement”), and for other good and valuable consideration, the Parties hereto agree with each other as follows:


 




  





1











  






 


ARTICLE 1                      


DEFINITIONS AND PRINCIPLES OF INTERPRETATION


 


Section 1.1 Definitions


 


Whenever used in this Agreement, the following words and terms have the meanings set out below:


 


“Acquisition” has the meaning ascribed thereto in Recital “I” of this Agreement.


 


“Affiliate” of any Person means, at the time such determination is being made, any other Person who has control or who is controlled by or under common control with such first Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person through the legal or beneficial ownership of voting securities, the right to appoint directors or management, by contract, voting trust, or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.


 


“Agreement” means this agreement, including all schedules, and all written amendments or restatements as permitted, and references to “Article” or “Section” hereof mean the specified Article or Section of this Agreement.


 


“Business Day” means any day, other than a Saturday or Sunday, on which banks in Toronto, Ontario, Vancouver, British Columbia or Las Vegas, Nevada are open for commercial banking business during normal banking hours.


 


“Closing” has the meaning given to it in Section 4.1(b).


 


“Closing Date” has the meaning given to it in Section 4.1(a).


 


“Confidential Information” means all information, data, knowledge and know-how (including, but not limited to, formulas, patterns, compilations, programs, devices, methods, techniques and processes) that are a source of independent economic value, actual or potential, as a result of not being generally known to, or readily ascertainable by, third parties and which is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, including without limitation all analyses, interpretations, compilations, studies and evaluations of such information, data, knowledge and know-how generated or prepared by or on behalf of either Party.


 


“Effective Date” means the date of this Agreement.


 


“Encumbrance” means any mortgage, deed of trust, pledge, lien, security interest, adverse interest, net profits interest, royalty, overriding royalty interest, other payment out of production, claim, option to acquire or sell, off-take agreement, third party right of first refusal or pre-emptive right, other third person interest or other encumbrance or burden of any nature, whether contingent or absolute, and any agreement to grant any of the foregoing.


 


“Environmental Laws” means Laws aimed at reclamation or restoration of the Property; abatement of pollution; protection of the environment; protection of wildlife, including endangered species; ensuring public safety from environmental hazards; protection of cultural or historic resources; management, storage or control of hazardous materials and substances; releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances as wastes into the environment, including without limitation, ambient air, surface water and groundwater; and all other Laws relating to the manufacturing, processing, distribution, use, treatment, storage, disposal, handling or transport of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes.


 




  





2











  






 


“Environmental Liabilities” means any and all claims, actions, causes of action, damages, losses, liabilities, obligations, penalties, judgments, amounts paid in settlement, assessments, costs, disbursements, or expenses (including, without limitation, attorneys' fees and costs, experts' fees and costs, and consultants' fees and costs) of any kind or of any nature whatsoever that are asserted against either Party, by any person or entity other than the other Party, alleging liability (including, without limitation, liability for studies, testing or investigatory costs, cleanup costs, response costs, removal costs, remediation costs, containment costs, restoration costs, corrective action costs, closure costs, reclamation costs, natural resource damages, property damages, business losses, personal injuries, penalties or fines) arising out of, based on or resulting from (i) the presence, release, threatened release, discharge or emission into the environment of any hazardous materials or substances existing or arising on, beneath or above the Property or emanating or migrating or threatening to emanate or migrate from the Property to off-site properties; (ii) physical disturbance of the environment; or (iii) the violation or alleged violation of any Environmental Laws.


 


“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.


 


“Geologix Claims” means those Mining Claims identified on Schedule “1” as being held by Geologix USA.


 


“Governmental Authority” means any government, regulatory authority, governmental department, agency, commission, bureau, official, minister, court, board, tribunal, dispute settlement panel or body or other law, rule or regulation-making entity: (a) having or purporting to have jurisdiction on behalf of any nation, province, state or other geographic or political subdivision thereof; or (b) exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power.


 


“Indemnified Party” has the meaning given to it in Section 2.6(a).


 


“Indemnifying Party” has the meaning given to it in Section 2.6(a).


 


 “Laws” means applicable laws (including common law), statutes, by-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, treaties, policies, notices, directions, decrees and judicial, arbitral, administrative, ministerial or departmental judgments, awards or requirements of any Governmental Authority.


 


“Material Loss” has the meaning given to it in Section 2.6(a).


 


“Material Contract” means one of the agreements set out on set forth in Schedule “5” hereto.


 


“Mining Claims” has the meaning given to it in the Recital “I” of this Agreement, as duly described in Schedule “1” and identified in the map attached hereto as Schedule “2”.


 


“Notices” has the meaning given to it in Section 7.2.


 




  





3











  






 


“Parties” means Geologix Canada, Geologix USA and Rimrock and their respective successors or permitted assigns and “Party” means any one of them. For the purposes of this Agreement, Geologix shall be treated as one Party notwithstanding that such term means Geologix Canada and Geologix USA.


 


“Pescio Claims” means those Mining Claims identified on Schedule “1” as being held by “Pescio”, which Mining Claims are subject to the Pescio Lease.


 


“Pescio Lease” means that lease and agreement dated as of June 1, 1999 between Geologix USA, as successor to Teck Resources Inc., and Carl Pescio and Janet Pescio in respect of some of the Mining Claims identified on Schedule “1” as being held by “Pescio Claims.


 


“Person” means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, Governmental Authority, and where the context requires any of the foregoing when they are acting as trustee, executor, administrator or other legal representative.


 


“Property” means the applicable area of land (at and below surface) covered by the Mining Claims.


 


“Rimrock Shares” has the meaning given to it in Section 3.2.


 


“Royalties” has the meaning given to it in Recital “I” of this Agreement, as duly described in Schedule “1”.


 


“SEC” means United States Securities and Exchange Commission.


 


“Teck” means Teck Resources Inc. of Vancouver, BC, which is to receive 20% of the Rimrock Shares.


 


“Term” has the meaning given to it in Section 6.1.


 


“Transfer” means directly or indirectly, in total or in part, to sell, grant, assign, create an Encumbrance over, declare oneself a trustee of or a party with the benefit of, arrange for substitute performance by an Affiliate or third party, pledge, sublet, sublease, or otherwise convey, commit or dispose of and the word used as a noun shall have a corresponding meaning.


 


“U.S. Securities Act”) means the United States Securities Act of 1933, as amended.


 


Section 1.2 Certain Rules of Interpretation


 


In this Agreement:


 



	
(a)  

	
Consent. Whenever a provision of this Agreement requires an approval or consent and such approval or consent is not delivered within the applicable time limit, then, unless otherwise specified, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent.







 



	
(b)  

	
Currency. Unless otherwise specified, all references to money amounts are to the lawful currency of Canada.







 




  





4











  






 



	
(c)  

	
Governing Law. This Agreement is a contract made under and shall be governed by and construed in accordance with the laws of the State of Nevada.







 



	
(d)  

	
Headings. Headings of Articles and Sections are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.







 



	
(e)  

	
Including. Where the word “including” or “includes” is used in this Agreement, it means “including (or includes) without limitation”.







 



	
(f)  

	
No Strict Construction. The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.







 



	
(g)  

	
Number and Gender. Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.







 



	
(h)  

	
Severability. If, in any jurisdiction, any provision of this Agreement or its application to any Party or circumstance is restricted, prohibited or unenforceable, such provision shall, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other Parties or circumstances.







 



	
(i)  

	
Statutory references. A reference to a statute includes all regulations made pursuant to such statute and, unless otherwise specified, the provisions of any statute or regulation which amends, supplements or supersedes any such statute or any such regulation.







 



	
(j)  

	
Time. Time is of the essence in the performance of the Parties' respective obligations.







 



	
(k)  

	
Time Periods. Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day.







 


Section 1.3 Knowledge


 


Any reference to the knowledge of any Party shall mean to the best of the knowledge, information and belief of such Party after reviewing all relevant records and making due inquiries regarding the relevant matter of all relevant directors, officers and employees of the Party.


 


Section 1.4 Entire Agreement


 


This Agreement and the agreements and other documents required to be delivered pursuant to this Agreement, constitute the entire agreement between the Parties in connection with the Property and the Mining Claims and set out all the covenants, promises, warranties, representations, conditions, understandings and agreements between the Parties pertaining to the subject matter of this Agreement and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no covenants, promises, warranties, representations, conditions, understandings or other agreements, oral or written, express, implied or collateral between the Parties in connection with the subject matter of this Agreement except as specifically set forth in this Agreement and any document required to be delivered pursuant to this Agreement.


 




  





5











  






 


Section 1.5 Schedules


 


The schedules to this Agreement, as listed below, are an integral part of this Agreement:


 




	
Schedule

	
Description


	
1

	
Geologix Mining Claims


	
2

	
Mining Claims Location Map


	
3

	
Outstanding Claims by Natives


	
4

	
Outstanding Proceedings


	
5

	
Material Contracts









 


ARTICLE 2                      


REPRESENTATIONS, WARRANTIES AND COVENANTS


 


Section 2.1 Capacity


 


Each Party represents and warrants to the other Party the matters set out below and acknowledges the other Party is relying upon all such representations and warranties for the purposes of this Agreement:


 



	
(a)  

	
it is a corporation incorporated, continued or amalgamated under the Laws of the jurisdiction of its incorporation, continuation or amalgamation, as the case may be, and it is duly organized and existing under such Laws and is qualified to do business and is in good standing in all applicable jurisdictions;







 



	
(b)  

	
it has all necessary corporate power, authority and capacity to enter into and perform its obligations under this Agreement, and all corporate and other actions, including obtaining all applicable board, shareholder and regulatory approvals, required to authorize it to enter into and perform its obligations under this Agreement have been properly taken;







 



	
(c)  

	
except as otherwise provided herein, it is not a party to, bound or affected by or subject to any agreement, instrument, charter or by-law provision or Law that would be violated, contravened or breached by entering into or performing under this Agreement; and







 



	
(d)  

	
this Agreement has been duly executed and delivered by it and is valid, binding and enforceable against it in accordance with its terms.







 


Section 2.2 Representations and Warranties of Geologix


 


Geologix hereby represents and warrants to Rimrock the matters set out below and acknowledges that Rimrock is relying upon all such representations and warranties for the purposes of this Agreement:


 



	
(a)  

	
the information set forth in Schedule “1” and Schedule “2” relating to the Mining Claims is true, complete and correct, and accurately depicts and describes the information therein, including geographic location, Mining Claims identification, registered holder, approximate area covered, date granted (as applicable) and date of expiry (as applicable);







 




  





6











  






 



	
(b)  

	
except as otherwise provided herein, with respect to the Geologix Claims in which Geologix holds an interest under a mining claim, exploration licence or similar right, unless otherwise indicated in this Agreement, such Mining Claims are currently registered and recorded in the name of Geologix USA as to a 100% undivided legal and beneficial interest, free and clear of all Encumbrances other than the Royalties and such Mining Claims, exploration licences or similar rights are valid and in good standing and, as of the Effective Date, Geologix has paid all maintenance fees and has carried out all obligations required to maintain such Mining Claims in good standing in the State of Nevada;







 



	
(c)  

	
Geologix has complete authority to deal with the Geologix Claims and Pescio Lease has obtained all necessary third party consents required for performance of its obligations under this Agreement, and, other than the Royalties and Material Contracts, there are no other agreements affecting title or Geologix’s rights to the Mining Claims or material to Geologix's interest therein or which may be an Encumbrance on such title or interest;







 



	
(d)  

	
all of the Mining Claims have been, to Geologix’s knowledge, validly and properly located, applied for, marked out and recorded in accordance with the Laws of the jurisdiction in which the included Property is located and there are no disputes, threatened or now existing as to title to or applying for or recording of the Mining Claims or the included Property;







 



	
(e)  

	
all municipal, county, state and federal taxes and levies of any kind whatsoever in respect of the ownership and use of all of the Mining Claims and the Property which were due and payable by Geologix as of the Effective Date or prior to such date have been paid and satisfied as of such date;







 



	
(f)  

	
Geologix has not been notified of any proposal to revoke, suspend or modify any authorisation under any Environmental Laws relating specifically to the Mining Claims or the Property;







 



	
(g)  

	
other than as disclosed in Schedule “3”, there are no actions, suits, proceedings, or claims for native title under any legislation concerning or potentially affecting the whole or any part of the Mining Claims or the Property pending or threatened in any court or tribunal of which it is aware;







 



	
(h)  

	
other than as disclosed in Schedule “4”, Geologix and its Affiliates are not engaged in any litigation or arbitration proceedings in respect of the Mining Claims and the Property or any part thereof or arising out of claims for personal injuries or property damage of a material nature relating thereto;







 



	
(i)  

	
Geologix has no notice of any caveats, objections or complaints affecting the Property or the Mining Claims and is not aware of any circumstances currently in existence which can give rise to such a caveat, objection or complaints;







 



	
(j)  

	
there are no arrangements or agreements with Geologix, and there are no agreements or agreement entered into by any previous owner of the Mining Claims and Properties, granting third party rights which would prevent Geologix from acting in the manner contemplated by this Agreement;







 




  





7











  






 



	
(k)  

	
there have been no past violations by Geologix or, to the best of Geologix’s knowledge, by any of its predecessors in title of any Environmental Laws affecting or pertaining to the Mining Claims or the Property, nor any past creation of damage or threatened damage to the air, soil, surface waters, groundwater, flora, fauna, or other natural resources on, about or in the general vicinity of the Property and Geologix has not received inquiry from or notice of a pending investigation from any governmental agency or of any administrative or judicial proceeding concerning the violation of any such Environmental Laws;







 



	
(l)  

	
other than the Material Contracts set forth in Schedule “5” hereto, there are no agreements to which Geologix is a party, or by which it is bound, concerning the Mining Claims or Property and, for the purposes of this subparagraph, any contract or agreement pursuant to which Geologix will, or may reasonably be expected to, result in a requirement to expend more than an aggregate of $50,000 or receive or be entitled to receive revenue of more than $50,000 in either case in the next 12 months, or is out of the ordinary course of business of Geologix, shall be considered to be material;







 



	
(m)  

	
as of the Effective Date, there was no contract, option or any other right of another person binding upon, or which at any time may become binding upon, Geologix to transfer or grant or create an Encumbrance upon, or which may create an Encumbrance upon any material portion of the Mining Claims or Property other than the Royalties,;







 



	
(n)  

	
any and all of the agreements and other documents and instruments pursuant to which Geologix holds title to the Mining Claims (including any interest in, or right to earn an interest in, the Mining Claims) and each of the Material Contracts are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with terms thereof and contain full and true disclosure with respect to the nature, monetary value and scope of such agreements, documents and instruments; and







 



	
(o)  

	
any and all operations of Geologix on or in respect of the Mining Claims and Property have been conducted in accordance with good industry practices and in material compliance with applicable laws, rules, regulations, orders and directions of governmental and other competent authorities except where such conduct would not have a material adverse effect.







 


Section 2.3 Representations and Warranties of Rimrock


 


Rimrock hereby represents and warrants to Geologix the matters set out below and acknowledges that Geologix is relying upon all such representations and warranties for the purposes of this Agreement:


 



	
(a)  

	
Rimrock’s common stock is registered with the SEC pursuant to the provisions of Section 12(g) of the Exchange Act;







 



	
(b)  

	
Rimrock has filed with the SEC all documents required to have been filed pursuant to the U.S. Securities Act and the Exchange Act and is not, and will not be, for two years after the Effective Date in default of any requirement of such legislation or the rules and regulations made thereunder;







 




  





8











  






 



	
(c)  

	
except as disclosed in each report, schedule, registration statement and proxy statement filed by Rimrock with the SEC since its incorporation (as such documents have since the time of their filing been amended, the “SEC Documents”), the SEC Documents complied, as of their respective dates, in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to the SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;







 



	
(d)  

	
no event since the date of the last SEC Document has occurred that would require Rimrock to file a current report on Form 8-K other than the execution of this Agreement;







 



	
(e)  

	
the Chief Executive Officer and Chief Financial Officer of Rimrock have made all certifications (without qualification or exceptions to the matters certified) required by, and would be able to make such certifications (without qualification or exception to the matters certified) as of the date hereof as if required to be made as of such dates pursuant to, the United States Sarbanes-Oxley Act of 2002, as amended, and related rules and regulations promulgated by the SEC, and the statements contained in such certifications are complete and correct and Rimrock has not received notice from any governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications;







 



	
(f)  

	
quotations for Rimrock’s common stock are currently entered on the OTCQB, and Rimrock is in substantial compliance with all applicable listing and quotation standards, if any, of OTCQB;







 



	
(g)  

	
Rimrock will use commercially reasonably efforts to cause its transfer agent to promptly remove any restrictive share transfer legends imposed under the U.S. Securities Act should Geologix wish to sell any of the Rimrock Shares and has provided Rimrock and its transfer agent with such documentation as they may reasonably require to ensure that such sale is in compliance with the U.S. Securities Act;







 



	
(h)  

	
the Rimrock Shares will be duly authorized and validly allotted and issued as fully paid and non-assessable upon their delivery to Geologix;







 



	
(i)  

	
every consent, approval, authorization, order and agreement required for the issuance of the Rimrock Shares and the delivery to Geologix of the certificate or certificates representing such shares will have been obtained and will be in effect upon their delivery to Geologix ;







 



	
(j)  

	
should Rimrock file with the SEC, before the first anniversary of the Closing Date, a registration statement under the U.S. Securities Act to register its shares of common stock for distribution or resale in the United States, Geologix and Teck shall be entitled to have the Rimrock Shares registered as part of such registration, subject to the discretion of underwriters to reduce the size of the registration or offering in respect of the Rimrock Shares;







 




  





9











  






 



	
(k)  

	
until the second anniversary of the Effective Date, Rimrock will, (i) file, on a timely basis, all reports and other filings required to be made by Rimrock under the Exchange Act and the rules and regulations thereunder, and (ii) not terminate the registration of its common stock under Section 12(g) of the Exchange Act; and







 



	
(l)  

	
as at and from the Closing Date, Rimrock shall be bound by, comply with and subject to the terms of the Pescio Lease as if it were a party thereto.







 


Section 2.4 Disclosures


 



	
(a)  

	
Geologix has disclosed to Rimrock all information it believes to be relevant concerning the Mining Claims and the Property and has provided to or made available for inspection by Rimrock all such information.







 



	
(b)  

	
Rimrock has disclosed to Geologix all information it believes to be relevant concerning itself and the Rimrock Shares and has provided to or made available for inspection by all such information.







 



	
(c)  

	
Each Party represents to the other that in negotiating and entering into this Agreement it has relied solely on its own appraisals and estimates as to the value of the Rimrock Shares, the Mining Claims and the Property and upon its own geologic and engineering interpretations related thereto.







 


Section 2.5 Survival of Representations and Warranties


 


Representations and warranties shall survive the execution and delivery of this Agreement for a period of twelve (12) months from the last payment made by Rimrock under this Agreement.


 


Section 2.6 Indemnities


 



	
(a)  

	
Each of Geologix and Rimrock shall indemnify the other Party, its officers, directors, agents, employees and its Affiliates (collectively, the “Indemnified Party”) from and against any Material Loss. A “Material Loss” shall mean all costs, expenses, losses, claims, demands, damages or liabilities, of any nature or kind including attorneys' fees and other costs of litigation (either threatened or pending) arising out of or based on a breach by a Party (“Indemnifying Party”), including the breach of representation, warranty or covenant contained in this Agreement and any and all actions, suits, proceedings, claims, legal and other expenses related or incidental thereto.







 



	
(b)  

	
The Indemnifying Party shall indemnify the Indemnified Party from and against all claims, actions, liabilities, damages, costs and expenses, including but not limited to any Environmental Liabilities:







 



	
(i)  

	
resulting from any breach of any covenant or agreement made by the Indemnifying Party in this Agreement;







 




  





10











  






 



	
(ii)  

	
resulting from the performance or failure of performance of any obligations, agreements, conditions and commitments of the Indemnifying Party under this Agreement; or







 



	
(iii)  

	
determined to be existing or incurred on the Property or in connection with the Mining Claims prior to the Effective Date and to be a direct result of omissions, activities or operations of Geologix or any other entity under Geologix’s responsibility.







 



	
(c)  

	
If any claim or demand is asserted against an Indemnified Party in respect of which such Indemnified Party may be entitled to indemnification under this Agreement, written notice of such claim or demand shall promptly be given to the Indemnifying Party. The Indemnifying Party shall have the right, but not the obligation, by notifying the Indemnified Party within twenty (20) Business Days after its receipt of the notice of the claim or demand, to assume the entire control of (subject to the right of the Indemnified Party to participate, at the Indemnified Party's expense and with counsel of the Indemnified Party's choice) the defence, compromise or settlement of the matter. Any damages to the assets or business of the Indemnified Party caused by a failure by the Indemnifying Party to defend, compromise, or settle a claim or demand in a reasonable and expeditious manner, after the Indemnified Party has given notice of such claim, shall be included in the damages for which the Indemnifying Party shall be obligated to indemnify the Indemnified Party.







 



	
(d)  

	
Any settlement or compromise of a matter by the Indemnifying Party shall include a full release of claims against the Indemnified Party that have arisen out of the claim or demand for which indemnification is sought.







 


ARTICLE 3


SCOPE OF ACQUISITION


 


Section 3.1 Acquisition







Subject to the terms and conditions set forth in this Agreement, Geologix hereby agrees to sell to Rimrock, and Rimrock agrees to purchase from Geologix, a one-hundred percent (100%) undivided right, title and interest in and to the Geologix Claims and Pescio Lease, subject to the Royalties, free and clear of all Encumbrances.







Section 3.2 Payment for the Mining Claims and Issuance of Rimrock Shares


 


The consideration payable by Rimrock to Geologix for the Mining Claims shall be five-hundred thousand (500,000) shares of common stock of Rimrock (the “Rimrock Shares”), of which Geologix is required to assign one hundred thousand (100,000) Rimrock Shares to Teck Resources Inc. at Closing. For the avoidance of doubt, the Rimrock Shares shall be issued by Rimrock to Geologix (400,000 Rimrock Shares) and Teck (100,000 Rimrock Shares) as at the Closing Date but the certificates representing the Rimrock Shares shall not be delivered to Geologix until promptly after the website of the Elko County Recorder at http://records.elkocountynv.net:1401/cgi-bin/diw200 and any other appropriate mining recorder in Nevada shows Rimrock as being the registered owner of the Geologix Claims and the Pescio Lease, free and clear of all encumbrances, other than the Royalties.


 




  





11











  






 


Section 3.3 Transfer of Title and Assumption of Obligations


 


At the Closing, Geologix shall deliver to Rimrock the necessary instruments of transfer, duly executed in registrable form, and other documents to transfer title to the Geologix Claims and Pescio Lease to Rimrock, free and clear of all Encumbrances other than the Royalties and Rimrock shall forthwith register such instruments at the Registry maintained by the Elko County Recorder for the State of Nevada.


 


At the Closing, Rimrock shall deliver to Geologix duly executed instruments whereby Rimrock assumes all obligations and responsibilities with respect to the Material Contracts, including the Pescio Lease and Royalties, and indemnify Geologix for any failure with respect thereto.


 


Section 3.4 Operator


 


On the Closing Date, Rimrock shall become the operator on the Mining Claims and shall remain the operator until this Agreement is terminated pursuant to the provisions set forth herein.


 


Section 3.5 Endorsement and Securities Law Representation


 


Geologix acknowledges that the securities they will be receiving are “restricted securities” under applicable United States Federal and State securities laws and will be subject to restrictions on transfer subject to these laws.


 


Section 3.6 Standstill


 


Geologix undertakes not to sell, transfer, negotiate or enter into any agreement to sell or announce an intention to sell or transfer two-hundred thousand (200,000) of the Rimrock Shares for a period of six (6) months from their date of issuance and the remaining two-hundred thousand (200,000) Rimrock Shares for a period of twelve (12) months from their date of issuance.


 


Section 3.7 Termination of Rights


 



	
(a)  

	
This Agreement shall automatically terminate, without any further act by any Party, if:







 


(i) Failure to Transfer the Geologix Claims and Pescio Lease. Geologix fails to deliver at the Closing the appropriate duly executed transfers of the Geologix Claims and Pescio Lease representing good right, title and interest, free and clear of all Encumbrances other than the Royalties and without any material payments or penalties to be paid to the State of Nevada; or


 


(ii) Misrepresentation. Geologix or Rimrock makes a misrepresentation in any representation or warranty contained in this Agreement that would have a material adverse effect on the Mining Claims or the Rimrock Shares, respectively.


 



	
(b)  

	
On termination of the Acquisition in accordance with Section 3.7(a):







 


(i) Equipment and Supplies. All plant, machinery, equipment and supplies owned by Rimrock and brought and placed upon the Property shall remain the exclusive property of Rimrock; and


 


(ii) Data. Rimrock shall forthwith return and deliver, as the case may be, to Geologix, within forty (40) Business Days of termination of this Agreement, all data and factual information, maps, reports, results of surveys and drilling, and all other reports of information provided by Geologix in accordance with this Agreement, as well as all data, assay plans, diamond drill records, information, maps, and other pertinent exploration reports and analysis generated by Rimrock through its exploration activities on the Property during the term of this Agreement.


 




  





12











  






 


Section 3.8 Drop Mining Claims


 


If at any time Rimrock decides to drop the Geologix Claims or Pescio Lease, such Mining Claims and Pescio Lease will be first offered to Geologix before being dropped, and if Geologix elects by notice in writing to Rimrock within ten (10) Business Days thereof not to re-acquire any of such Mining Claims or the Pescio Lease at its expense (failure to advise being deemed to be an election not to acquire the Mining Claims or the Pescio Lease), Rimrock shall have no further obligations pursuant to this Agreement.


 


Section 3.9 Sale of Mining Claims and Right of First Offer on Mining Claims


 


If at any time before the one (1) year anniversary of the Closing Date, Geologix shall, acting reasonably and not in bad faith and subject to its right of first offer set out below, provide written consent to the sale by Rimrock of the Mining Claims to an arms-length third party. For the avoidance of doubt, the approval by Geologix is required only for the sale of the Mining Claims by Rimrock for the first year following the Execution Date.


 


Rimrock hereby grants to Geologix the right of first offer to purchase all or part of the Geologix Claims or the Pescio Lease for the first two (2) years after the Closing Date. If Rimrock intends to sell, option, lease or otherwise dispose of any of the Geologix Claims or the Pescio Lease, it shall first advise Geologix of the proposed terms of disposition and Geologix shall have the right to elect within ten (10) Business Days of receipt of such notice from Rimrock whether to acquire such Mining Claims or the Pescio Lease (a failure to notify Rimrock of its election shall be deemed to be an election not to acquire such Mining Claims or the Pescio Lease). If Geologix elects or is deemed to have elected not to acquire such Mining Claims or the Pescio Lease, Rimrock may dispose of such Mining Claims and the Pescio Lease on the same terms within the next six (6) months and, if it fails to do so, such Mining Claims and the Pescio Lease shall once again become subject to the right of first offer.


 


Section 3.10 Right to First Offer on Rimrock Shares


 


For as long as Rimrock is the owner of the Mining Claims, Rimrock or any subsidiary or affiliate thereof will have the right of first offer to purchase from Geologix any Rimrock Shares owned by Geologix. The right of first offer must be exercised by Rimrock within ten (10) Business Days following notification from Geologix that it intends to sell Rimrock Shares. If such right of first offer is not exercised by Rimrock then Geologix shall be entitled to sell the Rimrock Shares.


 


Section 3.11 Additional Consideration on Delineation of Gold Reserves


 


Following the Closing Date, if Rimrock proves that there is more than two million (2,000,000) ounces of gold (proven and probable) on the Mining Claims then Rimrock will issue a further two hundred and fifty thousand (250,000) Rimrock Shares to Geologix.


 




  





13











  






 


If Rimrock transfers or sells the Mining Claims after establishing proven and probable reserves of gold in the Mining Claims, it will issue additional Rimrock Shares to Geologix based upon the amount of proven and probable ounces of gold contained in the Mining Claims at the time of such sale as follows:


 



	
Proven and Probable Ounces of Gold

	
Rimrock Shares


	
0 – 500,000

	
100,000


	
500,000 – 1,000,000

	
150,000


	
1,000,000 – 1,999,999

	
250,000







 


Geologix will not be entitled to more than two-hundred and fifty thousand (250,000) Rimrock Shares based upon the amount of proven and probable ounces of gold contained in the Mining Claims.


 


ARTICLE 4 


CLOSING


 


Section 4.1 General


 



	
(a)  

	
The Closing of this Agreement shall take place at the offices of Heenan Blaikie LLP, 200 Bay Street, Suite 2900, Toronto, Ontario, Canada, on May 1, 2013, or at such other time and place and on such other day as shall be mutually agreed upon in writing by the Parties hereto and shall be effective as of 11:59 p.m. on the date on which the Closing occurs (the "Closing Date").







 



	
(b)  

	
As used in this Agreement, the "Closing" shall mean the events by which Geologix consummates the transfer of the Geologix Claims and Pescio Lease against delivery of the documents provided in Section 4.2 below and the payments by Rimrock provided in Sections 3.2(a) to be received on or before the Closing Date.







 


Section 4.2 Conditions to Closing


 


The obligation of the Parties to consummate the transactions provided for by this Agreement is subject to the satisfaction of each of the following conditions, any of which can be waived by the Party for whose benefit such condition was included:


 



	
(a)  

	
Accuracy of Representations and Warranties.  The representations and warranties of Geologix and Rimrock made in this Agreement shall be true and correct in all material respects both on the Effective Date and as of the Closing Date as though made at such time;







 



	
(b)  

	
Covenants; Performance.  Rimrock shall have performed and complied in all material respects with all covenants and agreements required to be performed or complied with by it at or prior to the Closing Date, and Geologix shall simultaneously at the Closing effect, or cause to be effected, the grant of rights contemplated hereby;







 



	
(c)  

	
No Proceeding or Litigation.  No litigation, action, suit, investigation, claim or proceeding challenging the legality of, or seeking to restrain, prohibit or materially modify, the transactions provided for in this Agreement shall have been instituted by any Governmental Authority in respect of an alleged violation of law or regulation (or, in respect of a litigation, action, suit, investigation, claim or proceeding brought by a private party, no injunction shall have been granted) and not settled or otherwise terminated;







 




  





14











  






 



	
(d)  

	
No order or Regulation. No order or regulation shall have been enacted by any Governmental Authority that makes the transactions contemplated by this Agreement illegal;







 



	
(e)  

	
Title to the Mining Claims. Geologix must have provided Rimrock with, and duly executed, all documents of transfer, deeds, general conveyance documents, bills of sale, discharge documents, releases, quit claims or other instruments in respect of the assignment, conveyance, transfer and delivery of the Geologix Claims and Pescio Lease to Rimrock;







 



	
(f)  

	
No Material Adverse Change. No material adverse change to the Mining Claims, Pescio Lease and Property shall have occurred;







 



	
(g)  

	
Consents and Approvals. The Parties shall have received all necessary consents, approvals, exemptions and authorizations of governmental bodies, lenders, lessors, securities regulators and other third parties;







 



	
(h)  

	
Board of Directors Approval. Each of the Parties shall have obtained the written approval of its respective Board of Directors;







 



	
(i)  

	
Documents. Delivery of customary certificates, including that: (a) title to the Geologix Claims and Pescio Lease are being transferred from Geologix to Rimrock free and clear of all Encumbrances and that the Mining Claims are in good standing (in Geologix’s certificate only); (b) both Parties are authorized to enter into this Agreement and are in good standing in the jurisdiction in which they are incorporated; and (c) all of the representations and warranties remain true and conditions to Closing have been met, and other usual closing documentation as required;







 



	
(j)  

	
Data. Geologix shall deliver to Rimrock all data and factual information, maps, reports, results of surveys and drilling, and all other reports of information, as well as all data, assay plans, diamond drill records, information, maps, and other pertinent exploration reports and analysis in Geologix’s possession related to the Mining Claims and the Property; and







 



	
(k)  

	
General. The Parties have duly complied with all the terms, covenants and conditions of this Agreement on its part to be complied with up to the Closing Date.







 


ARTICLE 5 


CONFIDENTIALITY


 


Section 5.1 Confidential Information


 


Except as provided in Section 5.2 and Section 5.3, or with the prior written consent of the other Party, each Party shall keep confidential and not disclose to any third party or the public any Confidential Information.


 




  





15











  






 


Section 5.2 Permitted Disclosure of Confidential Business Information


 


Either Party may disclose Confidential Information:


 



	
(a)  

	
to a Party's officers, directors, partners, members, employees, Affiliates, agents, attorneys, accountants, consultants, contractors, subcontractors or advisors, for the sole purpose of such Party's performance of its obligations under this Agreement;







 



	
(b)  

	
to any party to whom the disclosing Party contemplates a Transfer of all or any part of its interests in this Agreement and the Mining Claims, for the sole purpose of evaluating the proposed Transfer;







 



	
(c)  

	
to any actual or potential lender, underwriter or investor for the sole purpose of evaluating whether to make a loan to or investment in the disclosing Party; or







 



	
(d)  

	
to a third party with whom the disclosing Party contemplates any merger or similar transaction.







 


The Party disclosing Confidential Information pursuant to this Section 5.2, shall disclose such Confidential Information to only those parties who have a bona fide need to have access to such Confidential Information for the purpose for which disclosure to such parties is permitted under this Section 5.2 and who have agreed in writing supplied to, and enforceable by, the other Party to protect the Confidential Information from further disclosure, to use such Confidential Information solely for such purpose and to otherwise be bound by the provisions of this Section 5.2. Such writing shall not preclude Parties described in Section 5.2 from discussing and completing a Transfer with the other Party. The Party disclosing Confidential Information shall be responsible and liable for any use or disclosure of the Confidential Information by such parties in violation of this Agreement and such other writing.


 


Section 5.3 Disclosure Required By Law


 


Notwithstanding anything contained in this Article 5, a Party may disclose any Confidential Information if, in the opinion of the disclosing Party's legal counsel:


 



	
(a)  

	
such disclosure is legally required to be made in a judicial, administrative or governmental proceeding pursuant to a valid subpoena or other applicable order; or







 



	
(b)  

	
such disclosure is legally required to be made pursuant to applicable securities law or the rules or regulations of a stock exchange or similar trading market applicable to the disclosing Party.







 


Prior to any disclosure of Confidential Information under this Section 5.3, the disclosing Party shall give the other Party at least three (3) Business Days prior written notice (unless the Party is obligated to release the Confidential Information on less than three (3) Business Days in order to comply with applicable securities law or stock exchange rules, regulations or policies) and, in making such disclosure, the disclosing Party shall disclose only that portion of Confidential Information required to be disclosed and shall take all reasonable steps to preserve the confidentiality thereof, including, without limitation, obtaining protective orders and supporting the other Party in intervention in any such proceeding.


 




  





16











  






 


The Parties shall not be restricted from releasing resources or reserves within the requirement of the applicable Party's public disclosure reporting jurisdiction.


 


Section 5.4 Public Announcements


 


No Party will make any public statement or give any press release concerning the matters contemplated herein or about the existence of this Agreement without the written consent of the other Party, which consent will not be unreasonably withheld. A Party wishing to make a public announcement shall give the other Parties two (2) Business Days to comment upon and suggest changes to the public announcement unless the Party is obligated to make the public announcement in less than two (2) Business Days in order to comply with applicable securities laws or stock exchange rules, regulations or policies.


 


Section 5.5 Consultation Regarding Disclosure


 


The Party making disclosure under Section 5.3 or Section 5.4 will consult with the other regarding the text of any such statement, release or disclosure and the Parties will use all reasonable efforts, acting expeditiously and in good faith, to agree upon a text that is satisfactory to each of them within three (3) Business Days or such shorter period as contemplated in Section 5.3 or Section 5.4. If the Parties fail to agree upon such text, the Party making the disclosure will make only such public statement or release as its counsel advises in writing is legally required to be made.


 


ARTICLE 6 


TERM


 


Section 6.1 Term


 


This Agreement shall be effective from the Effective Date and until the earlier of the Closing Date or the date this Agreement is terminated according to Section 3.7.


 


ARTICLE 7


GENERAL


 


Section 7.1 Resolution of Disputes


 



	
(a)  

	
all matters in dispute under this Agreement shall be settled by final and binding arbitration with no appeal from the decision of the arbitrators; provided, however, no Party may refer any matter to arbitration without first having given ten (10) days advance written notice to the other Party specifying in detail the matter to be arbitrated, its proposed resolution of such matter and the intention to refer the matter to arbitration (collectively, a “Notice of Intended Arbitration”). After ten (10) days have elapsed from the delivery to the other Party of a Notice of Intended Arbitration without resolution of the matter, the Party who gave such notice may refer the dispute to arbitration pursuant to all the provisions of the Arbitration Rules of the American Arbitration Association (collectively, the “Arbitration Provisions”) by naming an arbitrator and notifying the other Party of the arbitrator appointed by it accompanied by that arbitrator's acceptance of his or her appointment;







 




  





17











  






 



	
(b)  

	
any matter covered by a Notice of Intended Arbitration under this Agreement shall be referred by the Parties to arbitration by a single arbitrator chosen by the Parties. The Parties contemplate the arbitrator appointed will be persons qualified by experience and skill in the area(s) referred to in the Notice of Intended Arbitration. The Parties further contemplate that the arbitrator will determine the matter specified in the Notice of Intended Arbitration, reduce its decision to writing and deliver a copy to the other Party, all within forty-five (45) days of the appointment of the arbitrator, subject to any reasonable delay due to unforeseen circumstances. Notwithstanding the foregoing, if the arbitrator fails to make a decision within sixty (60) days after appointment , then either of the Parties may by notice to the other elect to have a new arbitrator chosen in like manner as if none had previously been selected;







 



	
(c)  

	
proceedings before the arbitrator shall take place in Seattle, Washington, or such other place as the arbitrator may determine;







 



	
(d)  

	
each Party to this Agreement expressly agrees with the other Party that the arbitrator appointed hereunder shall have all the rights and obligations provided for in the Arbitration Provisions and additionally that the arbitrator shall be entitled to finally determine all questions of law, fact and mixed fact and law without reference or appeal to any court;







 



	
(e)  

	
the fees and expenses of the arbitrator (unless otherwise determined by the arbitrator) shall be paid by the Parties equally; and







 



	
(f)  

	
none of the Parties concerned shall be deemed to be in default of any matter being arbitrated until ten (10) days after the decision of the arbitrator is delivered to all of them.







 


Section 7.2 Notices


 


All notices, payments and other required communications (“Notices”) to the Parties shall be in writing, and shall be addressed respectively as follows:


 


in the case of Rimrock at:


 


c/o Rimrock Gold Corp.


3651 Lindell Road


Suite D155


Las Vegas, Nevada


United States, 89103







Attention: Jordan Starkman


E-mail: jordan@rimrockgold.com


 


in the case of Geologix at:


 


625 Howe Street, Suite 1400


Vancouver, BC  V6C 2T6


Canada







Attention: Dunham Craig


Fax No.: 604-694-1744


Email: dcraig@geologix.ca


 




  





18











  








Any Notice will:


 



	
(a)  

	
if mailed, properly addressed, certified or registered with return receipt requested and postage prepaid, be deemed to have been given and received on receipt;







 



	
(b)  

	
if delivered by hand, be deemed to have been given and received on the day it was delivered to the recipient;







 



	
(c)  

	
if sent by email, be deemed to have been given and received on the Business Day following the confirmation which indicates that the email was successfully received; and







 



	
(d)  

	
if sent by facsimile, be deemed to have been given and received on the Business Day following the day of a transmission report by the machine from which the facsimile was sent which indicates that the facsimile was successfully sent in its entirety to the facsimile number of the recipient .







 


A Party may at any time give to the other Party notice in writing of any change of address of the Party giving such notice and from and after the giving of such notice the address or addresses therein specified will be deemed to be the address of such Party for the purposes of giving notice hereunder.


 


Section 7.3 Waiver


 


The failure of a Party to insist on the strict performance of any provision of this Agreement or to exercise any right, power or remedy upon a breach hereof shall not constitute a waiver of any provision of this Agreement or limit the Party's right thereafter to enforce any provision or exercise any right.


 


Section 7.4 Amendment


 


No amendment, supplement, modification, waiver or termination of this Agreement and, unless otherwise specified, no consent or approval by any Party, shall be binding unless executed in writing by the Party to be bound thereby.


 


Section 7.5 Further Assurances


 


The Parties shall with reasonable diligence do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each Party shall provide such further documents or instruments required by any other Party as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions.


 




  





19











  






 


Section 7.6 Survival of Terms and Conditions


 


The following Sections shall survive the termination of this Agreement for a period of two years to the full extent necessary for their enforcement and the protection of the Party in whose favour they run: Articles 2 and 7.


 


Section 7.7 Entire Agreement


 


This Agreement contains the entire agreement between the Parties with respect to the Mining Claims and the Properties, it supersedes the Term Sheet and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by or among the Parties.


 


Section 7.8 Successors and Assigns


 


This Agreement shall be binding upon and enure to the benefit of the Parties and their respective successors (including any successor by reason of amalgamation of any Party) and permitted assigns.


 


Section 7.9 Expense and Commissions


 


Each Party shall pay its own legal and other costs and expenses incurred in connection with this Agreement and agrees to save harmless each other Party from and against any and all claims whatsoever for any commissions or other remuneration payable or alleged to be payable to anyone acting on its behalf.


 


Section 7.10 Execution and Delivery


 


This Agreement may be executed by the Parties in counterparts and may be delivered by facsimile or electronically and all such counterparts and facsimiles shall together constitute one and the same agreement.


 


Section 7.11 Language


 


The Parties confirm that it is their wish that this Agreement, as well as any other documents relating to this Agreement, including Notices, schedules and authorizations, have been and shall be drawn up in the English language only. Les signataires confirment leur volonté que la présente convention, de même que tous les documents qui s'y rattachent, y compris tout avis, annexe et autorisation, soient rédigés en anglais seulement.


 


Remainder of this page was intentionally left blank.


 




  





20











  











IN WITNESS WHEREOF each of the Parties have duly executed this Agreement.


 




	 	
RIMROCK GOLD CORP.


	 	 	 
	 	
Per:

	 
	 	
Name:

	
Jordan Starkman


	 	
Title:

	
President and CEO


	 	 	 
	 	
GEOLOGIX EXPLORATIONS INC.


	 	 	 
	 	
Per:

	 
	 	
Name:

	
Dunham Craig


	 	
Title:

	
President and CEO


	 	 	 
	 	
GEOLOGIX (U.S.) INC.


	 	 	 
	 	
Per:

	 
	 	
Name:

	
Dunham Craig


	 	
Title:

	
President









 




  





21











  






 




SCHEDULE “1”


GEOLOGIX MINING CLAIMS









	
Geologix (U.S.) Inc. - Silver Cloud Project, Elko County, Nevada


	  	  	  	  	  	  
	
Claim Holder

	
Claim Name

	
NMC #

	
Claim Holder

	
Claim Name

	
NMC #


	
Geologix (U.S.) Inc.

	
FYR 194

	
932332

	
Carl Pescio

	
ISC 142

	
792899


	
Geologix (U.S.) Inc.

	
FYR 199

	
932333

	
Carl Pescio

	
ISC 143

	
792900


	
Geologix (U.S.) Inc.

	
FYR 200

	
932334

	
Carl Pescio

	
ISC 144

	
792901


	
Geologix (U.S.) Inc.

	
FYR 201

	
932335

	
Carl Pescio

	
ISC 145

	
792902


	
Geologix (U.S.) Inc.

	
Stratus 1

	
932336

	
Carl Pescio

	
ISC 146

	
792903


	
Geologix (U.S.) Inc.

	
Stratus 2

	
932337

	
Carl Pescio

	
ISC 149

	
792906


	
Geologix (U.S.) Inc.

	
Stratus 3

	
932338

	
Carl Pescio

	
ISC 150

	
792907


	
Geologix (U.S.) Inc.

	
Stratus 4

	
932339

	
Carl Pescio

	
ISC 151

	
792908


	
Carl Pescio

	
ISC 101

	
792858

	
Carl Pescio

	
ISC 152

	
792909


	
Carl Pescio

	
ISC 102

	
792859

	
Carl Pescio

	
ISC 153

	
792910


	
Carl Pescio

	
ISC 103

	
792860

	
Carl Pescio

	
ISC 154

	
792911


	
Carl Pescio

	
ISC 104

	
792861

	
Carl Pescio

	
ISC 155

	
792912


	
Carl Pescio

	
ISC 105

	
792862

	
Carl Pescio

	
ISC 156

	
792913


	
Carl Pescio

	
ISC 106

	
792863

	
Carl Pescio

	
ISC 161

	
792918


	
Carl Pescio

	
ISC 107

	
792864

	
Carl Pescio

	
ISC 162

	
792919


	
Carl Pescio

	
ISC 108

	
792865

	
Carl Pescio

	
ISC 163

	
792920


	
Carl Pescio

	
ISC 109

	
792866

	
Carl Pescio

	
ISC 164

	
792921


	
Carl Pescio

	
ISC 110

	
792867

	
Carl Pescio

	
ISC 165

	
792922


	
Carl Pescio

	
ISC 112

	
792869

	
Carl Pescio

	
ISC 166

	
792923


	
Carl Pescio

	
ISC 113

	
792870

	
Carl Pescio

	
ISC 174

	
792931


	
Carl Pescio

	
ISC 114

	
792871

	
Carl Pescio

	
ISC 176

	
792933


	
Carl Pescio

	
ISC 115

	
792872

	
Carl Pescio

	
ISC 181

	
792938


	
Carl Pescio

	
ISC 116

	
792873

	
Carl Pescio

	
ISC 182

	
792939


	
Carl Pescio

	
ISC 117

	
792874

	
Carl Pescio

	
ISC 183

	
792940


	
Carl Pescio

	
ISC 118

	
792875

	
Carl Pescio

	
ISC 184

	
792941


	
Carl Pescio

	
ISC 119

	
792876

	
Carl Pescio

	
ISC 189

	
792946


	
Carl Pescio

	
ISC 120

	
792877

	
Carl Pescio

	
ISC 190

	
792947


	
Carl Pescio

	
ISC 121

	
792878

	
Carl Pescio

	
ISC 191

	
792948


	
Carl Pescio

	
ISC 122

	
792879

	
Carl Pescio

	
ISC 192

	
792949


	
Carl Pescio

	
ISC 123

	
792880

	
Carl Pescio

	
ISC 193

	
792950


	
Carl Pescio

	
ISC 124

	
792881

	
Carl Pescio

	
ISC 194

	
792951


	
Carl Pescio

	
ISC 125

	
792882

	
Carl Pescio

	
ISC 195

	
792952


	
Carl Pescio

	
ISC 126

	
792883

	
Carl Pescio

	
ISC 196

	
792953


	
Carl Pescio

	
ISC 127

	
792884

	
Carl Pescio

	
ISC 197

	
792954


	
Carl Pescio

	
ISC 128

	
792885

	
Carl Pescio

	
ISC 198

	
792955


	
Carl Pescio

	
ISC 130

	
792887

	
Carl Pescio

	
ISC 199

	
792956


	
Carl Pescio

	
ISC 132

	
792889

	
Carl Pescio

	
ISC 200

	
792957


	
Carl Pescio

	
ISC 134

	
792891

	
Carl Pescio

	
ISC 201

	
792958


	
Carl Pescio

	
ISC 136

	
792893

	
Carl Pescio

	
ISC 202

	
792959


	
Carl Pescio

	
ISC 137

	
792894

	
Carl Pescio

	
ISC 203

	
792960


	
Carl Pescio

	
ISC 138

	
792895

	
Carl Pescio

	
ISC 204

	
792961


	
Carl Pescio

	
ISC 139

	
792896

	
Carl Pescio

	
ISC 205

	
792962


	
Carl Pescio

	
ISC 140

	
792897

	
Carl Pescio

	
ISC 206

	
792963


	
Carl Pescio

	
ISC 141

	
792898

	
Carl Pescio

	
ISC 208

	
792965







 




  





22











  






 


	
Geologix (U.S.) Inc. - Silver Cloud Project, Elko County, Nevada

	  	  	  
	  	  	  	  	  	  	  
	
Claim Holder

	
Claim Name

	
NMC #

	
Claim Holder

	
Claim Name

	
NMC #

	  
	
Carl Pescio

	
ISC 210

	
792967

	
Carl Pescio

	
Sextone 106

	
819262

	  
	
Carl Pescio

	
ISC 212

	
792969

	
Carl Pescio

	
Sextone 108

	
819263

	  
	
Carl Pescio

	
ISC 221

	
792978

	
Carl Pescio

	
Sextone 110

	
819264

	  
	
Carl Pescio

	
ISC 222

	
792979

	
Carl Pescio

	
Sextone 112

	
819265

	  
	
Carl Pescio

	
ISC 223

	
792980

	
Carl Pescio

	
Sextone 113

	
819266

	  
	
Carl Pescio

	
ISC 224

	
792981

	
Carl Pescio

	
Sextone 114

	
819267

	  
	
Carl Pescio

	
ISC 227

	
792984

	
Carl Pescio

	
Sextone 115

	
819268

	  
	
Carl Pescio

	
ISC 228

	
792985

	
Carl Pescio

	
Sextone 116

	
819269

	  
	
Carl Pescio

	
ISC 229

	
792986

	
Carl Pescio

	
Sextone 117

	
819270

	  
	
Carl Pescio

	
ISC 230

	
792987

	
Carl Pescio

	
Sextone 118

	
819271

	  
	
Carl Pescio

	
ISC 247

	
799847

	
Carl Pescio

	
Sextone 119

	
819272

	  
	
Carl Pescio

	
ISC 248

	
799848

	
Carl Pescio

	
Sextone 120

	
819273

	  
	
Carl Pescio

	
ISC 249

	
799849

	
Carl Pescio

	
Sextone 139

	
819274

	  
	
Carl Pescio

	
ISC 250

	
799850

	
Carl Pescio

	
Sextone 140

	
819275

	  
	
Carl Pescio

	
ISC 251

	
799851

	
Carl Pescio

	
NIMBUS 1

	
820945

	  
	
Carl Pescio

	
ISC 252

	
799852

	
Carl Pescio

	
NIMBUS 2

	
820946

	  
	
Carl Pescio

	
ISC 253

	
799853

	
Carl Pescio

	
NIMBUS 3

	
820947

	  
	
Carl Pescio

	
ISC 254

	
799854

	
Carl Pescio

	
NIMBUS 4

	
820948

	  
	
Carl Pescio

	
ISC 255

	
799855

	
Carl Pescio

	
NIMBUS 5

	
820949

	  
	
Carl Pescio

	
ISC 256

	
799856

	
Carl Pescio

	
NIMBUS 6

	
820950

	  
	
Carl Pescio

	
SS 203

	
819238

	
Carl Pescio

	
NIMBUS 7

	
820951

	  
	
Carl Pescio

	
SS 204

	
819239

	
Carl Pescio

	
NIMBUS 8

	
820952

	  
	
Carl Pescio

	
SS 205

	
819240

	
Carl Pescio

	
NIMBUS 9

	
820953

	  
	
Carl Pescio

	
SS 206

	
819241

	
Carl Pescio

	
NIMBUS 10

	
820954

	  
	
Carl Pescio

	
SS 207

	
819242

	
Carl Pescio

	
NIMBUS 11

	
820955

	  
	
Carl Pescio

	
SS 208

	
819243

	
Carl Pescio

	
NIMBUS 12

	
820956

	  
	
Carl Pescio

	
Sextone 86

	
819244

	
Carl Pescio

	
CIRRUS 1

	
820957

	  
	
Carl Pescio

	
Sextone 87

	
819245

	
Carl Pescio

	
CIRRUS 2

	
820958

	  
	
Carl Pescio

	
Sextone 88

	
819246

	
Carl Pescio

	
CIRRUS 3

	
820959

	  
	
Carl Pescio

	
Sextone 89

	
819247

	
Carl Pescio

	
CIRRUS 4

	
820960

	  
	
Carl Pescio

	
Sextone 90

	
819248

	
Carl Pescio

	
CIRRUS 5

	
820961

	  
	
Carl Pescio

	
Sextone 91

	
819249

	
Carl Pescio

	
CIRRUS 6

	
820962

	  
	
Carl Pescio

	
Sextone 92

	
819250

	
Carl Pescio

	
CIRRUS 7

	
820963

	  
	
Carl Pescio

	
Sextone 93

	
819251

	
Carl Pescio

	
CIRRUS 8

	
820964

	  
	
Carl Pescio

	
Sextone 94

	
819252

	
Carl Pescio

	
CIRRUS 9

	
820965

	  
	
Carl Pescio

	
Sextone 95

	
819253

	
Carl Pescio

	
CIRRUS10

	
820966

	  
	
Carl Pescio

	
Sextone 96

	
819254

	
Carl Pescio

	
CIRRUS 11

	
820967

	  
	
Carl Pescio

	
Sextone 97

	
819255

	
Carl Pescio

	
CIRRUS 12

	
820968

	  
	
Carl Pescio

	
Sextone 98

	
819256

	
Carl Pescio

	
CIRRUS 13

	
820969

	  
	
Carl Pescio

	
Sextone 99

	
819257

	
Carl Pescio

	
CIRRUS 14

	
820970

	  
	
Carl Pescio

	
Sextone 100

	
819258

	
Carl Pescio

	
CIRRUS 15

	
820971

	  
	
Carl Pescio

	
Sextone 101

	
819259

	
Carl Pescio

	
CIRRUS 16

	
820972

	  
	
Carl Pescio

	
Sextone 102

	
819260

	
Carl Pescio

	
CIRRUS 17

	
820973

	  
	
Carl Pescio

	
Sextone 104

	
819261

	
Carl Pescio

	
CIRRUS 18

	
820974

	  



 




  





23











  






 



	
Geologix (U.S.) Inc. - Silver Cloud Project, Elko County, Nevada

	  	  
	  	  	  	  	  	  
	
Claim Holder

	
Claim Name

	
NMC #

	
Claim Holder

	
Claim Name

	
NMC #


	
Carl Pescio

	
CIRRUS 19

	
820975

	
Carl Pescio

	
CIRRUS 63

	
821019


	
Carl Pescio

	
CIRRUS 20

	
820976

	
Carl Pescio

	
CIRRUS 64

	
821020


	
Carl Pescio

	
CIRRUS 21

	
820977

	
Carl Pescio

	
CIRRUS 65

	
821021


	
Carl Pescio

	
CIRRUS 22

	
820978

	
Carl Pescio

	
CIRRUS 66

	
821022


	
Carl Pescio

	
CIRRUS 23

	
820979

	
Carl Pescio

	
CIRRUS 67

	
821023


	
Carl Pescio

	
CIRRUS 24

	
820980

	
Carl Pescio

	
CIRRUS 68

	
821024


	
Carl Pescio

	
CIRRUS 25

	
820981

	
Carl Pescio

	
CIRRUS 69

	
821025


	
Carl Pescio

	
CIRRUS 26

	
820982

	
Carl Pescio

	
CIRRUS 70

	
821026


	
Carl Pescio

	
CIRRUS 27

	
820983

	
Carl Pescio

	
CIRRUS 71

	
821027


	
Carl Pescio

	
CIRRUS 28

	
820984

	
Carl Pescio

	
CIRRUS 72

	
821028


	
Carl Pescio

	
CIRRUS 29

	
820985

	
Carl Pescio

	
CIRRUS 73

	
821029


	
Carl Pescio

	
CIRRUS 30

	
820986

	
Carl Pescio

	
CIRRUS 74

	
821030


	
Carl Pescio

	
CIRRUS 31

	
820987

	
Carl Pescio

	
CIRRUS 75

	
821031


	
Carl Pescio

	
CIRRUS 32

	
820988

	
Carl Pescio

	
CIRRUS 76

	
821032


	
Carl Pescio

	
CIRRUS 33

	
820989

	
Carl Pescio

	
CIRRUS 77

	
821033


	
Carl Pescio

	
CIRRUS 34

	
820990

	
Carl Pescio

	
CIRRUS 78

	
821034


	
Carl Pescio

	
CIRRUS 35

	
820991

	
Carl Pescio

	
CIRRUS 79

	
821035


	
Carl Pescio

	
CIRRUS 36

	
820992

	
Carl Pescio

	
CIRRUS 80

	
821036


	
Carl Pescio

	
CIRRUS 37

	
820993

	
Carl Pescio

	
CIRRUS 81

	
821037


	
Carl Pescio

	
CIRRUS 38

	
820994

	
Carl Pescio

	
CIRRUS 82

	
821038


	
Carl Pescio

	
CIRRUS 39

	
820995

	
Carl Pescio

	
CIRRUS 83

	
821039


	
Carl Pescio

	
CIRRUS 40

	
820996

	
Carl Pescio

	
CIRRUS 84

	
821040


	
Carl Pescio

	
CIRRUS 41

	
820997

	
Carl Pescio

	
CIRRUS 85

	
821041


	
Carl Pescio

	
CIRRUS 42

	
820998

	
Carl Pescio

	
CIRRUS 86

	
821042


	
Carl Pescio

	
CIRRUS 43

	
820999

	
Carl Pescio

	
CIRRUS 87

	
821043


	
Carl Pescio

	
CIRRUS 44

	
821000

	
Carl Pescio

	
CIRRUS 88

	
821044


	
Carl Pescio

	
CIRRUS 45

	
821001

	
Carl Pescio

	
CIRRUS 89

	
821045


	
Carl Pescio

	
CIRRUS 46

	
821002

	
Carl Pescio

	
CIRRUS 90

	
821046


	
Carl Pescio

	
CIRRUS 47

	
821003

	
Carl Pescio

	
CIRRUS 91

	
821047


	
Carl Pescio

	
CIRRUS 48

	
821004

	
Carl Pescio

	
CIRRUS 92

	
821048


	
Carl Pescio

	
CIRRUS 49

	
821005

	
Carl Pescio

	
CIRRUS 93

	
821049


	
Carl Pescio

	
CIRRUS 50

	
821006

	
Carl Pescio

	
CIRRUS 94

	
821050


	
Carl Pescio

	
CIRRUS 51

	
821007

	
Carl Pescio

	
CIRRUS 95

	
821051


	
Carl Pescio

	
CIRRUS 52

	
821008

	
Carl Pescio

	
CIRRUS 96

	
821052


	
Carl Pescio

	
CIRRUS 53

	
821009

	
Carl Pescio

	
CIRRUS 97

	
821053


	
Carl Pescio

	
CIRRUS 54

	
821010

	
Carl Pescio

	
CIRRUS 98

	
821054


	
Carl Pescio

	
CIRRUS 55

	
821011

	
Carl Pescio

	
CIRRUS 99

	
821055


	
Carl Pescio

	
CIRRUS 56

	
821012

	
Carl Pescio

	
CIRRUS 100

	
821056


	
Carl Pescio

	
CIRRUS 57

	
821013

	
Carl Pescio

	
CIRRUS 101

	
821057


	
Carl Pescio

	
CIRRUS 58

	
821014

	
Carl Pescio

	
CIRRUS 102

	
821058


	
Carl Pescio

	
CIRRUS 59

	
821015

	
Carl Pescio

	
CIRRUS 103A

	
821059


	
Carl Pescio

	
CIRRUS 60

	
821016

	
Carl Pescio

	
CIRRUS 103B

	
821060


	
Carl Pescio

	
CIRRUS 61

	
821017

	
Carl Pescio

	
CIRRUS 104

	
821061


	
Carl Pescio

	
CIRRUS 62

	
821018

	
Carl Pescio

	
CIRRUS 105

	
821062







 




  





24











  






 



	
Geologix (U.S.) Inc. - Silver Cloud Project, Elko County, Nevada

	  	  
	  	  	  	  	  	  
	
Claim Holder

	
Claim Name

	
NMC #

	
Claim Holder

	
Claim Name

	
NMC #


	
Carl Pescio

	
CIRRUS 106

	
821063

	
Carl Pescio

	
CIRRUS 150

	
821107


	
Carl Pescio

	
CIRRUS 107

	
821064

	
Carl Pescio

	
CIRRUS 151

	
821108


	
Carl Pescio

	
CIRRUS 108

	
821065

	
Carl Pescio

	
CIRRUS 152

	
821109


	
Carl Pescio

	
CIRRUS 109

	
821066

	
Carl Pescio

	
CIRRUS 153

	
821110


	
Carl Pescio

	
CIRRUS 110

	
821067

	
Carl Pescio

	
CIRRUS 154

	
821111


	
Carl Pescio

	
CIRRUS 111

	
821068

	
Carl Pescio

	
ISC 111

	
821112


	
Carl Pescio

	
CIRRUS 112

	
821069

	
Carl Pescio

	
ISC 129

	
821113


	
Carl Pescio

	
CIRRUS 113

	
821070

	
Carl Pescio

	
ISC 131

	
821114


	
Carl Pescio

	
CIRRUS 114

	
821071

	
Carl Pescio

	
ISC 133

	
821115


	
Carl Pescio

	
CIRRUS 115

	
821072

	
Carl Pescio

	
ISC 135

	
821116


	
Carl Pescio

	
CIRRUS 116

	
821073

	
Carl Pescio

	
ISC 147

	
821117


	
Carl Pescio

	
CIRRUS 117

	
821074

	
Carl Pescio

	
ISC 148

	
821118


	
Carl Pescio

	
CIRRUS 118

	
821075

	
Carl Pescio

	
ISC 157

	
821119


	
Carl Pescio

	
CIRRUS 119

	
821076

	
Carl Pescio

	
ISC 158

	
821120


	
Carl Pescio

	
CIRRUS 120

	
821077

	
Carl Pescio

	
ISC 159

	
821121


	
Carl Pescio

	
CIRRUS 121

	
821078

	
Carl Pescio

	
ISC 160

	
821122


	
Carl Pescio

	
CIRRUS 122

	
821079

	
Carl Pescio

	
ISC 167

	
821123


	
Carl Pescio

	
CIRRUS 123

	
821080

	
Carl Pescio

	
ISC 168

	
821124


	
Carl Pescio

	
CIRRUS 124

	
821081

	
Carl Pescio

	
ISC 169

	
821125


	
Carl Pescio

	
CIRRUS 125

	
821082

	
Carl Pescio

	
ISC 170

	
821126


	
Carl Pescio

	
CIRRUS 126

	
821083

	
Carl Pescio

	
ISC 171

	
821127


	
Carl Pescio

	
CIRRUS 127

	
821084

	
Carl Pescio

	
ISC 172

	
821128


	
Carl Pescio

	
CIRRUS 128

	
821085

	
Carl Pescio

	
ISC 173

	
821129


	
Carl Pescio

	
CIRRUS 129

	
821086

	
Carl Pescio

	
ISC 175

	
821130


	
Carl Pescio

	
CIRRUS 130

	
821087

	
Carl Pescio

	
ISC 177

	
821131


	
Carl Pescio

	
CIRRUS 131

	
821088

	
Carl Pescio

	
ISC 178

	
821132


	
Carl Pescio

	
CIRRUS 132

	
821089

	
Carl Pescio

	
ISC 179

	
821133


	
Carl Pescio

	
CIRRUS 133

	
821090

	
Carl Pescio

	
ISC 180

	
821134


	
Carl Pescio

	
CIRRUS 134

	
821091

	
Carl Pescio

	
ISC 185

	
821135


	
Carl Pescio

	
CIRRUS 135

	
821092

	
Carl Pescio

	
ISC 186

	
821136


	
Carl Pescio

	
CIRRUS 136

	
821093

	
Carl Pescio

	
ISC 187

	
821137


	
Carl Pescio

	
CIRRUS 137

	
821094

	
Carl Pescio

	
ISC 188

	
821138


	
Carl Pescio

	
CIRRUS 138

	
821095

	
Carl Pescio

	
ISC 207

	
821139


	
Carl Pescio

	
CIRRUS 139

	
821096

	
Carl Pescio

	
ISC 209

	
821140


	
Carl Pescio

	
CIRRUS 140

	
821097

	
Carl Pescio

	
ISC 211

	
821141


	
Carl Pescio

	
CIRRUS 141

	
821098

	
Carl Pescio

	
ISC 213

	
821142


	
Carl Pescio

	
CIRRUS 142

	
821099

	
Carl Pescio

	
ISC 214

	
821143


	
Carl Pescio

	
CIRRUS 143

	
821100

	
Carl Pescio

	
ISC 215

	
821144


	
Carl Pescio

	
CIRRUS 144

	
821101

	
Carl Pescio

	
ISC 216

	
821145


	
Carl Pescio

	
CIRRUS 145

	
821102

	
Carl Pescio

	
ISC 217

	
821146


	
Carl Pescio

	
CIRRUS 146

	
821103

	
Carl Pescio

	
ISC 218

	
821147


	
Carl Pescio

	
CIRRUS 147

	
821104

	
Carl Pescio

	
ISC 219

	
821148


	
Carl Pescio

	
CIRRUS 148

	
821105

	
Carl Pescio

	
ISC 220

	
821149


	
Carl Pescio

	
CIRRUS 149

	
821106

	
Carl Pescio

	
ISC 225

	
821150







 




  





25











  






 



	
Geologix (U.S.) Inc. - Silver Cloud Project, Elko County, Nevada

	  	  
	  	  	  	  	  	  
	
Claim Holder

	
Claim Name

	
NMC #

	
Claim Holder

	
Claim Name

	
NMC #


	
Carl Pescio

	
ISC 226

	
821151

	
Carl Pescio

	
ISC 280

	
821195


	
Carl Pescio

	
ISC 235

	
821152

	
Carl Pescio

	
ISC 281

	
821196


	
Carl Pescio

	
ISC 236

	
821153

	
Carl Pescio

	
ISC 282

	
821197


	
Carl Pescio

	
ISC 237

	
821154

	
Carl Pescio

	
ISC 283

	
821198


	
Carl Pescio

	
ISC 238

	
821155

	
Carl Pescio

	
ISC 284

	
821199


	
Carl Pescio

	
ISC 239

	
821156

	
Carl Pescio

	
ISC 285

	
821200


	
Carl Pescio

	
ISC 240

	
821157

	
Carl Pescio

	
ISC 286

	
821201


	
Carl Pescio

	
ISC 241

	
821158

	
Carl Pescio

	
ISC 287

	
821202


	
Carl Pescio

	
ISC 242

	
821159

	
Carl Pescio

	
ISC 288

	
821203


	
Carl Pescio

	
ISC 243

	
821160

	
Carl Pescio

	
ISC 289

	
821204


	
Carl Pescio

	
ISC 244

	
821161

	
Carl Pescio

	
ISC 290

	
821205


	
Carl Pescio

	
ISC 245

	
821162

	
Carl Pescio

	
ISC 301

	
821206


	
Carl Pescio

	
ISC 246

	
821163

	
Carl Pescio

	
ISC 302

	
821207


	
Carl Pescio

	
ISC 257

	
821164

	
Carl Pescio

	
ISC 303

	
821208


	
Carl Pescio

	
ISC 258

	
821165

	
Carl Pescio

	
ISC 304

	
821209


	
Carl Pescio

	
ISC 259

	
821166

	
Carl Pescio

	
ISC 305

	
821210


	
Carl Pescio

	
ISC 259B

	
821167

	
Carl Pescio

	
ISC 306

	
821211


	
Carl Pescio

	
ISC 260

	
821168

	
Carl Pescio

	
ISC 307

	
821212


	
Carl Pescio

	
ISC 260B

	
821169

	
Carl Pescio

	
ISC 308

	
821213


	
Carl Pescio

	
ISC 261

	
821170

	
Carl Pescio

	
ISC 309

	
821214


	
Carl Pescio

	
ISC 261B

	
821171

	
Carl Pescio

	
ISC 310

	
821215


	
Carl Pescio

	
ISC 262

	
821172

	
Carl Pescio

	
ISC 311

	
821216


	
Carl Pescio

	
ISC 262B

	
821173

	
Carl Pescio

	
ISC 312

	
821217


	
Carl Pescio

	
ISC 263

	
821174

	
Carl Pescio

	
ISC 327

	
821218


	
Carl Pescio

	
ISC 263B

	
821175

	
Carl Pescio

	
ISC 328

	
821219


	
Carl Pescio

	
ISC 264

	
821176

	
Carl Pescio

	
ISC 329

	
821220


	
Carl Pescio

	
ISC 264B

	
821177

	
Carl Pescio

	
ISC 330

	
821221


	
Carl Pescio

	
ISC 265

	
821178

	
Carl Pescio

	
ISC 331

	
821222


	
Carl Pescio

	
ISC 265B

	
821179

	
Carl Pescio

	
ISC 332

	
821223


	
Carl Pescio

	
ISC 266

	
821180

	
Carl Pescio

	
ISC 333

	
821224


	
Carl Pescio

	
ISC 266B

	
821181

	
Carl Pescio

	
ISC 334

	
821225


	
Carl Pescio

	
ISC 267

	
821182

	
Carl Pescio

	
ISC 335

	
821226


	
Carl Pescio

	
ISC 268

	
821183

	
Carl Pescio

	
ISC 336

	
821227


	
Carl Pescio

	
ISC 269

	
821184

	
Carl Pescio

	
ISC 337

	
821228


	
Carl Pescio

	
ISC 270

	
821185

	
Carl Pescio

	
ISC 338

	
821229


	
Carl Pescio

	
ISC 271

	
821186

	
Carl Pescio

	
ISC 339

	
821230


	
Carl Pescio

	
ISC 272

	
821187

	
Carl Pescio

	
ISC 340

	
821231


	
Carl Pescio

	
ISC 273

	
821188

	
Carl Pescio

	
ISC 341

	
821232


	
Carl Pescio

	
ISC 274

	
821189

	
Carl Pescio

	
ISC 342

	
821233


	
Carl Pescio

	
ISC 275

	
821190

	
Carl Pescio

	
ISC 343

	
821234


	
Carl Pescio

	
ISC 276

	
821191

	
Carl Pescio

	
ISC 344

	
821235


	
Carl Pescio

	
ISC 277

	
821192

	
Carl Pescio

	
NIMBUS 19

	
822011


	
Carl Pescio

	
ISC 278

	
821193

	
Carl Pescio

	
NIMBUS 20

	
822012


	
Carl Pescio

	
ISC 279

	
821194

	
Carl Pescio

	
NIMBUS 21

	
822013







 




  





26











  






 



	
Geologix (U.S.) Inc. - Silver Cloud Project, Elko County, Nevada

	  	  
	  	  	  	  	  	  
	
Claim Holder

	
Claim Name

	
NMC #

	
Claim Holder

	
Claim Name

	
NMC #


	
Carl Pescio

	
NIMBUS 22

	
822014

	
Carl Pescio

	
NIMBUS 64

	
822058


	
Carl Pescio

	
NIMBUS 23

	
822015

	
Carl Pescio

	
NIMBUS 65

	
822059


	
Carl Pescio

	
NIMBUS 24

	
822016

	
Carl Pescio

	
NIMBUS 66

	
822060


	
Carl Pescio

	
NIMBUS 25

	
822017

	
Carl Pescio

	
NIMBUS 67

	
822061


	
Carl Pescio

	
NIMBUS 25A

	
822018

	
Carl Pescio

	
NIMBUS 68

	
822062


	
Carl Pescio

	
NIMBUS 26

	
822019

	
Carl Pescio

	
NIMBUS 69

	
822063


	
Carl Pescio

	
NIMBUS 26A

	
822020

	
Carl Pescio

	
NIMBUS 70

	
822064


	
Carl Pescio

	
NIMBUS 27

	
822021

	
Carl Pescio

	
NIMBUS 71

	
822065


	
Carl Pescio

	
NIMBUS 28

	
822022

	
Carl Pescio

	
NIMBUS 72

	
822066


	
Carl Pescio

	
NIMBUS 29

	
822023

	
Carl Pescio

	
NIMBUS 73

	
822067


	
Carl Pescio

	
NIMBUS 30

	
822024

	
Carl Pescio

	
NIMBUS 74

	
822068


	
Carl Pescio

	
NIMBUS 31

	
822025

	
Carl Pescio

	
NIMBUS 75

	
822069


	
Carl Pescio

	
NIMBUS 32

	
822026

	
Carl Pescio

	
NIMBUS 76

	
822070


	
Carl Pescio

	
NIMBUS 33

	
822027

	
Carl Pescio

	
NIMBUS 77

	
822071


	
Carl Pescio

	
NIMBUS 34

	
822028

	
Carl Pescio

	
NIMBUS 78

	
822072


	
Carl Pescio

	
NIMBUS 35

	
822029

	
Carl Pescio

	
NIMBUS 79

	
822073


	
Carl Pescio

	
NIMBUS 36

	
822030

	
Carl Pescio

	
NIMBUS 80

	
822074


	
Carl Pescio

	
NIMBUS 37

	
822031

	
Carl Pescio

	
NIMBUS 81

	
822075


	
Carl Pescio

	
NIMBUS 38

	
822032

	
Carl Pescio

	
NIMBUS 82

	
822076


	
Carl Pescio

	
NIMBUS 39

	
822033

	
Carl Pescio

	
NIMBUS 83

	
822077


	
Carl Pescio

	
NIMBUS 40

	
822034

	
Carl Pescio

	
NIMBUS 84

	
822078


	
Carl Pescio

	
NIMBUS 41

	
822035

	
Carl Pescio

	
NIMBUS 85

	
822079


	
Carl Pescio

	
NIMBUS 42

	
822036

	
Carl Pescio

	
NIMBUS 86

	
822080


	
Carl Pescio

	
NIMBUS 43

	
822037

	
Carl Pescio

	
NIMBUS 87

	
822081


	
Carl Pescio

	
NIMBUS 44

	
822038

	
Carl Pescio

	
NIMBUS 88

	
822082


	
Carl Pescio

	
NIMBUS 45

	
822039

	
Carl Pescio

	
NIMBUS 89

	
822083


	
Carl Pescio

	
NIMBUS 46

	
822040

	
Carl Pescio

	
NIMBUS 90

	
822084


	
Carl Pescio

	
NIMBUS 47

	
822041

	
Carl Pescio

	
NIMBUS 91

	
822085


	
Carl Pescio

	
NIMBUS 48

	
822042

	
Carl Pescio

	
NIMBUS 92

	
822086


	
Carl Pescio

	
NIMBUS 49

	
822043

	
Carl Pescio

	
NIMBUS 93

	
822087


	
Carl Pescio

	
NIMBUS 50

	
822044

	
Carl Pescio

	
NIMBUS 94

	
822088


	
Carl Pescio

	
NIMBUS 51

	
822045

	
Carl Pescio

	
NIMBUS 95

	
822089


	
Carl Pescio

	
NIMBUS 52

	
822046

	
Carl Pescio

	
NIMBUS 96

	
822090


	
Carl Pescio

	
NIMBUS 53

	
822047

	
Carl Pescio

	
NIMBUS 97

	
822091


	
Carl Pescio

	
NIMBUS 54

	
822048

	
Carl Pescio

	
NIMBUS 98

	
822092


	
Carl Pescio

	
NIMBUS 55

	
822049

	
Carl Pescio

	
NIMBUS 99

	
822093


	
Carl Pescio

	
NIMBUS 56

	
822050

	
Carl Pescio

	
NIMBUS 100

	
822094


	
Carl Pescio

	
NIMBUS 57

	
822051

	
Carl Pescio

	
NIMBUS 101

	
822095


	
Carl Pescio

	
NIMBUS 58

	
822052

	
Carl Pescio

	
NIMBUS 1000

	
822096


	
Carl Pescio

	
NIMBUS 59

	
822053

	
Carl Pescio

	
NIMBUS 1001

	
822097


	
Carl Pescio

	
NIMBUS 60

	
822054

	
Carl Pescio

	
NIMBUS 102

	
823028


	
Carl Pescio

	
NIMBUS 61

	
822055

	
Carl Pescio

	
NIMBUS 103

	
823029


	
Carl Pescio

	
NIMBUS 62

	
822056

	
Carl Pescio

	
NIMBUS 104

	
823030


	
Carl Pescio

	
NIMBUS 63

	
822057

	
Carl Pescio

	
NIMBUS 105

	
823031







 




  





27











  






 



	
Geologix (U.S.) Inc. - Silver Cloud Project, Elko County, Nevada


	  	  	 
	
Claim Holder

	
Claim Name

	
NMC #


	
Carl Pescio

	
NIMBUS 106

	823032
	
Carl Pescio

	
NIMBUS 107

	823033
	
Carl Pescio

	
NIMBUS 108

	823034
	
Carl Pescio

	
NIMBUS 109

	823035
	
Carl Pescio

	
NIMBUS 110

	823036
	
Carl Pescio

	
NIMBUS 111

	823037
	
Carl Pescio

	
NIMBUS 112

	823038
	
Carl Pescio

	
NIMBUS 113

	823039
	
Carl Pescio

	
NIMBUS 114

	823040
	
Carl Pescio

	
NIMBUS 115

	823041
	
Carl Pescio

	
NIMBUS 116

	823042
	
Carl Pescio

	
NIMBUS 117

	823043
	
Carl Pescio

	
NIMBUS 118

	823044
	
Carl Pescio

	
NIMBUS 119

	823045
	
Carl Pescio

	
NIMBUS 120

	823046
	
Carl Pescio

	
NIMBUS 121

	823047
	
Carl Pescio

	
NIMBUS 122

	823048
	
Carl Pescio

	
NIMBUS 123

	823049
	
Carl Pescio

	
NIMBUS 124

	823050
	
Carl Pescio

	
NIMBUS 125

	823051
	
Carl Pescio

	
NIMBUS 126

	823052
	
Carl Pescio

	
NIMBUS 127

	823053
	
Carl Pescio

	
NIMBUS 128

	823054
	
Carl Pescio

	
NIMBUS 129

	823055












Federal & State Royalties: any royalties payable to the State of Nevada or the United States of America.


 


Pescio Royalty: 3% net smelter returns production royalty payable to Carl and Janet Pescio of Nevada on the Pescio Claims pursuant to the Pescio Lease.


 


Royal Gold Royalty: 2% net smelter returns production royalty originally payable to Placer Dome U.S. Inc., until assumed by Barrick Gold Corporation and then acquired by Royal Gold, Inc.


 




  





28











  






 


SCHEDULE “2”


MINING CLAIMS MAP


 





 




  





29











  






 


SCHEDULE “3”


OUTSTANDING CLAIMS BY NATIVES




 


NOT APPLICABLE


 




  





30











  






 


SCHEDULE “4”


 


OUTSTANDING PROCEEDINGS


 



NOT APPLICABLE


 






  





31











  






 


SCHEDULE “5”


 


MATERIAL CONTRACTS


 


Excepting the Pescio Lease and the royalties payable to the Pescios and Royal Gold, Inc., there are no material contracts associated with the Silver Cloud property.


 


 


32