Infrastructure Materials Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1

OPTION AGREEMENT

THIS OPTION AGREEMENT (this “Agreement”) is dated
effective November 24, 2015 (“Effective Date”) 

BETWEEN: 


	GOLD RESOURCE CORPORATION, a Colorado
      corporation (“Optionee”); 




-AND- 


	SILVER RESERVE CORP., a Delaware corporation
      (“SRC” or “Owner”), a wholly-owned subsidiary of
      Infrastructure Materials Corp. (“IFAM”) a Delaware corporation.
  



WHEREAS: 

	A. 	
      SRC holds certain unpatented and patented mining claims
      comprising areas commonly referred to as the “Clay Peters property” and
      the “Copper Chief property” located in Mineral County, Nevada, as more
      particularly described in Schedule A hereto and as further defined
      herein in Article 1 (together referred to herein as the
      “Property”); and

	 	 
	B. 	
      SRC has agreed to extend to Optionee an option to
      purchase SRC’s rights, title and interest in and to the Property as herein
      provided.



NOW THEREFORE, for good and valuable consideration, the receipt
and sufficiency whereof is hereby acknowledged by the parties, the parties agree
as follows: 

ARTICLE 1 
DEFINITIONS 

	1.1 	
      For the purposes of this Agreement, in addition to the
      terms defined elsewhere in this Agreement, the following words and phrases
      shall have the following meanings:



“Acquired Interest” has the
meaning ascribed thereto in Article 10; 

“Acquiring Party” has the
meaning ascribed thereto in Article 10; 

“Affiliate” means any person
(including an individual), partnership, joint venture, corporation, or other
form of enterprise which directly controls, is controlled by or is under common
control with a party to this Agreement, and for the purposes hereof: 

(a)     
“control” means possession, direct or indirectly, of the power to direct or
cause direction of management and policies through ownership of voting
securities, contract, voting trust or otherwise, and

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(b)      in
the absence of evidence to the contrary, ownership of fifty percent (50%) or
more of the voting securities of a corporation will constitute “control”; 

“Agreement” means this Option
Agreement and every schedule attached hereto, all as may be amended in writing
by the parties hereto from time to time; 

“Area of Interest” means the
geographic area consisting of the unpatented and patented claims historically
comprising the Clay Peters property and Copper Chief property as more
particularly described in Schedule B hereto plus a one mile distance from
the outermost perimeter of the claim area as shown in Schedule B; 

“Burdened Claims” means those
Mining Claims which are subject to the Third Party Royalty, as defined herein;


“Business Day” means a day other
than a Saturday, Sunday or any day on which chartered banks in the City of
Denver, Colorado, U.S.A., are not open for business during normal banking hours;


“Environmental Laws” means any
and all federal, state, municipal, national or local laws, statutes,
regulations, treaties, orders, judgments, decrees, ordinances or official
directives having application in the relevant jurisdiction and having
application to the Property; 

“Exchange Act” means the
Securities Exchange Act of 1934, as amended; 

“GORO Shares” means the common
stock of Gold Resource Corporation, a corporation existing under the laws of the
State of Colorado, which is listed on the NYSE MKT securities exchange (“NYSE
MKT”) and traded under the symbol, “GORO”; 

“Governmental Authority” means
and includes, without limitation, any national, federal government, province,
state, municipality or other political subdivision of any of the foregoing, any
entity exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government; 

“Governmental Regulations” means
all directives, laws, orders, ordinances, regulations and statutes of any
federal, state or local agency, court or office; 

“Mining Claims” means the
unpatented and patented mining claims held by SRC and described in Schedule
A;

“NSR Agreement” means the
agreement governing the NSR Royalty in the form of Schedule C hereto;


“NSR Royalty” has the meaning
set forth in section 4.1; 

“Person” means an individual, a
limited liability company, a partnership, a joint venture, a corporation, a
trust, an unincorporated organization and a government or any department or
agency thereof; 

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“Property” means the Mining
Claims together with the appurtenant surface rights, mineral rights, and permits
held by SRC on the Effective Date of this Agreement, and includes any renewal
thereof and any form of successor or substitute title thereto.

“SEC” means the Securities and
Exchange Commission of the United States. 

“Securities Act” means the
Securities Act of 1933, as amended; 

“Stock Consideration” means the
portion of the consideration payable to SRC as part of the transactions
contemplated herein that consists of shares of common stock of Gold Resource
Corporation (also referred to as the “GORO Shares”); 

“Third Party Royalty” means the
existing 2% NSR royalty in favor of an unrelated third party reserved on the
patented claims as of the Effective Date of this Agreement; 

“Third Party Royalty Purchase
Price” means the amount payable to holder of the Third Party Royalty in
order to purchase such Third Party Royalty. 

“Unburdened Claims” means those
claims within the group of claims comprising the Property that are not subject
to the Third Party Royalty or any other existing NSR royalty in favor of a third
party and are not the Burdened Claims as described above; 

As used in this Agreement, unless the
context otherwise requires, the following rules apply:

	 	(c) 	
      the use of words in the singular or plural, or with a
      particular gender, shall not limit the scope or exclude the application of
      any provision of this Agreement to such Person or Persons or circumstances
      as the context otherwise permits;

	 	 	 
	 	(d) 	
      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, if the last day of the period is not a Business
      Day;

	 	 	 
	 	(e) 	
      reference to legislation or to a provision of legislation
      includes a modification or re-enactment of it, a legislative provision
      substituted for it and a regulation or statutory instrument issued under
      it;

	 	 	 
	 	(f) 	
      headings in this Agreement are for convenience only and
      shall not affect its interpretation; and

	 	 	 
	 	(g) 	
      references to “include”, “includes” or “including” and
      the like shall be construed, in each case, as if followed by the words
      “but without limitation”.



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ARTICLE 2 
REPRESENTATIONS AND WARRANTIES 

	2.1 	
      SRC and, where indicated below, IFAM represent and
      warrant to Optionee that:




	 	(a) 	
      SRC the beneficial owner of the Property;

	 	 	 
	 	(b) 	
      SRC is duly organized, validly existing and in good
      standing as a Delaware corporation registered to do business in the State
      of Nevada and is lawfully qualified to hold the beneficial interest in the
      Property;

	 	 	 
	 	(c) 	
      SRC has full power and authority to carry on its business
      and to enter into this Agreement and any agreement or instrument referred
      to or contemplated by this Agreement, subject to the consent of the TSX
      Venture Exchange (to be obtained by IFAM, if necessary) which may be a
      condition to the transactions contemplated in this Agreement;

	 	 	 
	 	(d) 	
      it has duly obtained all necessary corporate
      authorizations for the execution, delivery and performance of this
      Agreement and such execution, delivery and performance and the
      consummation of the transactions herein contemplated will not contravene
      any applicable laws and will not conflict with or result in any breach of
      any covenants or agreements contained in, or constitute a default under,
      or result in the creation of any encumbrance, lien or charge under the
      provisions of its constating documents or any shareholders’ or directors’
      resolution or any indenture, agreement or other instrument whatsoever to
      which it is a party or by which it is bound or to which it may be
      subject;

	 	 	 
	 	(e) 	
      SRC is not a party to any actions, suits or proceedings
      which could materially affect its ability to meet its obligations under
      this Agreement;

	 	 	 
	 	(f) 	
      the Mining Claims are accurately described in Schedule
      A, to the knowledge of SRC based upon its reasonable review of mining
      registry records, have been duly and validly located, recorded and issued
      and are in good standing with respect to all filings, fees, taxes,
      assessments, work commitments or other conditions on the date hereof and
      except for the Burdened Claims, to the knowledge of SRC based upon its
      reasonable review of mining registry records, the Mining Claims are not
      subject to any agreements or rights of third parties, and are free and
      clear of all liens, charges and encumbrances whatsoever;

	 	 	 
	 	(g) 	
      SRC has no knowledge of, and has not received any notice
      of, any material claim or judicial or administrative proceeding, pending
      or threatened against, or which may affect, the Property, or operations
      thereon, relating to, or alleging any violation of any Environmental Laws;
      it is not aware of any facts which could give rise to any such claim or
      judicial or administrative proceeding; and to the best of its knowledge,
      none of the Property or operations thereon is the subject of any
      investigation, evaluation, audit or review by any Governmental Authority
      to determine whether any violation of any Environmental Laws has
occurred or is occurring or whether any remedial action is needed in connection
with a release of any contaminant into the environment, except for compliance
investigations conducted in the normal course by any Governmental Authority;



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	 	(h) 	
      to the best of SRC’s knowledge, other than such
      information that has been provided by SRC to the Optionee, no hazardous or
      toxic waste or substance is or has been stored on the Property, nor has it
      disposed of any hazardous or toxic waste from the Property, in either case
      in a manner contrary to any Environmental Laws, and to the best of its
      knowledge there are no contaminants on the Property other than in
      compliance with Environmental Laws;

	 	 	 
	 	(i) 	
      to the best of SRC’s knowledge, other than such
      information that has been provided by SRC to the Optionee, there is no
      contingent or other liability relating to the restoration or
      rehabilitation of land, water or any other part of the environment (except
      for those derived from normal exploration activities) or non- compliance
      with Environmental Laws;

	 	 	 
	 	(j) 	
      there are no adverse claims or challenges against or to
      its ownership or title to the Property of which it has notice, nor to the
      best of its knowledge is there any basis therefor;

	 	 	 
	 	(k) 	
      to the best of its knowledge, there are no pending or
      threatened actions, suits, claims or proceedings regarding the Property or
      any portion thereof;

	 	 	 
	 	(l) 	
      this Agreement will have been approved by all requisite
      corporate action on the part of SRC and IFAM on or before the date that it
      executes this Agreement;

	 	 	 
	 	(m) 	
      the securities comprising the Stock Consideration have
      not been registered under the Securities Act but are offered in reliance
      on specific exemptions from the registration requirements of United States
      federal and state securities laws and the Optionee is relying in part upon
      the truth and accuracy of, and SRC’s and IFAM’s compliance with, the
      representations, warranties, agreements, acknowledgments and
      understandings of each of SRC and IFAM set forth herein in order to
      determine the availability of such exemptions and the eligibility of SRC
      and IFAM to receive the Stock Consideration;

	 	 	 
	 	(n) 	
      SRC and IFAM are acquiring the Stock Consideration for
      investment purposes, each for its own account and not with a view towards,
      or for resale in connection with, the resale or distribution thereof in a
      manner that would violate the Securities Act and further does not
      presently have any agreement or understanding, directly or indirectly,
      with any Person to distribute any of the Stock Consideration;

	 	 	 
	 	(o) 	
      SRC and IFAM have reviewed the SEC Reports (as defined
      below), including Optionee’s most recent annual report on Form 10-K filed
      with the SEC and any other reports or documents filed by the Optionee with
      the SEC since the filing of the Form 10-K has been given access to full
      and complete information regarding the Optionee, and has utilized such access to its satisfaction
for the purpose of obtaining such information as it has reasonably requested;
and, particularly, it has been given reasonable opportunity to ask questions of,
and receive answers from, representatives of the Optionee concerning the terms
and conditions of the offering and to obtain any additional information, to the
extent reasonably available;



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	 	(p) 	
      in reaching a decision to accept the Stock Consideration,
      SRC and IFAM each has such knowledge and experience in financial and
      business matters that it is capable of reading and interpreting financial
      statements and evaluating the merits and risk of an investment in the
      securities and has the net worth to undertake such risks;

	 	 	 
	 	(q) 	
      SRC and IFAM each has obtained, to the extent it deems
      necessary, its own professional advice with respect to the risks inherent
      in the investment in the securities, and the suitability of an investment
      in the securities comprising the Stock Consideration in light of its
      financial condition and investment need;

	 	 	 
	 	(r) 	
      SRC and IFAM each acknowledges that (i) the acquisition
      of the Stock Consideration is a long-term investment to be held in
      accordance with applicable securities laws; (ii) it must bear the economic
      risk of investment because the shares have not been registered under the
      Securities Act or under the securities laws of any state and, therefore,
      the shares cannot be resold unless they are subsequently registered under
      said laws or exemptions from such registrations are available; and (iii)
      the transferability of the securities is restricted and requires
      compliance with Rule 144 promulgated under the Securities Act or the
      availability of a different exemption from the registration under the
      Securities Act and a legend will be placed on the certificate(s)
      representing the GORO Shares referring to the applicable restrictions on
      transferability;

	 	 	 
	 	(s) 	
      it certifies, under penalties of perjury, that it is NOT
      subject to the backup withholding provisions of Section 3406(a)(i)(C) of
      the Internal Revenue Code; and

	 	 	 
	 	(t) 	
      it represents and warrants that it is a Delaware
      corporation with a principal office in Reno, Nevada and made the decision
      to accept the Stock Consideration in Reno,
Nevada.




	2.2 	
      Optionee represents and warrants to SRC
  that:




	 	(a) 	
      it and its subsidiaries are validly existing and in good
      standing in the jurisdictions of their incorporation and all jurisdictions
      in which they do business;

	 	 	 
	 	(b) 	
      it has full power and authority to carry on its business
      and to enter into this Agreement and any agreement or instrument referred
      to or contemplated by this Agreement;

	 	 	 
	 	(c) 	
      it has duly obtained all necessary corporate
      authorizations for the execution, delivery and performance of this
      Agreement and such execution, delivery and performance and the consummation of the transactions herein
contemplated will not contravene any applicable laws and will not conflict with
or result in any breach of any covenants or agreements contained in, or
constitute a default under, or result in the creation of any encumbrance, lien
or charge under the provisions of its constating documents or any shareholders’
or directors’ resolution or any indenture, agreement or other instrument
whatsoever to which it is a party or by which it is bound or to which it may be
subject; 



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	 	(d) 	
      no consent from any third party is necessary to
      authorize, approve or permit Optionee to consummate the transactions
      contemplated by this Agreement, including but not limited to the issuance
      of the GORO Shares;

	 	 	 
	 	(e) 	
      it is not a party to any actions, suits or proceedings
      which could materially affect its ability to meet its obligations under
      this Agreement;

	 	 	 
	 	(f) 	
      this Agreement will have been approved by all requisite
      corporate action on or before the date that it executes this
    Agreement;

	 	 	 
	 	(g) 	
      as of the date hereof, it has filed all required forms,
      reports and documents required to be filed by it with the SEC under the
      Securities Act and the Exchange Act (“SEC Reports”) for the past 3
      years, each of which has complied as to form in all material respects with
      all applicable requirements of the Securities Act, and the Exchange Act,
      each as in effect on the dates such forms, reports and documents were
      filed. The audited consolidated financial statements of Optionee included
      in the SEC Reports were prepared in accordance with generally accepted
      accounting principles and present fairly the consolidated financial
      position of Optionee and its consolidated subsidiaries as of the dates
      thereof and their consolidated results of operations and changes in
      financial position for the periods then ended;

	 	 	 
	 	(h) 	
      as of the Effective Date, Optionee’s issued and
      outstanding capital consists of 54,179,369 shares of duly authorized and
      validly issued common stock, which shares are fully paid and
      non-assessable and have been issued in compliance with federal and state
      securities laws, and no shares of preferred stock are outstanding, and
      except as disclosed in the SEC Reports, there are no authorized or
      outstanding warrants, pre-emptive rights, rights of first refusal or other
      rights to purchase, or equity or debt securities convertible into or
      exchangeable or exercisable for, any capital stock of Optionee or any of
      its subsidiaries; and

	 	 	 
	 	(i) 	
      it has all necessary power and authority to issue and
      deliver the GORO Shares and the GORO Shares have been duly authorized,
      and, when delivered to SRC, the GORO Shares will be duly and validly
      issued, fully paid and non-assessable and will be issued in compliance
      with United States federal and state securities
laws.




	2.3 	
      The representations and warranties herein set out will
      survive the execution of this Agreement unless or until this Agreement is
      otherwise terminated in accordance with the provisions of this
      Agreement.



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ARTICLE 3 
GRANT OF OPTION 

	3.1 	
      For and in consideration of the Option Fee payable to
      SRC, as set forth herein, SRC does hereby grant to Optionee the exclusive
      right and option to purchase SRC’s 100% interest in the Property in
      accordance with the terms and conditions set forth herein (the
      “Option”).

	 	 
	3.2 	
      Upon execution of this Agreement, Optionee shall pay to
      SRC the following consideration (the “Option Fee”) by the issuance
      of common stock (as described below) and certified cheque, bank draft,
      wire transfer or other form of payment satisfactory to SRC (for the cash
      portion), as applicable. SRC may, by prior notice to Optionee, direct that
      (1) the cash portion of the Option Fee be paid directly to IFAM and (2)
      the Stock Consideration portion of the Option Fee be issued to IFAM. The
      Option Fee shall consist of the following:




	 	(a) 	
      US$100,000.00 allocated to the claims comprising the Clay
      Peters property;

	 	 	 
	 	(b) 	
      US$21,506.10 allocated to the claims comprising the
      Copper Chief property; and

	 	 	 
	 	(c) 	
      such number of GORO Shares equal to US$200,000.00 as
      determined by reference to the closing price of GORO Shares on the NYSE
      MKT on the Effective Date of this Agreement.




	3.3 	
      The Option shall remain in effect for thirty-six (36)
      months from the Effective Date of this Agreement (“Option Term”)
      unless earlier exercised or terminated in accordance with the terms and
      conditions set forth herein. At any time prior to the expiration of the
      Option Term, Optionee may in its sole discretion exercise its exclusive
      right to purchase the Property by giving written notice thereof to SRC
      (“Exercise Notice”). The date of said Exercise Notice shall be the
      “Exercise Date.”

	 	 
	3.4 	
      Upon receipt by SRC of the Exercise Notice, the parties
      shall determine a mutually agreeable date for closing the purchase of the
      Property (“Closing”), but in no event shall the Closing occur more
      than 15 days after the Exercise Date. At the
Closing:




	 	(a) 	
      Optionee shall pay to SRC, or upon prior notice to
      Optionee SRC may direct Optionee to pay to IFAM, the “Exercise
      Price” consisting of (1) US$270,000 by certified cheque, bank draft,
      wire transfer or other form of payment satisfactory to SRC and (2) issue
      such number of GORO Shares equal to US$1,000,000 as determined by
      reference to the closing price of GORO Shares on the NYSE MKT on the date
      of Closing, provided however, that in the event the GORO Shares are not
      listed for trading on the NYSE MKT or any similar national securities
      exchange as of the date of Closing, Optionee shall, in lieu of the
      issuance of GORO shares, pay US$1,000,000 in cash to SRC; and

	 	 	 
	 	(b) 	
      SRC shall transfer all of its right, title and interest
      in the Property, subject to a NSR Royalty reserved in favor of SRC and as
      described in Article 4 below, to Optionee or Optionee’s subsidiary and
      deliver a deed of sale, assignment of SRC’s right to repurchase the Third Party Royalty, and such
other documentation as required and in a form acceptable to Optionee. Effective
at the time of Closing, all of SRC’s right, title and interest in and to the
Property, subject to the NSR Royalty in favor of SRC and the Third Party
Royalty, shall vest and shall be deemed for all purposes hereof to have vested
in Optionee, and SRC shall hold any interest in and to the Property for the
benefit of Optionee, pending registration of all necessary instruments and
documents with appropriate Governmental Authorities to effect the transfer of
the interest to Optionee or its subsidiary as directed by Optionee. 



8 




ARTICLE 4 
ROYALTY 

	4.1 	
      Upon Optionee’s due exercise of the Option and following
      the Closing, in accordance with Section 3.4 above, SRC shall retain and be
      entitled to receive a royalty interest in the Property of a 2% NSR Royalty
      on all Unburdened Claims and a 1% NSR Royalty on all Burdened Claims,
      respectively, to be calculated, paid and otherwise governed in accordance
      with the NSR Agreement attached hereto as Schedule C. In that
      regard, the parties shall enter into, and in any event shall be deemed to
      have entered into, the NSR Agreement set forth in Schedule
  C.

	 	 
	4.2 	
      Subject to the following, at Closing or any time
      thereafter until the fourth anniversary of the date of “Commencement of
      commercial production” as defined in the Net Smelter Return Royalty
      Agreement attached hereto as Schedule C, Optionee shall, upon
      written notice to SRC, have the exclusive right to purchase one-half of
      SRC’s royalty interests in the Property (including any Acquired Interest
      as defined in Article 10) as follows: (a) 1% NSR Royalty on all Unburdened
      Claims within the Area of Interest for a lump sum payment of US$1,250,000
      and (b) 0.5% NSR Royalty on the Burdened Claims within the Area of
      Interest for a lump sum payment of US$500,000. SRC further grants to
      Optionee a right of first refusal to acquire part or all of SRC’s NSR
      Royalty interests in the Property in the event of an intended sale or
      other disposition of such royalty interest to a third party within 60 days
      following Optionee’s receipt of notice from SRC of intended sale or
      disposition. This provision shall expressly survive
  Closing.



ARTICLE 5 
COVENANTS 

	5.1 	
      SRC covenants and agrees that during the term of this
      Agreement:




	 	(a) 	
      it shall refrain from alienating or promising to alienate
      any right derived from the Mining Claims, or from creating any lien on the
      Mining Claims or to grant to any third parties any right or interest with
      regard to the Mining Claims that could adversely affect or prevent exercise of the rights granted to
Optionee pursuant hereto, without the prior written consent of the Optionee;



9 





	 	(b) 	
      it will immediately notify Optionee of any claim,
      complaint or suit of which they may learn, which could restrict or
      adversely affect or limit the rights granted to Optionee pursuant
      hereto;

	 	 	 
	 	(c) 	
      it shall hold Optionee harmless of any threatened or
      actual impairment of the Optionee’s rights under this Agreement arising
      out of or in connection with activities by SRC

	 	 	 
	 	(d) 	
      it shall indemnify Optionee, its affiliates and its
      directors, officers, agents and employees, for any liability or loss
      arising out of (i) any misrepresentation or breach of warranty on the part
      of SRC under this Agreement, (ii) any breach of covenant or other
      agreement on the part of SRC under this Agreement, or (iii) any third
      party claims with respect to occurrences or events that occurred on or
      prior to the Effective Date and arise directly from the conduct of SRC,
      its employees or the Property;

	 	 	 
	 	(e) 	
      it shall continue to make available to Optionee for
      review and copying, all data in Optionee’s possession relating to the
      Property;

	 	 	 
	 	(f) 	
      before issuing any press release relating to the
      transactions contemplated under this Agreement or the Property, SRC will
      provide a copy of the proposed release to Optionee at least three business
      days prior to dissemination;

	 	 	 
	 	(g) 	
      it shall permit Optionee to enter the Property for the
      purpose of visual inspection, evaluation, exploration and other work
      during the Option Term; and

	 	 	 
	 	(h) 	
      it shall fully cooperate with Optionee in its fulfillment
      of the covenants set forth in this Article 5, including any applications
      for any governmental licences, permits and approvals or notices required
      to be filed with the Bureau of Land Management, the State of Nevada, or
      any other Governmental Authority.




	5.2 	
      In the event SRC’s assignment of its right to repurchase
      the Third Party Royalty to Optionee is deemed invalid, SRC further
      covenants and agrees that upon written notice from Optionee, and payment
      by Optionee of the Third Party Royalty Purchase Price to SRC, SRC will
      exercise such right to repurchase the Third Party Royalty and subsequently
      transfer all such rights, title and interest in the royalty to Optionee
      for no further consideration. This covenant shall expressly survive the
      Closing.

	 	 
	5.3 	
      Optionee covenants and agrees that, during the term of
      this Agreement:




	 	(a) 	
      it shall promptly comply with all Governmental
      Regulations relating to the condition, use or occupancy of the Property by
      Optionee;

	 	 	 
	 	(b) 	
      it shall maintain the Mining Claims in good standing,
      including paying all maintenance fees, taxes and/or assessments, as due
      and providing evidence of such payment to SRC no less than thirty (30) days prior to the
due date of such payments;



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	 	(c) 	
      it shall pay any subsequent maintenance fees, taxes
      and/or assessments related to any Acquired Interest as defined in Article
      10;

	 	 	 
	 	(d) 	
      it shall be responsible for all reclamation fees and
      costs associated with any new disturbances or work conducted by Optionee
      on the Property as required in accordance with federal, state or local
      law;

	 	 	 
	 	(e) 	
      it shall pay any existing NSR royalties related to the
      Property that become due, including but not limited to the Third-Party
      Royalty;

	 	 	 
	 	(f) 	
      it shall, prior to conducting or allowing any work on the
      Property, obtain and carry a comprehensive policy of general liability
      insurance and shall provide a certificate of insurance to SRC indicating
      that the Property is included, such coverage to be in an amount of not
      less than $1,000,000 per occurrence and $2,000,000 in the aggregate. In
      addition to the foregoing, Optionee shall carry workers compensation
      insurance as required by law.

	 	 	 
	 	(g) 	
      it will immediately notify SRC of any claim, complaint or
      suit of which it may learn, which could restrict or adversely affect or
      limit the rights of SRC in the Property;

	 	 	 
	 	(h) 	
      upon reasonable advanced notice, it shall permit SRC to
      enter the Property for the purpose of inspection during the Option
      Term;

	 	 	 
	 	(i) 	
      it shall send to SRC at least once every six months all
      exploration data generated by Optionee during the Option Term, including
      but not limited to drill results, assays, core logs and drill pad
      locations, ;

	 	 	 
	 	(j) 	
      before issuing any press release relating to the
      transactions contemplated under this Agreement or the Property, Optionee
      will provide a copy of the proposed release to SRC at least three business
      days prior to dissemination and shall further give SRC not less than ten
      (10) business days to review underlying data prior to making any public
      announcement,;

	 	 	 
	 	(k) 	
      it shall indemnify SRC, its affiliates, directors,
      officers, agents and employees, for any liability or loss arising out of
      (i) any misrepresentation or breach of warranty on the part of Optionee
      under this Agreement, (ii) any breach of covenant or other agreement on
      the part of Optionee under this Agreement and (iii) any third party claims
      arising from Optionee’s operations on the Property.

	 	 	 
	 	(l) 	
      it shall comply with all applicable requirements of the
      Securities Act, and the Exchange Act and all other applicable federal,
      state, and local laws, rules and regulations, including but not limited to
      its obligation to file all such reports required by the SEC and necessary
      to maintain adequate current public information in accordance with Rule
      144, and shall further take any and all reasonable and necessary steps to maintain the listing of GORO
Shares on any stock exchanges where such securities are listed for trading as of
the Effective Date, including but not limited to the NYSE MKT;



11 





	 	(m) 	
      it shall fully cooperate with SRC in its fulfillment of
      the covenants set forth in this Article 5, including any applications for
      any governmental licences, permits and approvals or notices required to be
      filed with the Bureau of Land Management, the State of Nevada, or any
      other Governmental Authority; and

	 	 	 
	 	(n) 	
      it shall promptly cooperate with any reasonable request
      from SRC or IFAM with respect to seeking removal of the restrictive legend
      on the GORO Shares at such time as a valid exemption under the securities
      laws is available.



ARTICLE 6 
CONDITIONS 

	6.1 	
      Notwithstanding the foregoing or any other provision in
      this Agreement, the obligations of Optionee to close on the purchase of
      the Property shall be contingent upon the satisfaction, in Optionee’s
      reasonable discretion, of the following conditions (any or all of which
      may be waived by Optionee, at its option, in whole or in part to the
      extent permitted by applicable law):




	 	(a) 	
      no material adverse change in the condition of the
      Property has occurred since the delivery of the Exercise Notice by
      Optionee to SRC;

	 	 	 
	 	(b) 	
      all of SRC’s representations and warranties contained
      herein shall be true and correct in all material respects on the date of
      Closing (except for representations and warranties that speak as of a
      specific date);

	 	 	 
	 	(c) 	
      SRC shall have executed and delivered to the Optionee all
      documents to be delivered in accordance with the terms of this Agreement
      and such other documents and instruments as Optionee may reasonably
      request and which can be obtained with reasonable commercial efforts in
      order to consummate the transactions contemplated by this Agreement;
      and

	 	 	 
	 	(d) 	
      No material breach by SRC shall exist under this
      Agreement and SRC shall be ready, willing and able to close under the
      terms of this Agreement.




	6.2 	
      Notwithstanding the foregoing or any other provision in
      this Agreement, the obligations of SRC to close on the purchase of the
      Property shall be contingent upon the satisfaction, in SRC’s reasonable
      discretion, of the following conditions (any or all of which may be waived
      by SRC, at its option, in whole or in part to the extent permitted by
      applicable law):




	 	(a) 	
      all of Optionee’s representations and warranties
      contained herein shall be true and correct in all material respects on the
      date of Closing (except for representations and warranties that speak as
      of a specific date);



12 





	 	(b) 	
      Optionee shall have executed and delivered to the SRC all
      documents to be delivered in accordance with the terms of this Agreement
      and such other documents and instruments as SRC may reasonably request and
      which can be obtained with reasonable commercial efforts in order to
      consummate the transactions contemplated by this Agreement;

	 	 	 
	 	(c) 	
      no material breach by Optionee shall exist under this
      Agreement and Optionee shall be ready, willing and able to close under the
      terms of this Agreement; and

	 	 	 
	 	(d) 	
      no injunction, restraining order, action or order of any
      nature by a Governmental Authority, including a stop order suspending the
      qualification or exemption from qualification of any of the Stock
      Consideration in any jurisdiction, shall have been issued and no
      proceeding for that purpose shall have been commenced or, to the knowledge
      of Optionee after reasonable inquiry, be pending or contemplated as of the
      date of Closing.



ARTICLE 7 
TERM; DEFAULT 

	7.1 	
      This Agreement shall terminate upon the earlier of (i)
      the expiration of the Option Term; (ii) effective as of the date at which
      Optionee, at its sole discretion at any time during the Option Term,
      delivers written notice of termination thereof to SRC (iii) or a
      termination by SRC pursuant to Section 7.2 below. In the event of early
      termination of this Agreement in accordance with this Article 7, SRC shall
      be entitled to retain the Option Fee, and this Agreement shall become null
      and void and neither party hereto shall have any other liability,
      obligation or duty herein under or pursuant to this Agreement other than
      Optionee’s reclamation obligations and except as expressly otherwise
      provided herein.

	 	 
	7.2 	
      If, during the Option Term, Optionee is in a material
      breach of any term or condition contained herein resulting in a material
      adverse effect to SRC’s rights hereunder (an “Event of Default”), SRC may
      terminate this Agreement following:




	 	(a) 	
      Written notice to Optionee containing the particulars of
      the Event of Default (a “Notice of Default”); and

	 	 	 
	 	(b) 	
      The failure of Optionee to cure such Event of Default
      within thirty (30) days after receipt of the Notice of
  Default.



ARTICLE 8 
CONFIDENTIAL INFORMATION 

	8.1 	
      No information furnished by a party (“Disclosing
      Party”) to the other party (“Receiving Party”) in connection
      with the transactions contemplated herein, will be disclosed
  or published by the Receiving Party without the written consent of
the Disclosing Party, but such consent in respect of the reporting of factual
data will not be unreasonably withheld, and will not be withheld in respect of
information required to be publicly disclosed pursuant to applicable securities,
taxation or corporation laws. This provision shall not apply to information
which becomes part of the public domain provided that it does not become part of
the public domain by the actions of a party hereto in contravention of its
obligation to keep such information confidential. 



13 





	8.2 	
      Nothing in this section shall prevent a party from
      disclosing information to a third party for purposes of corporate
      reorganization, financing, review of materials, data and results by a
      consultant and like matters provided that such third party agrees to be
      bound by these provisions of confidentiality.

	 	 
	8.3 	
      Draft press releases in this regard are deemed
      Confidential Information hereunder and will be reviewed by both parties
      prior to dissemination.



ARTICLE 9 
NOTICE 

	9.1 	
      Any notice or other writing, required or permitted to be
      given hereunder, including but not limited to the Exercise Notice, or for
      the purposes hereof to either party shall be sufficiently given if
      delivered personally, or if sent by prepaid registered mail or if by
      facsimile or e-mail if confirmation of transmission to the recipient is
      received:




	 	(a) 	
      In the case of notice to Optionee,
at:




	 	Gold Resource Corporation 
	 	2886 Carriage Manor Point 
	 	Colorado Springs, Colorado 80906 
	 	Attention: Jason Reid, President 
	 	Fax: “Redacted” 
	 	E-mail: “Redacted” 



	 	(b) 	
      In the case of notice to SRC,
at:




	 	Silver Reserve Corp. 
	 	1135 Terminal Way, Suite 106 
	 	Reno, Nevada 89502 
	 	Attention: Mason Douglas, President 
	 	Fax: “Redacted” 
	 	E-mail: “Redacted” with a copy to “Redacted”
  


14 




or at such other address or addresses as the parties to whom
such writing is to be given shall have last notified the party giving the same
in the manner provided in this Section 9.1. Any notice delivered to the party to
whom it is addressed as heretofore provided shall be deemed to have been given
and received on the day it is so delivered at such address, provided that if
such day is not a Business Day, then the notice shall be deemed to have been
given and received on the Business Day next following such day.

ARTICLE 10 
PROPERTY MODIFICATIONS 

During the term of this Agreement, unless otherwise agreed to
by the parties, if any party or its Affiliate (the “Acquiring Party”)
acquires, directly or indirectly, any right to or interest in, or any right to
receive proceeds of production from, any mining license, lease, grant,
concession, claim, permit, patent, or other form of mineral tenure located
wholly or partly within the Area of Interest (the “Acquired Interest”),
the Acquired Interest shall be included in and shall form part of the Property
and be subject to this Agreement as if it were originally included in the
definition of “Property” in section 1.1 hereof and such mining claims therein
shall be considered “Unburdened Claims” for purposes of this Agreement. In such
event, the Acquiring Party shall bear the acquisition costs related to the
Acquired Interest.

ARTICLE 11 
MISCELLANEOUS 

	11.1 	
      This Agreement will supersede and replace any other
      agreement or arrangement, whether oral or written, heretofore existing
      between the parties in respect of the subject matter of this
    Agreement.

	 	 
	11.2 	
      SRC may assign its rights and obligations under this
      Agreement to a third party with the consent of Optionee, which consent
      shall not be unreasonably withheld. Further, SRC may transfer or assign
      any and all of its rights and obligations under this Agreement to IFAM or
      any wholly-owned subsidiary or affiliate of IFAM.

	 	 
	11.3 	
      The Schedules attached to this Agreement shall be deemed
      to be incorporated in, and to form part of, this Agreement.

	 	 
	11.4 	
      If any provision of this Agreement is held to be invalid
      or unenforceable, then such provision will be fully severable from this
      Agreement, and the remaining provisions of this Agreement will remain in
      full force and effect and will not be affected thereby. In lieu of such
      invalid or unenforceable provision, there shall be added automatically as
      a part of this Agreement a provision as similar in terms to such invalid
      or unenforceable provision as may be reasonably possible and valid and
      enforceable.



15 





	11.5 	
      All obligations assumed by the parties shall be
      temporarily suspended and the Agreement shall be extended for up to 12
      additional months when due to force majeure such as strike, war, riot,
      acts of God or an act of Governmental Authorities, it is not possible to
      perform the obligations established between the parties hereunder, and
      such performance shall be resumed immediately upon the definitive of any
      such situations.

	 	 
	11.6 	
      No consent or waiver expressed or implied by either party
      in respect of any breach or default by the other in the performance of
      such other of its obligations hereunder will be deemed or construed to be
      a consent to or a waiver of any other breach or default.

	 	 
	11.7 	
      The parties will promptly execute or cause to be executed
      all documents, deeds, conveyances and other instruments of further
      assurance which may be reasonably necessary or advisable to carry out
      fully the intent of this Agreement or to record wherever appropriate the
      respective interests from time to time of the parties in the
    Property.

	 	 
	11.8 	
      This Agreement and any other writing delivered pursuant
      hereto may be executed in any number of counterparts with the same effect
      as if all parties to this Agreement or such other writing had signed the
      same document and all counterparts will be construed together and will
      constitute one and the same instrument.

	 	 
	11.9 	
      Each party to this Agreement shall be responsible for all
      of its own expenses, legal and other professional fees, disbursements, and
      all other costs incurred in connection with the negotiation, preparation,
      execution, and delivery of this Agreement and all documents and
      instruments relating hereto and the consummation of the transactions
      contemplated hereby.

	 	 
	11.10 	
      This Agreement will be governed and construed according
      to the laws of the State of Nevada applicable therein and the parties
      hereby attorn to the jurisdiction of the District Court of Nevada in
      respect of all matters arising hereunder.

	 	 
	11.11 	
      This Agreement may not be assigned without the express
      written consent of the other party, not to be unreasonably withheld, and
      will enure to the benefit of and be binding upon the parties and their
      respective successors and permitted assigns.



[SIGNATURE PAGE FOLLOWS] 

16 




IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written. 

	 	OPTIONEE: 
	 	 
	 	GOLD RESOURCE CORPORATION
  
	 	  	  
	 	By: 	/s/
      Jason Reid 
	 	 	Jason Reid, CEO and President
  
	 	  	  
	 	OWNER: 
	 	 
	 	SILVER RESERVE CORP. 
	 	  	  
	 	By: 	/s/
      Mason Douglas 
	 	  	Mason Douglas, CEO and President



17 




SCHEDULE A 

Patented and unpatented mining claims comprising the “Clay
Peters property” and the “Copper Chief property” (“Property”) located in
Mineral County, Nevada. 

Clay Peters Patented Claims 



  
	Claim Name 	Mineral Survey Number 	Mineral Patent Number 
	Geo. F. (also known as George F.) 	2593 	45651 
	Commodore 	2593 	45651 
	Thrush 	2593 	45651 






Clay Peters Unpatented Claims 


	Serial Num 	Claim Name/
      
Number 	Claimant(s) 	Lead File 	Casetype 	Status 	Loc Dt 	Last Assmt
    
	NMC1071459 	CP 5 	SILVER RESERVE CORP 	NMC1071455 	LODE 	ACTIVE 	4/25/2012 	2 0 1 6 
	NMC1071460 	CP 6 	SILVER RESERVE CORP 	NMC1071455 	LODE 	ACTIVE 	4/25/2012 	2 0 1 6 
	NMC1071463 	CP 9 	SILVER RESERVE CORP 	NMC1071455 	LODE 	ACTIVE 	4/25/2012 	2 0 1 6 
	NMC1071464 	CP 10 	SILVER RESERVE CORP 	NMC1071455 	LODE 	ACTIVE 	4/25/2012 	2 0 1 6 
	NMC1070163 	CP 13 	SILVER RESERVE CORP 	NMC1070161 	LODE 	ACTIVE 	3/28/2012 	2 0 1 6 
	NMC1070164 	CP 14 	SILVER RESERVE CORP 	NMC1070161 	LODE 	ACTIVE 	3/28/2012 	2 0 1 6 
	NMC871217 	CP 17 	SILVER RESERVE CORP 	NMC871090 	LODE 	ACTIVE 	3/30/2004 	2 0 1 6 
	NMC871218 	CP 18 	SILVER RESERVE CORP 	NMC871090 	LODE 	ACTIVE 	3/30/2004 	2 0 1 6 
	NMC871219 	CP 19 	SILVER RESERVE CORP 	NMC871090 	LODE 	ACTIVE 	3/30/2004 	2 0 1 6 
	NMC871220 	CP 20 	SILVER RESERVE CORP 	NMC871090 	LODE 	ACTIVE 	3/30/2004 	2 0 1 6 
	NMC871221 	CP 21 	SILVER RESERVE CORP 	NMC871090 	LODE 	ACTIVE 	3/30/2004 	2 0 1 6 
	NMC871222 	CP 22 	SILVER RESERVE CORP 	NMC871090 	LODE 	ACTIVE 	3/30/2004 	2 0 1 6 
	NMC871223 	CP 23 	SILVER RESERVE CORP 	NMC871090 	LODE 	ACTIVE 	3/30/2004 	2 0 1 6 
	NMC1038681 	CP 24 	SILVER RESERVE CORP 	NMC1038681 	LODE 	ACTIVE 	1/11/2011 	2 0 1 6 
	NMC1070166 	CP 25 	SILVER RESERVE CORP 	NMC1070161 	LODE 	ACTIVE 	3/14/2012 	2 0 1 6 
	NMC1070167 	CP 26 	SILVER RESERVE CORP 	NMC1070161 	LODE 	ACTIVE 	3/14/2012 	2 0 1 6 
	NMC871229 	CP 29 	SILVER RESERVE CORP 	NMC871090 	LODE 	ACTIVE 	3/30/2004 	2 0 1 6 
	NMC871230 	CP 30 	SILVER RESERVE CORP 	NMC871090 	LODE 	ACTIVE 	3/30/2004 	2 0 1 6 
	NMC871231 	CP 31 	SILVER RESERVE CORP 	NMC871090 	LODE 	ACTIVE 	3/30/2004 	2 0 1 6 
	NMC871232 	CP 32 	SILVER RESERVE CORP 	NMC871090 	LODE 	ACTIVE 	3/30/2004 	2 0 1 6 
	NMC871233 	CP 33 	SILVER RESERVE CORP 	NMC871090 	LODE 	ACTIVE 	3/30/2004 	2 0 1 6 
	NMC871234 	CP 34 	SILVER RESERVE CORP 	NMC871090 	LODE 	ACTIVE 	3/30/2004 	2 0 1 6 
	NMC871235 	CP 35 	SILVER RESERVE CORP 	NMC871090 	LODE 	ACTIVE 	3/30/2004 	2 0 1 6 
	NMC871236 	CP 36 	SILVER RESERVE CORP 	NMC871090 	LODE 	ACTIVE 	3/30/2004 	2 0 1 6 
	NMC871237 	CP 37 	SILVER RESERVE CORP 	NMC871090 	LODE 	ACTIVE 	3/30/2004 	2 0 1 6 
	NMC871238 	CP 38 	SILVER RESERVE CORP 	NMC871090 	LODE 	ACTIVE 	3/30/2004 	2 0 1 6 
	NMC871239 	CP 39 	SILVER RESERVE CORP 	NMC871090 	LODE 	ACTIVE 	3/30/2004 	2 0 1 6 
	NMC871240 	CP 40 	SILVER RESERVE CORP 	NMC871090 	LODE 	ACTIVE 	3/30/2004 	2 0 1 6 
	NMC1038682 	CP 41 	SILVER RESERVE CORP 	NMC1038681 	LODE 	ACTIVE 	1/11/2011 	2 0 1 6 
	NMC1038683 	CP 42 	SILVER RESERVE CORP 	NMC1038681 	LODE 	ACTIVE 	1/11/2011 	2 0 1 6 
	NMC1038684 	CP 43 	SILVER RESERVE CORP 	NMC1038681 	LODE 	ACTIVE 	1/11/2011 	2 0 1 6 
	NMC871244 	CP 44 	SILVER RESERVE CORP 	NMC871090 	LODE 	ACTIVE 	3/30/2004 	2 0 1 6 
	NMC964722 	CP 45 	SILVER RESERVE CORP 	NMC964624 	LODE 	ACTIVE 	9/4/2007 	2 0 1 6 
	NMC964723 	CP 46 	SILVER RESERVE CORP 	NMC964624 	LODE 	ACTIVE 	9/4/2007 	2 0 1 6 
	NMC964724 	CP 47 	SILVER RESERVE CORP 	NMC964624 	LODE 	ACTIVE 	9/4/2007 	2 0 1 6 
	NMC1070170 	CP 48 	SILVER RESERVE CORP 	NMC1070161 	LODE 	ACTIVE 	3/28/2012 	2 0 1 6 
	  	  	  	  	  	  	  	  
	NMC1070171 	CP 49 	SILVER RESERVE CORP 	NMC1070161 	LODE 	ACTIVE 	3/28/2012 	2 0 1 6 
	NMC1070172 	CP 50 	SILVER RESERVE CORP 	NMC1070161 	LODE 	ACTIVE 	3/14/2012 	2 0 1 6 
	NMC1070173 	CP 51 	SILVER RESERVE CORP 	NMC1070161 	LODE 	ACTIVE 	3/14/2012 	2 0 1 6 
	NMC1070174 	CP 52 	SILVER RESERVE CORP 	NMC1070161 	LODE 	ACTIVE 	3/14/2012 	2 0 1 6 



18 




Clay Peters Property Unpatented Claims (con’t) 


	Serial Num 	Claim Name/
      
Number 	Claimant(s) 	Lead File 	Casetype 	Status 	Loc Dt 	Last
    
Assmt 
	NMC1070175 	CP 53 	SILVER RESERVE CORP 	NMC1070161 	LODE 	ACTIVE 	3/27/2012 	2 0 1 6 
	NMC1070176 	CP 54 	SILVER RESERVE CORP 	NMC1070161 	LODE 	ACTIVE 	3/27/2012 	2 0 1 6 
	NMC964732 	CP 55 	SILVER RESERVE CORP 	NMC964624 	LODE 	ACTIVE 	9/4/2007 	2 0 1 6 
	NMC964733 	CP 56 	SILVER RESERVE CORP 	NMC964624 	LODE 	ACTIVE 	9/4/2007 	2 0 1 6 
	NMC1070180 	CP 60 	SILVER RESERVE CORP 	NMC1070161 	LODE 	ACTIVE 	3/25/2012 	2 0 1 6 
	NMC1070181 	CP 61 	SILVER RESERVE CORP 	NMC1070161 	LODE 	ACTIVE 	3/25/2012 	2 0 1 6 
	NMC1070186 	CP 66 	SILVER RESERVE CORP 	NMC1070161 	LODE 	ACTIVE 	3/25/2012 	2 0 1 6 
	NMC1070187 	CP 67 	SILVER RESERVE CORP 	NMC1070161 	LODE 	ACTIVE 	3/25/2012 	2 0 1 6 
	NMC1070190 	CP 70 	SILVER RESERVE CORP 	NMC1070161 	LODE 	ACTIVE 	3/28/2012 	2 0 1 6 
	NMC1070191 	CP 71 	SILVER RESERVE CORP 	NMC1070161 	LODE 	ACTIVE 	3/28/2012 	2 0 1 6 
	NMC1070192 	CP 72 	SILVER RESERVE CORP 	NMC1070161 	LODE 	ACTIVE 	3/28/2012 	2 0 1 6 
	NMC1088297 	CP 161 	SILVER RESERVE CORP 	NMC1088297 	LODE 	ACTIVE 	1/13/2013 	2 0 1 6 
	NMC1088298 	CP 162 	SILVER RESERVE CORP 	NMC1088297 	LODE 	ACTIVE 	1/13/2013 	2 0 1 6 
	NMC1088299 	CP 163 	SILVER RESERVE CORP 	NMC1088297 	LODE 	ACTIVE 	1/13/2013 	2 0 1 6 
	NMC1085688 	CP 165 	SILVER RESERVE CORP 	NMC1085644 	LODE 	ACTIVE 	11/20/2012 	2 0 1 6 
	NMC1085689 	CP 166 	SILVER RESERVE CORP 	NMC1085644 	LODE 	ACTIVE 	11/20/2012 	2 0 1 6 
	NMC1085690 	CP 171 	SILVER RESERVE CORP 	NMC1085644 	LODE 	ACTIVE 	11/20/2012 	2 0 1 6 
	NMC1085691 	CP 172 	SILVER RESERVE CORP 	NMC1085644 	LODE 	ACTIVE 	11/20/2012 	2 0 1 6 
	NMC1085708 	CP 189 	SILVER RESERVE CORP 	NMC1085644 	LODE 	ACTIVE 	11/19/2012 	2 0 1 6 
	NMC1085709 	CP 190 	SILVER RESERVE CORP 	NMC1085644 	LODE 	ACTIVE 	11/19/2012 	2 0 1 6 



Copper Chief Property Unpatented Claims 


	Serial Num 	Claim Name/
      
Number 	Claimant(s) 	Lead File 	Casetype 	Status 	Loc Dt 	Last 
Assmt
  
	NMC1112344 	CC 1 	SILVER RESERVE CORP 	NMC1112344 	LODE 	ACTIVE 	9/3/2015 	2 0 1 6 
	NMC1112345 	CC 2 	SILVER RESERVE CORP 	NMC1112344 	LODE 	ACTIVE 	9/3/2015 	2 0 1 6 
	NMC1112346 	CC 3 	SILVER RESERVE CORP 	NMC1112344 	LODE 	ACTIVE 	9/3/2015 	2 0 1 6 
	NMC1112347 	CC 4 	SILVER RESERVE CORP 	NMC1112344 	LODE 	ACTIVE 	9/3/2015 	2 0 1 6 
	NMC1112348 	CC 5 	SILVER RESERVE CORP 	NMC1112344 	LODE 	ACTIVE 	9/3/2015 	2 0 1 6 
	NMC1112349 	CC 6 	SILVER RESERVE CORP 	NMC1112344 	LODE 	ACTIVE 	9/3/2015 	2 0 1 6 
	NMC1112350 	CC 7 	SILVER RESERVE CORP 	NMC1112344 	LODE 	ACTIVE 	9/3/2015 	2 0 1 6 
	NMC1112351 	CC 8 	SILVER RESERVE CORP 	NMC1112344 	LODE 	ACTIVE 	9/3/2015 	2 0 1 6 
	NMC1112352 	CC 9 	SILVER RESERVE CORP 	NMC1112344 	LODE 	ACTIVE 	9/3/2015 	2 0 1 6 
	NMC1112353 	CC 10 	SILVER RESERVE CORP 	NMC1112344 	LODE 	ACTIVE 	9/3/2015 	2 0 1 6 
	NMC1112354 	CC 11 	SILVER RESERVE CORP 	NMC1112344 	LODE 	ACTIVE 	9/2/2015 	2 0 1 6 
	NMC1112355 	CC 12 	SILVER RESERVE CORP 	NMC1112344 	LODE 	ACTIVE 	9/2/2015 	2 0 1 6 
	NMC1112356 	CC 13 	SILVER RESERVE CORP 	NMC1112344 	LODE 	ACTIVE 	9/2/2015 	2 0 1 6 
	NMC1112357 	CC 14 	SILVER RESERVE CORP 	NMC1112344 	LODE 	ACTIVE 	9/2/2015 	2 0 1 6 
	NMC1112358 	CC 15 	SILVER RESERVE CORP 	NMC1112344 	LODE 	ACTIVE 	9/2/2015 	2 0 1 6 
	NMC1112359 	CC 16 	SILVER RESERVE CORP 	NMC1112344 	LODE 	ACTIVE 	9/2/2015 	2 0 1 6 
	NMC1112360 	CC 17 	SILVER RESERVE CORP 	NMC1112344 	LODE 	ACTIVE 	9/2/2015 	2 0 1 6 
	NMC1112361 	CC 18 	SILVER RESERVE CORP 	NMC1112344 	LODE 	ACTIVE 	9/2/2015 	2 0 1 6 
	NMC1112362 	CC 19 	SILVER RESERVE CORP 	NMC1112344 	LODE 	ACTIVE 	9/2/2015 	2 0 1 6 
	NMC1112363 	CC 20 	SILVER RESERVE CORP 	NMC1112344 	LODE 	ACTIVE 	9/2/2015 	2 0 1 6 
	NMC1112364 	CC 21 	SILVER RESERVE CORP 	NMC1112344 	LODE 	ACTIVE 	9/3/2015 	2 0 1 6 
	NMC1112365 	CC 22 	SILVER RESERVE CORP 	NMC1112344 	LODE 	ACTIVE 	9/3/2015 	2 0 1 6 
	NMC1112366 	CC 23 	SILVER RESERVE CORP 	NMC1112344 	LODE 	ACTIVE 	9/3/2015 	2 0 1 6 
	NMC1112367 	CC 24 	SILVER RESERVE CORP 	NMC1112344 	LODE 	ACTIVE 	9/3/2015 	2 0 1 6 
	NMC1112368 	CC 25 	SILVER RESERVE CORP 	NMC1112344 	LODE 	ACTIVE 	9/3/2015 	2 0 1 6 
	NMC1112369 	CC 26 	SILVER RESERVE CORP 	NMC1112344 	LODE 	ACTIVE 	9/2/2015 	2 0 1 6 
	NMC1112370 	CC 27 	SILVER RESERVE CORP 	NMC1112344 	LODE 	ACTIVE 	9/2/2015 	2 0 1 6 
	NMC1112371 	CC 28 	SILVER RESERVE CORP 	NMC1112344 	LODE 	ACTIVE 	9/2/2015 	2 0 1 6 
	NMC1112372 	CC 29 	SILVER RESERVE CORP 	NMC1112344 	LODE 	ACTIVE 	9/2/2015 	2 0 1 6 



19 




SCHEDULE B 

Claim map of patented and unpatented mining claims comprising
the “Clay Peters property” and the “Copper Chief property” located in Mineral
County, Nevada. Map shows (in yellow) the historic Clay Peters claim boundary
and (in green) the “Copper Chief property” for purposes of determining Area of
Interest. 


 

20 




SCHEDULE C 

NET SMELTER RETURN ROYALTY AGREEMENT 

This agreement (the “NSR Agreement”) is made as of
November 24, 2015. 

Gold Resource Corporation (the “Company”) hereby grants
to/agrees to pay to Silver Reserve Corp. (the “Royalty Holder”), a
Production Royalty (as herein defined) on minerals produced and sold from the
Property, as more particularly defined in the Option Agreement, as defined
hereafter, on the terms and subject to the conditions herein specified in this
NSR Agreement. 

WHEREAS, according to the Option Agreement dated November 24,
2015 (the “ Option Agreement”), between the Company and the Royalty
Holder, the parties agreed that in certain circumstances the Royalty Holder
would be entitled to receive the Production Royalty in accordance with the terms
of this NSR Agreement;

 NOW, THEREFORE, in consideration of the covenants and
  conditions contained herein, and other valuable consideration, the parties to
  this NSR Agreement agree as follow: 

	1. 	
      Production Royalty



If the Company commences commercial production of Products that
are mined from the Property, the Company grants and will pay the Royalty Holder
a royalty equal to 2% of the Net Smelter Returns on the Unburdened Claims (as
defined in the Option Agreement) and 1% of the Net Smelter Returns on the
Burdened Claims (as defined in the Option Agreement) from all Products sold,
computed as herein provided (the “Production Royalty”). As used herein:


(a)     
“Commencement of commercial production” means the date on which proceeds
from the sale of Products are recorded by the Company as revenues in accordance
with generally accepted accounting principles in the United States.

(b)     
“Minerals” means all precious and base metals and all ores, concentrates,
precipitates, beneficiated products, and solutions containing any of the
aforementioned minerals, and all forms in which such minerals may occur, be
found, extracted or produced on or within the Property; 

(c)     
“Products” means all Minerals and materials of commercial value produced
or derived from the Property; 

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	2. 	
      Net Smelter Returns



As used herein, “Net Smelter Returns” means the Gross
Proceeds less all Allowable Deductions. 

(a)      As
used herein, “Gross Proceeds” will have the following meaning: 

The aggregate of revenue received by
the Company from arms’ lengths purchasers of all Products, plus the fair market
value of all products sold by the Company to persons not dealing at arms’ length
with the Company, plus the Company’s share of proceeds from insurance on the
Products.

(b)      As
used herein, “Allowable Deductions” means the following costs, charges
and expenses paid by the Company for or with respect to Products, after such
Products are shipped from the Property: 

(i)     
charges for treatment in the smelting and refining processes and other
beneficiation processes or procedures (including handling, processing, interest
and provision for settlement fees, costs of umpires, sampling, weighing,
assaying and representation fees, penalties, and other deductions made by the
processor or imposed by law and specifically excluding mining and milling
costs); 

(ii)     
actual costs of transportation (including loading, freight, insurance, security,
transaction taxes, handling, port, demurrage, delay, and forwarding expenses
incurred by reason of or in the course of such transportation) of Products from
the Property to the place of treatment and then to the place of sale; and 

(iii)     
costs or charges of any nature for or in connection with marketing or insurance,
storage, or representation at a smelter or refinery for Products; 

provided that whether Products are
processed on or off the Property in a facility wholly or partially owned by the
Company or by an Affiliate of the Company, Allowable Deductions will not include
any costs that are in excess of those which would be incurred on an arm’s length
basis, or which would not be Allowable Deductions if those Products were
processed by an independent third party. 

	3. 	
      Calculation and Payment of Production
    Royalty




	 	(a) 	
      With respect to each sale or other disposition of
      Products by the Company, the Production Royalty will become due and
      payable within 30 days of the end of the calendar quarter during which the
      Company receives payment for Products sold.

	 	 	 
	 	(b) 	
      All Production Royalty payments will be considered final
      and in full satisfaction of all obligations of the Company with respect
      thereto, unless the Royalty Holder gives the Company written notice
      describing and setting forth a specific objection to the determination
      thereof within 30 days after receipt by the Royalty Holder of a
      “Royalty Statement” representing calculation of the Production
      Royalty payment and including copies of all third party sales invoices
for Products during the respective calendar quarter. If the Royalty Holder
objects to a particular Royalty Statement as herein provided, the Royalty Holder
shall, for a period of 45 days after the Company’s receipt of notice of such
objection, have the right, upon reasonable notice and at reasonable time, to
have the Company’s accounts and records relating to the calculation of the
Production Royalty in question audited by a certified professional accountant
acceptable to the Royalty Holder and to the Company. If such audit determines
that there has been a deficiency or an excess in the payment made to the Royalty
Holder such deficiency or excess will be resolved by adjusting the next
Production Royalty payment or credit due hereunder. The Royalty Holder will pay
all costs of such audit unless a deficiency of 2% or more of the amount
determined by the Company to be due to the Royalty Holder is determined to
exist. The Company will pay the costs of such audit if a deficiency of 2% or
more of the amount due is determined to exist. All books and records used by the
Company to calculate the Production Royalty due hereunder will be kept in
accordance with generally accepted accounting principles consistently applied.
Failure on the part of the Royalty Holder to make claim on the Company for
adjustment to its Production Royalty payment in such 45-day period will
establish the correctness and preclude the filing of exceptions thereto or
making of claims for adjustment thereon, provided that nothing herein will limit
the time in which the Royalty Holder may commence a proceeding for fraud,
concealment or misrepresentation. The foregoing notwithstanding, the parties
further agree that any objection related to the payment of the Third Party
Royalty (as defined in the Option Agreement) that may be raised by such third
party shall be presented at such time and in such manner as specified in the
royalty agreement between the third party and the Royalty Holder.



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	4. 	
      Binding Effect



It is intended that all provisions of this NSR Agreement will
run with the Property and the respective interests of the Company and the
Royalty Holder therein and will be binding upon and inure to the benefit of the
Company and the Royalty Holder, respectively, and their respective successors
and assigns. 

	5. 	
      Recording



Upon request by the Royalty Holder, the Company will record
this NSR Agreement, or evidence of its existence, in the appropriate mining
registry, if allowable under applicable laws.

	6. 	
      No Implied Covenants



The timing, nature, manner and extent of any exploration,
development, mining, production and sale of Products, if any, will be at the
sole discretion of the Company. No implied covenants or conditions whatsoever
will be read into this NSR Agreement, including without limitation any covenants
or conditions relating to exploration, development, prospecting, mining,
production or sale of Products, except for the covenants of good faith and fair
dealing. 

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	7. 	
      Assignment



The Company will have the right to assign the Property, in
whole or in part and will have sole and absolute discretion concerning the sale,
assignment, transfer, conveyance, venturing, encumbrance or other disposition of
the Property, in whole or in part, on such terms and conditions as it determines
appropriate. The Company will require any transferee or assignee of any interest
in the Property to assume in writing the obligation to pay the Royalty Holder
the Production Royalty in accordance with the terms and conditions set forth
herein, and upon such assumption, the Company will be released from all
liability hereunder with respect to the transferred interest in the Property,
except for such liability as has accrued prior thereto. SRC may assign any and
all of its right, title, interest and obligation in the NSR Agreement to IFAM or
any wholly-owned subsidiary of IFAM without the consent of the Company. 

	8. 	
      Sale by Royalty Holder



(a)      If
the Royalty Holder desires to sell or assign all or a portion of the Production
Royalty (the “Offered Interest”), and receives a bona fide offer
(the “Offer”) from a party that is neither the Company nor an Affiliate
of the Company (a “Third Party”), whether negotiations leading to such
Offer were initiated by the Royalty Holder or by the Third Party, the Royalty
Holder may accept the Offer and effect such sale, provided that the Royalty
Holder first gives the Company a right of first refusal with respect to such
Offer in accordance with this section. 

(b)      if
the Royalty Holder intends to accept the Offer, such acceptance must be made
subject to the rights of the Company. The Royalty Holder will give notice (the
“Sale Notice”) to the Company of its intention to sell and of the
terms and conditions of the Offer, including the consideration being offered, if
applicable the cash equivalent of the consideration being offered, and the date
upon which it wishes to consummate the transaction (which date will be no
earlier than 60 days after the date of the Sale Notice). Thereafter, the Company
will have the right, by notice to the Royalty Holder within 45 days after
receipt of the Sale Notice, to elect to purchase the entirety of the Offered
Interest for cash consideration equal in value to the consideration to be paid
by the Third Party as set out in the Offer and in accordance with the other
terms and conditions of the Offer; 

(c)      if
the consideration to be paid for the Offered Interest by the Third Party as set
forth in the Offer is not entirely in cash, then details must be delivered by
the Royalty Holder to the Company with the Sale Notice evidencing that the
non-monetary consideration to be paid by the Third Party to the Royalty Holder
to acquire the Offered Interest is equal to or greater than the cash purchase
price set out in the Notice. 

(d)      the
Royalty Holder will transfer the Offered Interest to the Company upon receipt of
the consideration therefor upon the earlier of (i) a date to be mutually agreed
and (ii) 30 days after Royalty Holder’s receipt of the notice of election to
purchase. Notwithstanding the foregoing, if the Company has not elected to
purchase all of the Offered Interest on the terms set out in this section, the
Royalty Holder will have the right to transfer all of the Offered Interest to the Third Party on
the terms set forth in the Offer at any time within 120 days following the
expiration of the 45 day period in which the Company may elect to purchase the
Offered Interest; and 

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(e)      if
the Royalty Holder fails to consummate the sale to a Third Party within the said
120-day period, the right of first refusal granted to the Company with respect
to such Offered Interest will be revived. Any subsequent proposal to sell such
Offered Interest will be conducted in accordance with all the procedures set
forth in this section. 

(f)      if
the Royalty Holder sells or transfers the Offered Interest to a Third Party, the
change or division in the ownership of the Production Royalty, however
accomplished, will not enlarge the obligations of or diminish the rights of the
Company. No change or division in the ownership of the Production Royalty will
be binding on the Company until ten days after the Company has received a copy
of the sale or assignment instrument duly recorded in the applicable recording
district evidencing the change or division in ownership. 

	9. 	
      Treatment of Product



The Company may, but will not be obligated to, treat, mill,
heap leach, sort, concentrate, refine, smelt, or otherwise process, beneficiate
or upgrade the ores, concentrates, and other mineral product produced from the
Property, at sites located on or off the Property, prior to sale, transfer, or
conveyance to a purchaser, user or other consumer. The Company will not be
liable for mineral values lost in processing under sound practices and
procedures, and no Production Royalty will be due on any such lost mineral
values. 

	10. 	
      Governing Law



This Agreement shall be governed by and construed in accordance
with the laws of the State of Nevada applicable therein. 

	11. 	
      Notice



All notices and other communications under this NSR Agreement
will be in writing and may be delivered personally or transmitted by e-mail or
facsimile as follows: 

	 	To the Royalty Holder: 
	 	Silver Reserve Corp at: 
	 	1135 Terminal Way, Suite 106 
	 	Reno, Nevada 89502 
	 	Attention: Mr. Mason Douglas, President 
	 	Fax: “Redacted" 
	 	Email: “Redacted" with a copy to 
	 	“Redacted" 


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	 	To the Company: 
	 	  	  
	 	Gold Resource Corporation. 
	 	2886 Carriage Manor Point. 
	 	Colorado Springs, Colorado 80906 
	 	Facsimile: 	“Redacted" 
	 	Attention: 	Jason Reid, President 
	 	email: 	“Redacted" 


or to such addresses as each Party may from time to time
specify by notice. Any notice will be deemed to have been given and received if
personally delivered, then on the day of personal service to the recipient
Party, if sent by facsimile transmission and successfully transmitted prior to
4:00 pm (of the time of the receiving Party) on the day of transmission
(provided such day is a Business Day), and if transmitted after 4:00 pm (of the
time of the receiving Party) on that Business Day then on the next Business Day
following the date of transmission. Notice given by email will be deemed to have
been given and received when the recipient acknowledges receipt.

	12. 	
      Counterparts



This NSR Agreement may be executed in any number of
counterparts and by the different Parties hereto on separate counterparts, each
of which when so executed and delivered will be an original, but all such
counterparts together will constitute one and the same instrument. 

	 	COMPANY: 
	 	 
	 	GOLD RESOURCE CORPORATION 
	 	  	  
	 	By: 	/s/
      Jason Reid 
	 		Jason Reid, CEO and President  
	 	  	  
	 	ROYALTY HOLDER: 
	 	 
	 	SILVER RESERVE CORP. 
	 	  	  
	 	By: 	/s/
      Mason Douglas 
	 	  	Mason Douglas, CEO and President



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