Exhibit 10.17


Execution Copy


STOCK PURCHASE AGREEMENT


by and between


Equatorial Mining Limited


(ACN 009 199 482)


and


Idaho General Mines, Inc.


Dated: December 11, 2006
















TABLE OF CONTENTS 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
  ARTICLE I.

  	
   

  	
  DEFINITIONS

  	
   

  	
  2

  
	
  ARTICLE II.

  	
   

  	
  PURCHASE AND SALE

  	
   

  	
  6

  
	
  Section 2.01

  	
   

  	
  Purchase of Company Shares

  	
   

  	
  6

  
	
  Section 2.02

  	
   

  	
  Payment of Purchase Price at Closing

  	
   

  	
  6

  
	
  Section 2.03

  	
   

  	
  Additional Consideration

  	
   

  	
  6

  
	
  Section 2.04

  	
   

  	
  Post-Closing Adjustment

  	
   

  	
  7

  
	
  Section 2.05

  	
   

  	
  Withholding

  	
   

  	
  7

  
	
  ARTICLE III.

  	
   

  	
  REPRESENTATIONS AND WARRANTIES OF SELLER

  	
   

  	
  8

  
	
  Section 3.01

  	
   

  	
  Title to Company Shares

  	
   

  	
  8

  
	
  Section 3.02

  	
   

  	
  Organization and Qualification

  	
   

  	
  8

  
	
  Section 3.03

  	
   

  	
  Authority

  	
   

  	
  8

  
	
  Section 3.04

  	
   

  	
  Validity and Enforceability

  	
   

  	
  8

  
	
  Section 3.05

  	
   

  	
  Governmental Consents

  	
   

  	
  9

  
	
  Section 3.06

  	
   

  	
  No Actions Pending

  	
   

  	
  9

  
	
  Section 3.07

  	
   

  	
  Capital Structure of the Company and Related Matters

  	
   

  	
  9

  
	
  Section 3.08

  	
   

  	
  Bank Accounts

  	
   

  	
  9

  
	
  Section 3.09

  	
   

  	
  Directors and Officers

  	
   

  	
  10

  
	
  Section 3.10

  	
   

  	
  Employees and Independent Contractors

  	
   

  	
  10

  
	
  Section 3.11

  	
   

  	
  NSR

  	
   

  	
  10

  
	
  Section 3.12

  	
   

  	
  No Notice of Violation of Environmental Laws

  	
   

  	
  10

  
	
  Section 3.13

  	
   

  	
  Brokers’ or Finders’ Fees

  	
   

  	
  10

  
	
  ARTICLE IV.

  	
   

  	
  REPRESENTATIONS AND WARRANTIES OF PURCHASER

  	
   

  	
  10

  
	
  Section 4.01

  	
   

  	
  Organization and Qualification

  	
   

  	
  10

  
	
  Section 4.02

  	
   

  	
  Authority

  	
   

  	
  10

  
	
  Section 4.03

  	
   

  	
  Validity and Enforceability

  	
   

  	
  10

  
	
  Section 4.04

  	
   

  	
  Governmental Consents

  	
   

  	
  11

  
	
  Section 4.05

  	
   

  	
  No Actions Pending

  	
   

  	
  11

  
	
  Section 4.06

  	
   

  	
  Intent

  	
   

  	
  11

  
	
  Section 4.07

  	
   

  	
  Sophistication of Purchaser

  	
   

  	
  11

  
	
  Section 4.08

  	
   

  	
  Brokers’ or Finders’ Fees

  	
   

  	
  11

  
	
  Section 4.09

  	
   

  	
  Financial Resources

  	
   

  	
  11

  
	
  ARTICLE V.

  	
   

  	
  CERTAIN COVENANTS, AGREEMENTS AND
  ACKNOWLEDGMENTS

  	
   

  	
  11

  
	
  Section 5.01

  	
   

  	
  Conduct of the Company

  	
   

  	
  11

  
	
  Section 5.02

  	
   

  	
  Access

  	
   

  	
  12

  
	
  Section 5.03

  	
   

  	
  Confidentiality; Copies of Documents

  	
   

  	
  13

  
	
  Section 5.04

  	
   

  	
  Management of the Site

  	
   

  	
  14

  
	
  Section 5.05

  	
   

  	
  Quarterly Reporting

  	
   

  	
  14

  
	
  Section 5.06

  	
   

  	
  Change of Company Name; Continuing Business of the
  Company

  	
   

  	
  15

  
	
  Section 5.07

  	
   

  	
  Notification of Certain Matters

  	
   

  	
  15

  
	
  Section 5.08

  	
   

  	
  Amendments to Exhibit A

  	
   

  	
  15

  



 



 i
 









 


	
  ARTICLE VI.

  	
   

  	
  SURVIVAL; INDEMNIFICATION AND GENERAL RELEASE

  	
   

  	
  16

  
	
  Section 6.01

  	
   

  	
  Survival

  	
   

  	
  16

  
	
  Section 6.02

  	
   

  	
  Indemnification by Seller

  	
   

  	
  16

  
	
  Section 6.03

  	
   

  	
  Indemnification by Purchaser

  	
   

  	
  16

  
	
  Section 6.04

  	
   

  	
  Third Party Claims

  	
   

  	
  17

  
	
  Section 6.05

  	
   

  	
  No Warranty

  	
   

  	
  18

  
	
  ARTICLE VII.

  	
   

  	
  TAX MATTERS

  	
   

  	
  18

  
	
  Section 7.01

  	
   

  	
  Preparation and Filing of Tax Returns; Payment of
  Taxes

  	
   

  	
  18

  
	
  ARTICLE VIII.

  	
   

  	
  CLOSING

  	
   

  	
  19

  
	
  Section 8.01

  	
   

  	
  The Closing

  	
   

  	
  19

  
	
  Section 8.02

  	
   

  	
  Conditions to Purchaser’s Obligation to Close

  	
   

  	
  19

  
	
  Section 8.03

  	
   

  	
  Conditions to Seller’s Obligation to Close

  	
   

  	
  20

  
	
  Section 8.04

  	
   

  	
  Deliveries by Seller

  	
   

  	
  21

  
	
  Section 8.05

  	
   

  	
  Deliveries by Purchaser

  	
   

  	
  21

  
	
  ARTICLE IX.

  	
   

  	
  TERMINATION

  	
   

  	
  21

  
	
  Section 9.01

  	
   

  	
  Termination

  	
   

  	
  21

  
	
  Section 9.02

  	
   

  	
  Effect of Termination

  	
   

  	
  22

  
	
  ARTICLE X.

  	
   

  	
  MISCELLANEOUS

  	
   

  	
  22

  
	
  Section 10.01

  	
   

  	
  Assignment; Benefit of Parties

  	
   

  	
  22

  
	
  Section 10.02

  	
   

  	
  Counterparts

  	
   

  	
  22

  
	
  Section 10.03

  	
   

  	
  Efforts and Cooperation

  	
   

  	
  22

  
	
  Section 10.04

  	
   

  	
  Expenses

  	
   

  	
  23

  
	
  Section 10.05

  	
   

  	
  Index, Captions, Schedules and Exhibits

  	
   

  	
  23

  
	
  Section 10.06

  	
   

  	
  Notices

  	
   

  	
  23

  
	
  Section 10.07

  	
   

  	
  Entire Agreement

  	
   

  	
  24

  
	
  Section 10.08

  	
   

  	
  Governing Law and Choice of Forum

  	
   

  	
  24

  
	
  Section 10.09

  	
   

  	
  Announcements

  	
   

  	
  25

  
	
  Section 10.10

  	
   

  	
  Waiver of Compliance; Modifications

  	
   

  	
  25

  
	
  Section 10.11

  	
   

  	
  Other Persons

  	
   

  	
  25

  
	
  Section 10.12

  	
   

  	
  No Presumption

  	
   

  	
  26

  
	
  Section 10.13

  	
   

  	
  Enforcement

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedules

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Schedule 2.02(a)

  	
   

  	
  Wire
  Instructions for Payment at Closing

  	
   

  	
   

  
	
  Schedule 3.08

  	
   

  	
  Bank Accounts

  	
   

  	
   

  
	
  Schedule 3.09

  	
   

  	
  Directors and
  Officers

  	
   

  	
   

  
	
  Schedule 3.10

  	
   

  	
  Employees and
  Independent Contractors

  	
   

  	
   

  
	
  Schedule 3.13

  	
   

  	
  Sellers’
  Brokers’ or Finders’ Fees

  	
   

  	
   

  
	
  Schedule 5.01(c)

  	
   

  	
  Contracts and
  Commitments

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibits

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A

  	
   

  	
  Legal
  Description of Tonopah Mine Site

  	
   

  	
   

  



 



 ii















STOCK PURCHASE AGREEMENT


THIS STOCK PURCHASE AGREEMENT, dated this 11th day of December, 2006,
is by and between Equatorial Mining Limited (ACN 009 199 482), an Australian
corporation (“Seller”) and Idaho General Mines, Inc., an Idaho corporation (“Purchaser”).


WITNESSETH:


WHEREAS, the issued and outstanding capital stock of Equatorial Mining
North America, Inc., a Delaware corporation (the “Company”), consists of 65,714
shares of Preferred Stock and 100 shares of Common Stock with no par value per
share (collectively, the “Company Shares”), all of which are owned by the
Seller;


WHEREAS, the Company owns 100% of the outstanding stock of Equatorial
Tonopah, Inc., a Delaware corporation (“ETI”), which in turns owns 100% of the
outstanding stock of Tonopah CTMC Inc., a Delaware corporation (“TCTMC” and
together with ETI, the “Subsidiaries” and each a “Subsidiary”);


WHEREAS, each of the Subsidiaries has engaged in mining, beneficiation,
mineral processing and related operations at a mine site commonly referred to
as the Tonopah Mine located near the town of Tonopah in the State of Nevada, as
more fully described in Exhibit A attached hereto (the “Site”);


WHEREAS, the Company and/or each of the Subsidiaries has or may have
certain obligations and liabilities under various federal, state and local
laws, regulations and permits relating to the Site, including obligations and
liabilities relating to closure, post-closure monitoring, reclamation, and
other environmental matters;


WHEREAS, the Subsidiaries, collectively, own a non-participating
production royalty, equal to twelve per centum (12%) of the net smelter
returns, as described in the Nye County, Nevada Document Numbers 585208
and 585209, in all minerals, concentrates, or products thereof mined and
removed from the Site, as more fully described in that certain Quitclaim Deed
executed October 29, 2003 by ETI and that certain Quitclaim Deed executed
October 29, 2003 by TCTMC (the “NSR”);


WHEREAS, the Purchaser owns the private portions of the Site and owns
exclusive mining claims and millsite claims with respect to the public portions
of the Site; and


WHEREAS, Seller is willing to sell the Company Shares to Purchaser, and
Purchaser is willing to purchase the Company Shares from Seller, pursuant to
the terms and conditions hereof.


NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants, representations and warranties contained in this Agreement,
and for the purpose of prescribing the terms and conditions pursuant to which
Seller will sell the Company Shares to Purchaser, and such other provisions as
are deemed necessary or desirable, the Parties hereto do hereby agree as
follows:













ARTICLE I.                                DEFINITIONS


For purposes of this Agreement, the following terms shall have the
following meanings (such meanings applicable to both the singular and plural
forms of the terms defined):


“Affiliate” means, with respect to any Person (the “Specified Person”),
any Person other than the Specified Person directly or indirectly controlling,
controlled by or under direct or indirect common control with, the Specified
Person.  For the purpose of this
definition, the term “control” when used with respect to any Specified Person
means the possession, directly or indirectly, of power to direct or cause the
direction of the management and policies of such Specified Person, whether
through the ownership of voting securities or by contract or otherwise.


“Agreement” means this Stock Purchase Agreement and all Schedules and
Exhibits attached hereto, as currently written and as duly amended, modified or
supplemented from time to time.


“Business Day” means any day on which the New York Stock Exchange is
open for business.


“CERCLA” means the federal Comprehensive Environmental Response,
Compensation and Liability Act, as amended, 42 U.S.C.  § 9601 et seq.


“Claim” means any and all past, present or future claims, demands,
complaints, lawsuits, causes of action, investigations, arbitrations, or other
requests or petitions to take or refrain from taking any action or seeking
monetary, injunctive, or other relief, regardless of when the same arose or
were made or asserted or by whom made or asserted, and regardless of whether
the factual and/or legal basis for same is known or unknown or foreseen or
unforeseen as of the Closing Date, including all such claims seeking Damages.


“Closing” has the meaning set forth in Section 8.01 of this
Agreement.


“Closing Date” has the meaning set forth in Section 8.01 of
this Agreement.


“Code” means the Internal Revenue Code of 1986, as amended.


“Company” means Equatorial Mining North America, Inc., a Delaware
corporation.


“Company Shares” means the issued and outstanding stock of the Company
(consisting of 65,714 shares of Preferred Stock and 100 shares of Common
Stock).


“Confidential Company Information” has the meaning set forth in Section 5.03(b)
of this Agreement.


“Damages” means any and all damages (including compensatory, special,
exemplary, and/or punitive damages), costs (including restoration costs,
mitigation costs, and response costs under CERCLA and other Environmental
Laws), natural resources damages, expenses (including attorneys fees and
litigation costs) and any other liabilities or losses or monetary or
nonmonetary



 2
 









relief of any kind (whether arising out of contracts,
judgments, orders, settlements, assessments or otherwise), together with any
penalties, taxes, and interest on any of the above.


“Designated Courts” has the meaning set forth in Section 10.08
of this Agreement.


“Dollar” and “$” means United States dollars.


“Environmental Laws” means any and all Laws containing or imposing
obligations or liabilities upon Persons with respect to or relating to releases
or discharges of substances to any environmental medium (including surface
water, groundwater, soils, and air) or imposing management, permit, closure,
post-closure, reclamation, clean-up, restoration or other similar obligations
or liabilities, and includes, without limitation, the Solid Waste Disposal Act
(also known as the Resource Conservation and Recovery Act), 42 U.S.C.  § 6901 et seq., CERCLA, the Federal
Water Pollution Control Act, 33 U.S.C. 
§ 1251 et seq., the Clean Air Act, 42 U.S.C.  § 7401 et seq., the Toxic Substances
Control Act (“TSCA”), 15 U.S.C. 
§ 2601 et seq., the Emergency Planning and Community Right to Know Act,
42 U.S.C.  § 11001 et seq., the
Federal Land Policy and Management Act, 43 U.S.C.  § 1701 et seq., any regulations
implementing these Acts (including the regulations found at 43 C.F.R.  Part 3809), and any State or local laws or
regulations that are analogs to the above-referenced federal laws (including,
without limitation, the Nevada Water Pollution Control Law, Nev.  Rev. 
Stat.  § 445A.300 et seq.,
the Nevada Reclamation statute, Nev. 
Rev.  Stat.  § 519A.010 et seq., and any regulation
implementing those statutes, including the regulations found at Nev.  Admin. 
Code § 445A.070 et. 
seq.  and § 519A.010 et
seq.).


“Environmental Permits” means all permits or licenses required by
and/or issued by any governmental entity under any Environmental Law, including
the Existing Permits.


“Estimated Closing Cash Amount” shall have the meaning set forth in Section 2.02
of this Agreement.


“ETI” has the meaning set forth in the second Whereas clause above.


“Existing Permits” has the meaning set forth in Section 5.04
of this Agreement.


“Expected Released Cash” has the meaning set forth in Section 2.02(b)
of this Agreement.


“GAAP” means generally accepted accounting principles in the United
States.


“Hazardous Substance” means any substance, material, waste, or other
thing that is designated as, or regulated as, a hazardous substance, hazardous
material, hazardous waste, toxic substance or contaminant or pollutant under,
or that is subject to reporting requirements or triggers liability under, any
Environmental Law, including all hazardous substances, pollutants, and
contaminants under CERCLA, all hazardous wastes under RCRA, all pollutants
under the Clean Water Act, and any chemical substance regulated under TSCA.



 3
 









“Income Taxes” means all U.S. 
federal, state, local, provincial or foreign income, withholding,
alternative or add-on minimum, gross income, gross receipts, franchise license
or profits or similar taxes of any kind whatsoever.


“Indebtedness” means, with respect to any Person, (a) indebtedness
for borrowed money, (b) obligations evidenced by bonds, debentures, notes
or other similar instruments, including obligations incurred in connection with
the acquisition of property, assets or businesses, (c) obligations in
respect of letters of credit or other similar instruments (including
reimbursement obligations with respect thereto), (d) obligations issued or
assumed as the deferred purchase price of property or services,
(e) obligations under sale-leaseback transactions, (f) all
obligations of such Person as lessee that are capitalized in accordance with
GAAP and (g) guarantees of the obligations of other Persons or for which
such first Person is otherwise responsible as obligor, guarantor or otherwise.


“Initial Production Date” means that date subsequent to the date hereof
on which Purchaser, or any other Person, first (i) removes from the Site any
Subject Ore, (ii) engages in any beneficiation or processing activities with
respect to any Subject Ore, or (iii) stockpiles or otherwise moves about the
Site more than Five Hundred Thousand (500,000) tons of any Subject Ore, other
than stockpiling or moving Subject Ore about the Site for the sole purpose of
remediating the release or threatened release of Hazardous Substances at the
Site that pose a danger to health or the environment.


“Law” means any law, statute, rule, regulation, ordinance,
constitution, treaty, code, order, rule of common law or other pronouncement
having the effect of law of the United States of America, any state or
political subdivision thereof, any Indian Tribe, any foreign country or any
foreign state, or of any governmental or regulatory body.


“Lien” means, with respect to any asset, any mortgage, deed of trust,
lien, pledge, charge, encumbrance, security interest, title defect, or claim of
any kind in respect of such asset.


“Non-Disclosure Agreement” has the meaning set forth in Section 5.03(a)
of this Agreement.


“NSR” has the meaning set forth in the fifth Whereas clause above.


“Order” means any writ, judgment, decree, award, assessment, stipulation,
determination, ruling, injunction or similar order or directive of any court,
governmental or regulatory body, in each case whether preliminary or final.


“Party” means the Seller or the Purchaser.


“Person” means a natural person, a corporation, a partnership, a joint
venture, an association, a trust or any other entity or organization including
a government or political subdivision or an agency or instrumentality thereof.


“Post-Closing Transfer” has the meaning set forth in Section 2.03
of this Agreement.



 4
 









“Pre-Closing Tax Returns” has the meaning set forth in Section 7.01(a)
of this Agreement.


“Purchaser” has the meaning set forth in the Preamble.


“Purchaser Indemnitees” has the meaning set forth in Section 6.02
of this Agreement.


“Representative” means, with respect to any Person, any Affiliate of
such Person and any officer, director, employee, independent contractor, agent,
advisor (including attorney, engineer and accountant), shareholder, member or
partner of such Person or any such Affiliate.


“Securities Act” has the meaning set forth in Section 4.06
of this Agreement.


“Seller” has the meaning set forth in the Preamble.


“Seller Indemnitees” has the meaning set forth in Section 6.03
of this Agreement.


“Site” has the meaning set forth in the third Whereas clause above.


“Subject Ore” means any molybdenum-, copper-, or other mineral-or
metal-bearing ore mined or extracted from any surface, underground, or other
area at, in, under or about the Site, other than (i) for construction,
(ii) for exploration or sampling activities or use in test pilot plant
activities, or (iii) overburden that is removed to waste piles.


“Subsidiary” has the meaning set forth in the second Whereas clause
above.


“TCTMC” has the meaning set forth in the second Whereas clause above.


“Tax” or “Taxes” (and, with correlative meanings, “Taxable” or “Taxing”)
mean, with respect to any Person, (i) all Income Taxes, (ii) all
sales, use, ad valorem, transfer, recording, employment (including federal and
state income tax withholding, backup withholding, FICA, FUTA or other payroll
taxes), environmental, excise, severance, stamp, occupation, premium,
prohibited transaction, property, value-added, net worth, or any other
U.S.  federal, state, local, provincial
or foreign taxes, customs, tariffs, imposts, levies, duties, government fees or
other like assessments or charges of any kind whatsoever, (iii) any
interest, penalties and additions attributable to any items listed in
clauses (i) and (ii) of this paragraph and (iv) any liability in respect
of any items described in clauses (i), (ii) and/or (iii) payable by reason
of contract, assumption, transferee liability, operation of Law, Treasury
Regulation Section 1.1502-6(a) (or any predecessor or successor thereof or any
similar provision under Law or otherwise).


“Tax Contest” has the meaning set forth in Section 7.01(b) of
this Agreement.


“Tax Data” has the meaning set forth in Section 7.01(b) of
this Agreement.


“Tax Returns” means any return, report, declaration, information
return, statement or other document filed or required to be filed (including
electronically) with any Taxing Authority (including any schedule or attachment
thereto, and including any amendment thereof) in 



 5
 









connection with the determination, assessment or
collection of any Tax or the administration of any laws, regulations or
administrative requirements relating to any Tax.


“Taxing Authority” means any domestic or foreign governmental authority
having responsibility for determining, assessing or collecting taxes or
administrating or enforcing any laws, regulations or administrative
requirements relating to any Tax.


“Transfer Taxes” has the meaning set forth in Section 7.01(d)
of this Agreement.


“Transfer Tax Returns” has the meaning set forth in Section 7.01(d)
of this Agreement.


ARTICLE II.                            PURCHASE
AND SALE


Section 2.01                                Purchase
of Company Shares.    Subject to the terms and
conditions set forth in this Agreement, at the Closing, Seller shall sell,
transfer, assign and deliver to Purchaser duly executed certificates representing
all (and not less than all) of the Company Shares, in proper form for transfer,
and Purchaser shall purchase and accept the Company Shares from Seller, free
and clear of all Liens.


Section 2.02                                Payment
of Purchase Price at Closing.  (a)                   In consideration for the sale and
delivery of the Company Shares to Purchaser, and in addition to the Purchaser’s
other covenants and obligations hereunder, Purchaser will pay to Seller at the
Closing, in immediately available funds in accordance with the wire instructions
provided in Schedule 2.02, an amount equal to the sum of
(i) Three Million Five Hundred Thousand United States Dollars (U.S.  $3,500,000) plus (ii) the Estimated
Closing Cash Amount defined in paragraph (b) below.


(b)                                 At
least three (3) Business Days prior to the Closing, Seller shall in good faith
prepare and deliver to Purchaser an unaudited statement of the amount of cash
and cash equivalents of the Company and its Subsidiaries (on a consolidated
basis in accordance with GAAP) expected as of the Closing (the “Estimated
Closing Cash Amount”).  For purposes of
this Agreement, the Estimated Closing Cash Amount, the Closing Cash Amount (as
defined in Section 2.04(a)), and the Final Closing Cash Amount (as defined in
Section 2.04(a)) shall include as cash one-half (1/2) of any amount that is
reasonably expected to be released within six (6) months following the Closing
under the bond serving as financial assurance with respect to the Existing
Permits due to work performed at the Site prior to Closing (such total amount
expected to be released, the “Expected Released Cash”).


Section 2.03                                Additional
Consideration.    As additional consideration,
Purchaser shall pay to Seller Six Million United States Dollars (U.S.  $6,000,000) (the “Post-Closing Payment”)
within thirty (30) days after the Initial Production Date.  In the event that, prior to the Initial
Production Date, as a result of a transaction or series of transactions, (i)
Purchaser no longer owns, directly or indirectly, more than 50% of the NSR or
(ii) if the NSR has been amended or terminated, Purchaser no longer owns,
directly or indirectly, more than 80% (by value) of its current direct or
indirect interest in the Site (including its interest in the surface estate,
the mineral estate, or any lode claims, other mining claims or millsite claims
relating to the Site or any portion thereof) (any such transaction or
transactions resulting in any case described in clauses (i) or (ii), a “Post-Closing
Transfer”), then Purchaser shall pay Seller the Post-Closing Payment within
thirty (30) days of such Post-Closing Transfer. 
For avoidance of doubt, a Post-



 6
 









Closing Transfer shall
not include (x) any transfer to an Affiliate as part of a corporate
restructuring of Purchaser, (y) any merger, sale, consolidation, business
combination, share exchange or similar transaction or series of related
transactions which results in a change of ownership or control of Purchaser,
including any such transaction in which Purchaser does not continue as a
surviving entity (in which case the successor shall assume the obligations of
Purchaser hereunder) and (z) Purchaser’s forming a joint venture or
partnership to finance the development of the Site or Purchaser’s interests in
or claims with respect to the Site, provided that Purchaser retains a 50% or
greater interest in such joint venture or partnership.  Within twenty (20) days of the Initial
Production Date or a Post-Closing Transfer, Purchaser shall notify Seller and
obtain from Seller wire instructions for the Post-Closing Payment.  The Post-Closing Payment shall be paid in
immediately available funds in accordance with such wire instructions.


Section 2.04                                Post-Closing
Adjustment.


(a)                                  Within
thirty (30) days after the Closing Date, Purchaser shall deliver to Seller a
written statement of the amount of cash and cash equivalents of the Company and
its Subsidiaries (on a consolidated basis in accordance with GAAP) as of the
Closing (the “Closing Cash Amount”).  If
Seller fails to raise any objections to the Closing Cash Amount on such
statement within 10 days of receipt thereof, the Closing Cash Amount shall
thereinafter be deemed to be the Final Closing Cash Amount.  If Seller does raise any such objection, the
Parties shall negotiate in good faith to resolve any disagreements with respect
to the Closing Cash Amount and shall agree on the Final Closing Cash
Amount.  During such ten (10) day period,
Purchaser shall provide Seller with access to the books and records of the
Company and the Subsidiaries relating to the cash and cash equivalents held by
the Company and the Subsidiaries as of the Closing.  If the Parties are unable to agree on the
Final Closing Cash Amount for a period of more than thirty (30) days from
Seller’s notice of objection, the Parties will refer such disagreement to a
mutually acceptable accounting firm for a final and binding determination of
the Final Closing Cash Amount.


(b)                                 In
the event that the Final Closing Cash Amount exceeds, by more than Ten Thousand
Dollars ($10,000.00), the Estimated Closing Cash Amount, Purchaser shall
promptly pay all of such excess to Seller. 
In the event that the Final Closing Cash Amount is more than Ten
Thousand Dollars ($10,000.00) less than the Estimated Working Capital Amount,
Seller shall promptly pay all of such deficit to Purchaser.


(c)                                  In
the event that (i) the Final Closing Cash Amount includes any Expected
Released Cash and (ii) all of the Expected Released Cash has not been
released by the Bureau of Land Management and the Nevada Division of
Environmental Protection under the bond serving as financial assurance with
respect to the Existing Permits within six (6) months after Closing, then
one-half (1/2) of the portion of such Expected Released Cash not so released
shall be promptly reimbursed by Seller to Purchaser upon notice by Purchaser.


Section 2.05                                Withholding.  


(a)                                  Purchaser
may withhold from any payment to Seller pursuant to Article II any Tax required
to be withheld under applicable Law.



 7
 









(b)                                 The
Parties agree that, pursuant to Code section 1445(a), Purchaser shall deduct
and withhold 10 percent from any payment to Seller pursuant to Article II with
respect to the sale of the Company Shares, unless at least ten (10) days prior
to Closing (or, if applicable, on the date that any subsequent payment pursuant
to this Article II may be due) Seller provides Purchaser with a certificate
pursuant to Treasury Regulations section 1.1445-2(c)(3)(i) and
1.897-2(h) stating that the Company Shares are not a United States real
property interest and a reasoned explanation in writing for the Seller’s
position that the Company Shares are not a United States real property
interest.  Purchaser shall determine in
good faith whether, consistent with Treasury Regulations
section 1.1445-2(c)(3)(ii), it can rely on such certificate, in which
case Purchaser shall not withhold tax from any payments to Seller pursuant to
Code section 1445.  Purchaser shall make
reasonable efforts to cooperate with Seller to resolve any differences in
interpretation of Code section 1445. 
Purchaser shall promptly remit any funds deducted and withheld pursuant
to Code section 1445 to the IRS as required by the applicable Tax Law.


(c)                                  All
amounts withheld pursuant to this Section 2.05 shall be deemed to have
been paid to Seller in satisfaction of Purchaser’s obligations pursuant to this
Section 2.05.


ARTICLE III.                        REPRESENTATIONS
AND WARRANTIES OF SELLER


Seller represents and warrants to Purchaser as of the date hereof and
as of the Closing Date that:


Section 3.01                                Title
to Company Shares.    Seller has full right, title, and
interest in and to the Company Shares free and clear of any Liens.  Subject to the terms and conditions of this
Agreement, Seller will transfer and deliver to Purchaser at Closing all of its
right, title and interest in and to the Company Shares, free and clear of any
and all Liens or rights of any Person other than Purchaser.


Section 3.02                                Organization
and Qualification.    Seller is a corporation duly
organized, validly existing and in good standing under the laws of
Australia.  Seller has all requisite
corporate power and corporate authority (i) to own and to sell the Company
Shares; and (ii) to enter into and to be bound by the terms and conditions
of this Agreement, and to consummate the transactions contemplated hereby.


Section 3.03                                Authority.    There
exist no legal, contractual or other restriction upon Seller’s capacity and
right to sell the Company Shares to Purchaser pursuant to the terms and
conditions of this Agreement.  The
execution and delivery of this Agreement by Seller has been authorized by all
necessary corporate action on the part of Seller.  Seller has the requisite corporate power and
corporate authority to enter into, execute and deliver this Agreement, to
consummate the transactions contemplated by this Agreement, to sell the Company
Shares to Purchaser, and to take any and all other actions required to be taken
by it pursuant to the terms and conditions of this Agreement.


Section 3.04                                Validity
and Enforceability.    This Agreement has been duly
executed and delivered by Seller and when delivered constitutes a legal, valid
and binding obligation of Seller, enforceable by Purchaser against Seller in
accordance with its terms and conditions, except as the enforcement hereof may
be limited by bankruptcy, insolvency, moratorium or other laws 



 8
 









relating to or limiting
creditors’ rights generally or by general principles of equity, regardless of
whether such enforceability is considered in a proceeding at law or in equity.


Section 3.05                                Governmental
Consents.    No
authorization, consent, approval, exemption or other action by or notice to or
filing with any court or administrative or governmental body is required to
permit Seller to execute and deliver this Agreement, to consummate the
transactions contemplated by this Agreement, to comply with and fulfill the
terms and conditions of this Agreement, or to sell the Company Shares to
Purchaser.


Section 3.06                                No
Actions Pending.    There
are no actions, suits, proceedings or investigations pending or, to the
knowledge of Seller, threatened, against Seller which in any manner challenge
or seek to prevent, enjoin, alter or materially delay the transactions
contemplated by this Agreement, by or before any court, arbitrator or
administrative or governmental body.


Section 3.07                                Capital
Structure of the Company and Related Matters.


(a)                                  The
total authorized capital stock of the Company consists solely of 150,000 shares
of preferred stock and 1,000 shares of common stock, with no par value per
share, of which 65,714 shares of preferred stock and 100 shares of common stock
are issued and outstanding.  All issued
and outstanding Company Shares are owned of record and beneficially by
Seller.  All Company Shares have been
duly authorized, validly issued, and are fully paid and non-assessable.  There are no outstanding options, warrants or
other rights to acquire any shares of capital stock of the Company, or
securities convertible into or exchangeable for, or which otherwise confer on
the holder thereof any right to acquire, any shares of capital stock of the Company,
nor is the Company committed to issue any such option, warrant, right or
security.


(b)                                 Except
for the Subsidiaries, the Company owns no equity interest in any other
Person.  The total authorized capital
stock of ETI consists solely of 50,000 shares of preferred stock and 1,000
shares of common stock, with no par value per share, of which 29,244 shares of
preferred stock and 100 shares of common stock, all of which are owned by the
Company free and clear of any Liens, are issued and outstanding.  The total authorized capital stock of TCTMC
consists solely of 100 shares of common stock, with no par value per share, all
of which are issued and outstanding and owned by ETI free and clear of any
Liens.  All issued and outstanding shares
of the Subsidiaries have been duly authorized, validly issued, and are fully
paid and non-assessable.  There are no
outstanding options, warrants or other rights to acquire any shares of capital
stock of the Subsidiaries, or securities convertible into or exchangeable for,
or which otherwise confer on the holder thereof any right to acquire, any
shares of capital stock of the Subsidiaries, nor is either Subsidiary committed
to issue any such option, warrant, right or security.


Section 3.08                                Bank
Accounts.    To the knowledge of Seller, Schedule
3.08 sets forth a complete and correct list containing the names of each
bank in which the Company or either Subsidiary has an account or safe deposit
box or lock box, the account or box number, as the case may be, and the name of
each Person authorized to draw thereon or having access thereto.



 9
 









Section 3.09                                Directors
and Officers.     Schedule 3.09 sets forth a
list of all of the current directors and officers of the Company and each
Subsidiary.


Section 3.10                                Employees
and Independent Contractors.     Schedule 3.10
sets forth a list of all of the current employees, consultants and independent
contractors of the Company and each Subsidiary.


Section 3.11                                NSR.    
The NSR is owned in whole by the Subsidiaries and neither Subsidiary has transferred
any right, title or interest in or to the NSR to or in favor of any third
Person.  Since August 24, 2006, none of
the Company or the Subsidiaries has received any notice of default, forfeiture
or termination of or demand under the NSR.


Section 3.12                                No
Notice of Violation of Environmental Laws.     Since
August 24, 2006, neither the Company nor either Subsidiary has received
any written notice of violation, hearing, correction order, cessation order,
notice of fine or penalty, notice of proposed assessment or other written
notice from any governmental or regulatory authority that it is not in
compliance with any Environmental Laws.


Section 3.13                                Brokers’
or Finders’ Fees.     Except as set forth on Schedule 3.13,
no agent, broker, investment banker or other Person acting on behalf of Seller,
its Affiliates or any of their respective directors or officers, or under the
authority of any of them, is or will be entitled to any broker’s or finder’s
fee or any other commission or similar fee, directly or indirectly, in
connection with any of the transactions contemplated hereby.  Neither the Company nor the Subsidiaries is
or shall be responsible for any such fee or commission due to the persons set
forth on Schedule 3.13.


ARTICLE IV.                       REPRESENTATIONS
AND WARRANTIES OF PURCHASER


Purchaser represents and warrants to Seller as of the date hereof and
as of the Closing Date that:


Section 4.01                                Organization
and Qualification.     Purchaser is a corporation duly
incorporated, validly existing and in good standing under the laws of
Idaho.  Purchaser has all requisite
corporate power and corporate authority to purchase the Company Shares, to
enter into and to be bound by the terms and conditions of this Agreement, and
to consummate the transactions contemplated hereby.


Section 4.02                                Authority.    
There exist no legal, contractual or other restrictions upon Purchaser’s
capacity and right to purchase the Company Shares from Seller pursuant to the
terms and conditions of this Agreement. 
The execution and delivery of this Agreement by Purchaser has been
authorized by all necessary corporate action on the part of Purchaser, and
Purchaser has the requisite corporate power and corporate authority to enter
into, execute and deliver this Agreement, to consummate the transactions contemplated
by this Agreement, and to take any and all other actions required to be taken
by it pursuant to the terms and conditions of this Agreement.


Section 4.03                                Validity
and Enforceability.     This Agreement has been duly
executed and delivered by Purchaser and when delivered constitutes a legal,
valid and binding obligation of 



 10
 









Purchaser, enforceable by
Seller against Purchaser in accordance with its terms and conditions, except as
the enforcement hereof may be limited by bankruptcy, insolvency, moratorium or
other laws relating to or limiting creditors’ rights generally or by general
principles of equity, regardless of whether such enforceability is considered
in a proceeding at law or in equity.


Section 4.04                                Governmental
Consents.     No authorization, consent, approval,
exemption or other action by or notice to or filing with any court or
administrative or governmental body is required to permit Purchaser to execute
and deliver this Agreement, to consummate the transactions contemplated by this
Agreement, to comply with and fulfill the terms and conditions of this
Agreement or to purchase the Company Shares from Seller.


Section 4.05                                No
Actions Pending.     There are no actions, suits,
proceedings or investigations pending or, to the knowledge of Purchaser,
threatened, against Purchaser which in any manner challenge or seek to prevent,
enjoin, alter or materially delay the transactions contemplated by this
Agreement, by or before any court, arbitrator or administrative or governmental
body.


Section 4.06                                Intent.    
Purchaser is acquiring the Company Shares for its own account and not with a
view to, or for sale in connection with, any distribution of the Company Shares
within the meaning of the United States Securities Act of 1933, as amended 15
U.S.C.  § 77a et seq.  (the “Securities Act”).  Purchaser will not sell or otherwise dispose
of any of the Company Shares in a manner which would require registration under
the Securities Act or any applicable blue sky law unless such registrations are
effected.


Section 4.07                                Sophistication
of Purchaser.     Purchaser has such knowledge and
experience in financial and business matters that it is capable of evaluating
the merits and risks of its purchase of the Company Shares and capable of
bearing the economic risks of such investment.


Section 4.08                                Brokers’
or Finders’ Fees.     No agent, broker, investment
banker or other Person acting on behalf of Purchaser or any of its directors or
officers, or under the authority of any of them, is or will be entitled to any
broker’s or finder’s fee or any other commission or similar fee, directly or
indirectly, in connection with any of the transactions contemplated hereby.


Section 4.09                                Financial
Resources.     Purchaser has, or will have before
Closing, the financial resources and ability to purchase the Company Shares as
contemplated by this Agreement and to fulfill all of its other obligations
hereunder.


ARTICLE V.                           CERTAIN
COVENANTS, AGREEMENTS AND ACKNOWLEDGMENTS


Section 5.01                                Conduct
of the Company.     Except as otherwise contemplated
herein, from the date hereof until the Closing Date, Seller shall cause the
Company and the Subsidiaries to conduct their businesses in the ordinary course
consistent with past practices.  Without
limiting the generality of the foregoing, and except as otherwise contemplated
herein or otherwise consented to by Purchaser (which consent shall not be
unreasonably withheld), from the date hereof until the Closing Date, Seller
shall cause the Company and the Subsidiaries to:



 11
 









(a)                                  not
adopt or propose any change in their respective corporate charters or bylaws;


(b)                                 not
(i) merge or consolidate with any other Person, (ii) acquire stock or
any other equity interest of any other Person or (iii) acquire any other
assets, individually or in the aggregate, with an aggregate book value or fair
market value in excess of $10,000;


(c)                                  not
sell, lease, license or otherwise dispose of any of the Company’s or the
Subsidiaries’ assets or property except (i) pursuant to existing contracts
or commitments listed on Schedule 5.01(c) (or renewals or extensions
thereof) and (ii) in the ordinary course consistent with past practices,
but in any event individually or in the aggregate not having a book value or
fair market value in excess of $20,000;


(d)                                 not
effect any direct or indirect redemption, purchase or other acquisition of any
Company or Subsidiary securities, or declare, set aside or pay any dividend or
make any other distribution of assets of any kind whatsoever with respect to
any Company or Subsidiary securities;


(e)                                  not
issue any securities;


(f)                                    not
incur, individually or in the aggregate, any Indebtedness in excess of $10,000;


(g)                                 not
enter into any contract except in the ordinary course of business consistent
with past practice and not modify or amend in any material respect or terminate
(other than by allowing a contract to lapse) any contract to which the Company
or either Subsidiary is a party;


(h)                                 not
loan or advance money or other property to any of its present or former
officers, directors or employees;


(i)                                     pay
its debts and Taxes when due subject to good faith disputes over such debts and
Taxes;


(j)                                     not
make or change any Tax election, any annual Tax accounting period, or any
method of Tax accounting, or file any amended Tax Return, enter into any
closing agreement, settle any Tax claim or assessment, surrender any right to
claim a Tax refund, or consent to any extension or waiver of the limitations
period applicable to any Tax claim or assessment;


(k)                                  not
hire any new employee, consultant or independent contractor or change or modify
the compensation package or other benefits of any current employee, consultant
or independent contractor, other than by renewal or extension, on substantially
similar terms of, any existing contract or arrangement;


(l)                                     maintain
existing insurance coverage; or


(m)                               not
knowingly take any action that would render any of Seller’s representations or
warranties herein untrue or incorrect.


Section 5.02                                Access.    
From the date hereof until the Closing Date, and subject to any applicable attorney
client and work product privileges, the Seller shall cause the Company to 



 12
 









(a) give, and shall
cause each Subsidiary to give, Purchaser and its Representatives, access, upon
reasonable notice and during normal business hours, to all employees, offices,
properties, warehouses and other facilities and books and records of the
Company and its Subsidiaries, (b) permit Purchaser and its Representatives
to make such inspections as they may require; (c) cause the employees,
officers and directors of the Company and each Subsidiary to furnish Purchaser
and its Representatives such financial, tax, and other data and information
relating to the Company and its Subsidiaries as such Persons may from time to
time reasonably request and (c) provide reasonable access to and
facilitate meetings with the employees, officers, directors, independent
contractors, consultants, counsel and financial advisors of the Company and its
Subsidiaries and instruct such persons to cooperate with Purchaser and its
Representatives in its investigation of the Company and its Subsidiaries.


Section 5.03                                Confidentiality;
Copies of Documents.   (a)             That certain non-disclosure letter
agreement by and between the Purchaser and the Seller dated as of the date
hereof (the “Non-Disclosure Agreement”) shall remain in full force and effect
in accordance with its terms until the Closing, at which time it is hereby
terminated; provided, that Section 3 of the Non-Disclosure Agreement
shall, so long as this Agreement is in effect, not apply and the subject matter
of such Section 3 shall instead be addressed by Section 10.09 of
this Agreement.  After the Closing, the
provisions of this Section 5.03 shall replace the Non-Disclosure
Agreement.  If this Agreement is, for any
reason, terminated prior to the Closing being consummated, the Non-Disclosure
Agreement shall nonetheless continue in full force and effect in all respects
in accordance with its terms.


(b)                                 Following
the Closing, Seller and its Affiliates will hold, and will use their reasonable
best efforts to cause their respective Representatives to hold, in confidence,
unless compelled to disclose by judicial or administrative process or by other
requirements of applicable Law and following prompt notice to Purchaser to
afford the opportunity to prevent such disclosure, all documents and
information concerning the Company and its Subsidiaries (“Confidential Company
Information”), except to the extent that such information can be shown to have
been in the public domain through no fault of Seller or its Affiliates.  Notwithstanding the foregoing, Seller may
disclose such Confidential Company Information (i) to its Representatives
so long as such Persons are informed by Seller of the confidential nature of
such information and are directed by Seller to treat such information
confidentially in accordance with this Agreement, and (ii) in connection
with the defense or other response to any Claims brought against Seller or its
Affiliates relating to the Company, either Subsidiary, or the Site, provided
that Seller and any such Affiliates notify Purchaser before any such disclosure
and make reasonable best efforts to protect the confidentiality of such
Confidential Company Information in the context of such Claim.


(c)                                  (i)                                     Notwithstanding
anything to the contrary contained herein or otherwise, Seller shall be
entitled to retain a copy of any and all documents, files and other materials
(whether electronic or otherwise) of or relating to the Company, either
Subsidiary, or the Site.  Seller agrees
that any such documents, files and other materials that it retains pursuant to
this Section shall constitute Confidential Company Information subject to
Section 5.03(b).


                                                (ii)                                  Purchaser
shall not destroy, shall cause the Company and the Subsidiaries not to destroy,
and shall cause any successor to the foregoing not to destroy, any such 



 13
 









documents, files or other materials for a period of at
least five (5) years following the Closing (or longer to the extent required by
applicable Law or otherwise) and shall provide Seller (at Seller’s expense)
with a copy of any such documents, files or other materials requested by the
Seller following the Closing to the extent Seller has a reasonable need for
such materials.


(d)                                 From
and after the date of Closing, Seller agrees that if it discovers in its
possession or in the possession of any of its Affiliates any books and records
that belong to the Company or either Subsidiary, it will promptly provide the
originals thereof to the Purchaser. 
Seller agrees that any such books and records shall constitute
Confidential Company Information subject to Section 5.03(b), and Purchaser
agrees that any such books and records will be subject to
Section 5.03(c).  From time to time
within eighteen (18) months after the Closing, Purchaser may request that
Seller provide financial information in the possession of Seller or its
Affiliates that relates to the Company or the Subsidiaries.  If Seller has reasonable access to such
financial information, Seller shall promptly provide it to Purchaser.


Section 5.04                                Management
of the Site.    (a)                                    Prior
to the Closing Date, Seller shall cause the Company and ETI not to alter
materially ETI’s current practices in connection with either (i) the zero
discharge permit No.  NVN – 072270 issued
to ETI by the Nevada Division of Environmental Protection under the Nevada
Water Pollution Control Act with respect to the Site or (ii) the mine
reclamation permit No.  0044 issued to
ETI jointly by Nevada Division of Environmental Protection and the federal
Bureau of Land Management with respect to the Site (collectively, the “Existing
Permits”).


(b)                                 From
and after the Closing Date, Purchaser shall take all necessary actions, and
cause the Company and the Subsidiaries to take all necessary actions, to pay
and discharge as they become due any and all liabilities (including all
liabilities arising from contracts or under the Environmental Laws or
Environmental Permits), and to perform all of the obligations (including all
obligations arising from contracts or under the Environmental Laws and
Environmental Permits), applicable to, arising out of, or relating in any way
to the Site, or any past, present or future operations by any Person at or with
respect to the Site, or the condition (including environmental condition) of
the Site, and specifically including any obligations or liabilities relating to
closure, post-closure monitoring, and remediation and reclamation of the Site,
regardless of when any such liabilities or obligations occur, occurred, accrue,
arise, or arose.  Further, from and after
the Closing, Purchaser shall cause the Company and the Subsidiaries not to sue,
or assert any Claim against, Seller or any of the other Seller Indemnitees (as
defined in Section 6.03) with respect to any such liabilities or obligations,
except with respect to any Damages arising from Seller’s fraud, intentional
misrepresentation or criminal activity.


Section 5.05                                Quarterly
Reporting.     From and after the Closing until the
tenth anniversary of the Closing Date or, if earlier, until the release of all
financial assurance obligations provided in connection with either Existing
Permit, Purchaser shall provide Seller with (i) quarterly written reports
describing the status of any allegations, inquiries, investigations,
enforcement actions, notices of violations, or other disputes or Claims with or
by any governmental regulators or other authorities with respect to any alleged
non-compliance with the Existing Permits or non-compliance with any
Environmental Law relating to the Site; and (ii) copies of any
correspondence or other written communication with governmental regulators or
authorities with respect to any of the foregoing.  Notwithstanding the foregoing, Purchaser 



 14
 









shall not be obligated to
provide to Seller any information that it is not permitted by Law to disclose
or any information that is subject to the attorney client privilege or attorney
work product doctrine.  Such reports,
together with the copies referenced above, shall be delivered to Seller every
three months, with an initial date to be determined by the Purchaser to be
within four (4) months of the Closing Date. 
Seller agrees that all quarterly reports delivered pursuant to this
Section 5.05 shall be Confidential Company Information and shall be
subject to Section 5.03(b) of this Agreement.


Section 5.06                                Change
of Company Name; Continuing Business of the Company.


(a)                                  As
soon as practicable following Closing, but in no event more than ten (10)
Business Days after the Closing Date, Purchaser shall cause both the Company
and ETI to take all steps necessary to change the name of such entities such
that the names will not contain the word “Equatorial” or any similar words, and
Purchaser shall promptly deliver to Seller copies of state filings evidencing
such name changes.  Purchaser shall also
cause the Company and ETI promptly following Closing to cease using the word “Equatorial”
or similar words in any “doing-business-as” or other name, or in connection
with any business activities, including in or on logos, trademarks or other
intellectual property marks, or on business letterhead or business cards.


(b)                                 Purchaser
hereby covenants and agrees that, from and after Closing, it shall not permit
the Company or either Subsidiary to engage, directly or indirectly, in
(i) any business or activity unrelated to the Site other than, to the
extent permitted by applicable law, the distribution to Purchaser of any cash
or other assets or (ii) any mining, beneficiation, mineral processing or
related operations at the Site.  Nothing
herein shall prevent or preclude Purchaser from engaging in any business or
activity other than through the Company or the Subsidiaries.


Section 5.07                                Notification
of Certain Matters.     Between the date hereof and the
Closing, (a) the Seller shall promptly notify the Purchaser (in the case
of any of the following related to the Seller or the Company or either of the
Subsidiaries) and (b) the Purchaser shall notify the Seller (in the case
of any of the following related to the Purchaser), in each case of the
occurrence or non-occurrence of any event that is likely (i) to cause any
representation or warranty of any Party to be untrue or inaccurate in any
material respect on any date at or prior to the Closing, or (ii) to result
in any failure of any Party to comply with or satisfy any covenant, condition
(including a closing condition set forth in Section 8.02 or 8.03) or agreement
to be complied with or satisfied by any Party hereunder.  Each such notice shall include a reasonably
detailed description of the event or occurrence described therein.  No delivery of any notice pursuant to this
Section 5.07 shall limit or otherwise affect the remedies available hereunder
to any of the Parties receiving such notice.


Section 5.08                                Amendments
to Exhibit A.     The Parties acknowledge and agree
that Exhibit A is intended to cover the entire property located near the
town of Tonopah in the State of Nevada which was directly or indirectly owned
by the Company or either Subsidiary or on which the Company or either
Subsidiary, directly or indirectly, engaged in mining, beneficiation, mineral
processing and related operations or which is otherwise covered by the
NSR.  The existing Exhibit A shall
be supplemented with a map or maps showing the location of the Site within 5
Business Days of the date hereof, which map(s) shall be provided to Seller by 



 15
 









Purchaser.  In the event that either Party identifies any
errors in Exhibit A (including such map or maps) prior to Closing, the
Parties shall cooperate in good faith to resolve such errors and shall replace
Exhibit A with a corrected version, which replacement shall serve as
Exhibit A for all purposes of this Agreement.


ARTICLE VI.                       SURVIVAL;
INDEMNIFICATION AND GENERAL RELEASE


Section 6.01                                Survival.    
The representations and warranties made in Sections 3.01, 3.02, 3.03,
3.04, 3.07 and 3.11 and Sections 4.01, 4.02, 4.03, 4.04 and 4.09 shall
survive indefinitely, and all other representations and warranties made by
either Party in this Agreement shall expire two years from the Closing.


Section 6.02                                Indemnification
by Seller.     Seller hereby agrees to defend at its
own expense, hold harmless and indemnify Purchaser and its Affiliates and each
of their respective Representatives, successors and assigns (collectively, the “Purchaser
Indemnitees”), from, against and for any Claims or Damages that are based upon,
relate to or arise out of:


(a)                                  the
failure of Seller to transfer to Purchaser at the Closing (if the Closing shall
occur) good and valid title to the Company Shares, free and clear of all Liens
and rights of others;


(b)                                 any
misrepresentation by Seller in this Agreement or any breach of any
representation or warranty made by Seller in this Agreement;


(c)                                  any
failure by Seller to perform any covenant or agreement made by Seller in this
Agreement; or


(d)                                 any
withholding tax pursuant to Code section 1445 with respect to the
transactions contemplated hereby.


Section 6.03                                Indemnification
by Purchaser.     Purchaser shall defend at its own
expense, hold harmless and indemnify Seller and its Affiliates, and each of
their respective Representatives, successors and assigns (collectively, the “Seller
Indemnitees”) from, against and for any Claims or Damages that are based upon,
relate to or arise out of:


(a)                                  any
misrepresentation by Purchaser in this Agreement or breach of any
representation or warranty made by Purchaser in this Agreement;


(b)                                 any
failure by Purchaser to perform any of the covenants or agreements contained in
this Agreement; or


(c)                                  any
liability, obligation, matter, cause, act, omission, conduct, event or other
thing arising out of or relating to the Site or the Company’s or either
Subsidiary’s past, present or future ownership, operations, transactions or
other dealings at or with respect to the Site, whether occurring or existing
prior to or as of, or arising subsequent to the Closing Date (or both) and
whether known or unknown, foreseen or unanticipated, or fixed or contingent as
of the Closing Date, and regardless of whether such Claims or Damages arise by
way of Law, permit, contract or otherwise, and including without limitation all
obligations and liabilities under Environmental 



 16
 









Laws or Environmental Permits; provided, however, that
the obligations in this clause (c) shall apply only if the Closing occurs;
and provided further that obligations in this clause (c) shall not apply
to the extent that the item or event otherwise giving rise to the obligations
under this clause


(c)                                  constitutes
a breach of any representation or warranty made by Seller in this Agreement or
is caused by any failure by Seller to perform any covenant or agreement made by
Seller in this Agreement.


Section 6.04                                Third
Party Claims.  (a)                       As
promptly as possible after the receipt by any indemnified Person of any Claim
brought by a third party to which Section 6.02 of 6.03 applies (a “Third
Party Claim”), the indemnified Person shall give written notice (the “Indemnity
Notice”) to the indemnifying Party describing such Third Party Claim; provided,
however, that the failure of any indemnified Person to provide such Indemnity
Notice shall not relieve the indemnifying Party of its obligations hereunder,
except to the extent that the indemnifying Party is materially prejudiced as a
result of such failure.


(b)                                 The
indemnifying Party will have the right to control at its expense the defense of
the indemnified Person against any such Third Party Claim with counsel of the
indemnifying Party’s choice reasonably satisfactory to the indemnified Person,
so long as (i) the indemnifying Party notifies the indemnified Person in
writing within thirty (30) days after receipt of the Indemnity Notice that the
indemnifying Party will indemnify the indemnified Person from and against any
Damages that the indemnified Person may suffer based upon, relating to or
arising out of such Third Party Claim, (ii) the indemnified Person is
reasonably satisfied that the indemnifying Party will have the financial
resources to defend against any such Third Party Claim and to fulfill its
indemnification obligations hereunder, (iii) the Third Party Claim involves
only money damages and does not seek an injunction or other equitable relief,
and (iv) the indemnifying Party conducts the defense of the Third Party Claim
actively and diligently.


(c)                                  In
the event any of the conditions in Section 6.04(b)(i), (ii), (iii) or (iv)
above is or becomes unsatisfied, the indemnified Person will have the right to
control the defense with counsel of its choosing, and to consent in good faith
to the entry of any judgment or enter into any good faith settlement with
respect to, the Third Party Claim in any manner it reasonably may deem
appropriate; provided, however, that (i) the indemnifying Party will
reimburse the indemnified Person promptly and periodically for the costs of
defending against the Third Party Claim (including reasonable attorneys’ fees
and expenses), and (ii) the indemnifying Party will remain responsible for
any Damages the indemnified Person may suffer because of such Third Party Claim
(including by way of good faith settlement or judgment).


(d)                                 If
the indemnifying Party assumes at its own expense the defense of any such Third
Party Claim, (i) the indemnifying Party will inform the indemnified Person
of material developments related to the status of any such Third Party Claim,
and (ii) any defense, settlement or compromise made by the indemnifying
Party of any such Third Party Claim must be made in good faith and must include
a full release of the indemnified Person. 
The indemnified Person shall cooperate with the indemnifying Party and
its counsel in the defense, settlement and/or compromise of any Third Party
Claim.



 17















Section 6.05           No
Warranty.     Seller is making no representation,
warranty or guarantee, and Purchaser acknowledges that neither Seller nor any
Representative of Seller has made any representations, warranty or guarantee,
express or implied, relating to the nature, extent or existence of any
Hazardous Substances or conditions on, under or about the Site or any
obligations or liabilities (including obligations and liabilities under the
Environmental Laws or Environmental Permits) that currently exist or may exist
in the future, or any other matters whatsoever, that are not set forth
herein.  No such statements,
representations or information provided to Purchaser by Seller, or any
Representative of Seller, shall be binding or enforceable, or shall be considered
as binding representations, guarantees, warranties, and/or covenants of any
kind or nature whatsoever, express or implied. 
Purchaser covenants that it shall not seek, directly or indirectly, to
impose or enforce any liability or obligation on the Seller at any time as a
consequence of the past, present or future condition, quality, zoning or uses
of the Site, or any part of it.


ARTICLE VII.      TAX
MATTERS


Section 7.01           Preparation
and Filing of Tax Returns; Payment of Taxes.


(a)           Subsequent to
Closing, Seller shall have no right or obligation to prepare or file any Tax
Returns of the Company and/or the Subsidiaries, or any liability with respect
to any Tax payments required thereby or relating thereto.  Subsequent to Closing, Purchaser shall cause
to be prepared and filed (to the extent permissible under applicable law, in a
manner consistent with past practice) on a timely basis all Tax Returns for the
Company and the Subsidiaries for all taxable periods ending on or prior to, or
including, the Closing Date which have not been filed on or before the Closing
Date (the “Pre-Closing Tax Returns”) and shall pay or cause to be paid any
Taxes required thereby or relating thereto. 
Subsequent to the execution of this Agreement through Closing, Seller
shall cause to be filed all Tax Returns of the Company and/or the Subsidiaries
when due and shall not seek extension of any filing dates.  Seller shall comply with all Tax Laws in
preparing such Tax Returns, which shall be correct and complete.  Any liability shown on the face of Tax
Returns filed by Seller on or prior to Closing shall be at Seller’s sole
expense.  Any settlement of Tax
liabilities of the Company and/or the Subsidiaries subsequent to the execution
of this Agreement and on or prior to Closing shall be at Seller’s sole expense.


(b)           Seller shall provide
Purchaser with such assistance and documents, without charge and in a timely
fashion, as may be reasonably requested by Purchaser in connection with
(i) the preparation of any Tax Return, or (ii) the conduct of any audit,
hearing, arbitration, suit or other proceeding by or before a Taxing Authority
to investigate or resolve the existence or extent of a liability owed with
respect to Taxes (a “Tax Contest”); provided that Seller shall not by reason of
the foregoing be obligated to incur any out-of-pocket costs.  Such assistance shall include, without
limitation: (i) the provision of books, records, Tax Returns,
documentation or other information relating to any relevant Tax Return (“Tax
Data”); (ii) the execution of any document that may be necessary or
reasonably helpful in connection with the filing of any Tax Return, or in
connection with any Tax Contest, including, without limitation, the execution
of powers of attorney and extensions of applicable statutes of limitations; and
(iii) the use of reasonable efforts to obtain any documentation from any Taxing
Authority or other Person that may be necessary or reasonably helpful in
connection with the foregoing.



 18
 









(c)           Prior to Closing
Seller shall, and following Closing Purchaser shall, cause the Company and the
Subsidiaries to, retain or cause to be retained the Tax Data, all Tax Returns,
schedules and workpapers, and all material records or other documents relating
thereto, until one year after the expiration of all applicable statutes of
limitations (including any waivers or extension thereof) with respect to the
Taxable periods to which such Tax Returns and other documents relate or until
the expiration of any additional period that either Purchaser or Seller, as the
case may be, may reasonably request in writing with respect to specifically
designated material records or documents; provided, however, that in the event
an audit, examination, investigation or other proceeding has been instituted
prior to the expiration date of an applicable statute of limitations, the Tax
Data and Tax documentation relating thereto shall be retained until there is a
final determination thereof (and the time for any appeal has expired).


(d)           Purchaser and Seller
shall each pay one-half of any and all transfer, stamp and documentary Taxes,
and any transfer or recording fees and charges, imposed in connection with the
consummation of the transactions provided for by this Agreement by any United
States state or local Taxing Authority (collectively, “Transfer Taxes”).  For the avoidance of doubt, the Parties agree
that no Income Taxes, Taxes pursuant to the Code, and Taxes imposed under the
laws of Australia or any other non-U.S. jurisdiction (or of subdivisions,
units, or components thereof) shall be deemed Transfer Taxes.  The Parties agree to use their commercially
reasonable efforts to minimize the Transfer Taxes.  Purchaser shall cause to be prepared and
timely filed all Tax Returns relating to Transfer Taxes (“Transfer Tax Returns”)
which either Purchaser or Seller, as the case may be, has primary
responsibility for filing under applicable Law and shall cause all such
Transfer Taxes to be duly and timely paid in full.  Purchaser shall cause copies of each such
Transfer Tax Return and of all relevant work papers and other relevant
documents to be delivered to Seller within thirty (30) days after the date of
filing such Transfer Tax Return.


ARTICLE VIII.     CLOSING


Section 8.01           The
Closing.     The closing of the transactions
contemplated by this Agreement (the “Closing”) shall take place at the offices
of Goodwin Procter, LLP, at 901 New York Avenue, NW, Washington D.C., 20001 on
January 31, 2007, assuming that all conditions to closing set forth in
this Article VIII are satisfied, or at such other date, time or
place as the Parties may agree; provided, however, that the Parties intend any
such alternative date to be within three (3) Business Days after the
satisfaction or waiver of such conditions. 
The date on which the Closing occurs shall be the “Closing Date.” The Closing shall be effective as of 11:59 p.m.  Nevada time on the Closing Date.


Section 8.02           Conditions
to Purchaser’s Obligation to Close.     The Purchaser’s
obligation to consummate the Closing shall be contingent upon the following
conditions:


(a)           The representations
and warranties of Seller set forth in this Agreement, or in any other document
or certificate that shall be delivered to Purchaser by Seller under this
Agreement, are true and correct in all material respects on and as of the date
made and as of the Closing Date as if made on the date thereof (except to the
extent such representation or warranty specifies an earlier date).



 19
 









(b)           Seller shall have
performed in all material respects all obligations and covenants required to be
performed by it prior to the Closing Date under this Agreement.


(c)           No Order shall be in
effect which prohibits the consummation of the transaction at the Closing and
no proceeding of any nature is pending or threatened in writing by a
governmental authority which is reasonably likely to result in an Order having
such an effect.


(d)           Neither the
consummation nor the performance of the transaction contemplated by this
Agreement will, directly or indirectly (with or without notice or lapse of
time), contravene or conflict with or result in a violation of any applicable
Law.


(e)           Seller shall have
delivered to Purchaser all of the deliveries required pursuant to Section 8.04
below.


(f)            During its due
diligence review, Purchaser shall not have discovered any issues relating to
the Company or either Subsidiary that are not known, as of the date of this
Agreement, to Purchaser and that in Purchaser’s reasonable judgment, are likely
to constitute or give rise to any liability of the Company or the Subsidiaries,
other than a liability under any Environmental Law relating to the Site for
which the Purchaser may already be responsible, in excess of Three Hundred
Fifty Thousand Dollars ($350,000.00), in the aggregate.  Purchaser shall notify Seller immediately
upon discovery of any such liability.


(g)           Purchaser shall not
have discovered any Lien held by any third Person on the NSR.


Section 8.03           Conditions
to Seller’s Obligation to Close.     The Seller’s
obligation to consummate the Closing shall be contingent upon the following
conditions:


(a)           The representations
and warranties of Purchaser set forth in this Agreement, or in any other
document or certificate that shall be delivered to Seller by Purchaser under
this Agreement, are true and correct in all material respects on and as of the
date made and as of the Closing Date as if made on the date thereof (except to
the extent such representation or warranty specifies an earlier date).


(b)           Purchaser shall have
performed in all material respects all obligations and covenants required to be
performed by it under this Agreement prior to the Closing Date.


(c)           No Order shall be in
effect which prohibits the consummation of the transaction at the Closing and
no proceeding of any nature is pending or threatened in writing by a governmental
authority which is reasonably likely to result in an Order having such an
effect.


(d)           Neither the
consummation nor the performance of the transaction contemplated by this
Agreement will, directly or indirectly (with or without notice or lapse of
time), contravene or conflict with or result in a violation of any applicable
Law.


(e)           Purchaser shall have
delivered to Seller all of the deliveries required pursuant to Section 8.05
below.



 20
 









Section 8.04           Deliveries
by Seller.     At the Closing, Seller shall deliver to
Purchaser the following documents and other items:


(a)           certificates for the
Company Shares accompanied by duly executed stock powers for transfer to
Purchaser;


(b)           a certificate of a
duly authorized officer of the Seller certifying to Purchaser that the
conditions set forth in Sections 8.02(a) and (b) are satisfied;


(c)           written resignations
of all those respective directors and officers of the Company and each
Subsidiary as designated prior to the Closing by the Purchaser, such
resignations to be effective as of the Closing;


(d)           evidence reasonably
satisfactory to the Purchaser that the access to the bank accounts of each
Person authorized to draw on or have access to the bank accounts as set forth
on Schedule 3.08 have been withdrawn and each bank in which the Company or
either Subsidiary has an account or safe deposit box or lock box as been
notified of such withdrawal.


(e)           the minute books,
stock ledger and corporate seal for the Company and each Subsidiary; and


(f)            effective control
(reasonably satisfactory to Purchaser) over any other corporate records and
files belonging to the Company or either Subsidiary and in the possession of
Seller and/or its Affiliates.


Section 8.05           Deliveries
by Purchaser.     At the Closing, Purchaser shall deliver
to Seller the following duly executed documents and other items:


(a)           The payment required
by Section 2.02 above pursuant to the instructions in Schedule 2.02;
and


(b)           a certificate of a
duly authorized officer of the Purchaser certifying to Seller that the
conditions set forth in Sections 8.03(a) and (b) are satisfied.


ARTICLE IX.        TERMINATION


Section 9.01           Termination.    
Notwithstanding anything herein to the contrary, this Agreement may be
terminated before the Closing only as provided below, and in no other manner,
provided, however, that the terminating Party is not in material breach of its
representations, warranties, commitments, agreements or covenants set forth
herein:


(a)           by mutual consent in
writing of Purchaser and Seller;


(b)           by the Seller or
Purchaser at any time after January 31, 2007, unless extended by mutual
consent in writing of Purchaser and Seller; provided, however, that the right
to terminate this Agreement under this Section 9.01(b) shall not be
available to any Party whose failure to fulfill any obligation under this
Agreement has been the cause of, or resulted in, the failure of the Closing to
occur by such date;



 21
 









(c)           by Purchaser upon
written notice to Seller if any event occurs or condition exists which would
render impossible the satisfaction of one or more conditions to the obligation
of Purchaser to consummate the Closing contemplated by this Agreement as set
forth in Section 8.02; or


(d)           by Seller upon
written notice to Purchaser if any event occurs or condition exists which would
render impossible the satisfaction of one or more conditions to the obligation
of Seller to consummate the Closing contemplated by this Agreement as set forth
in Section 8.03.


Section 9.02           Effect
of Termination.     In the event that this Agreement shall
be terminated pursuant to Section 9.01, all future obligations of the
Parties under this Agreement shall terminate without further liability of any
Party to another; provided, however, that a termination under this
Article IX shall not relieve any Party of any liability for a breach of
this Agreement prior to such termination, or be deemed to constitute a waiver
of any available remedy for any such breach or to impair the right of any Party
to compel specific performance by any other Party of its surviving obligations
under this Agreement and provided further that the obligations under and terms
of Section 5.03 and Articles VI and X shall survive termination of
this Agreement.


ARTICLE X.         MISCELLANEOUS


Section 10.01         Assignment;
Benefit of Parties.     No Party may assign this
Agreement without the written consent of the other; provided, however, that
either Party may, without the consent of the other, assign its rights and
obligations under this Agreement (together or separately) to any Affiliate or
successor in interest to such Party, provided further that such assigning Party
shall remain responsible for performing any obligations hereunder.  All of the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of the Parties and
their respective successors and permitted assigns.


Section 10.02         Counterparts.    
This Agreement may be executed simultaneously in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.


Section 10.03         Efforts
and Cooperation.     Subject to the terms and
conditions of this Agreement, each Party will use commercially reasonable
efforts to take, or cause to be taken, all actions and to do, or cause to be
done, all things necessary or desirable under applicable laws and regulations
to consummate the transactions contemplated by this Agreement.  The Parties each agree to execute and deliver
such other documents, certificates, agreements and other writings and to take
such other actions as may be necessary or desirable in order to consummate or
implement expeditiously the transactions contemplated by this Agreement, and
from time to time, upon the request of any other Party to this Agreement and
without further consideration, to execute, acknowledge and deliver in proper
form any further instruments, and take such other action as any other Party may
reasonably require, in order to effectively carry out the intent of this
Agreement.



 22
 









Section 10.04         Expenses.    
The Purchaser and Seller shall each pay their own expenses incurred in
connection with the negotiation and performance of this Agreement, including,
but not limited to, the fees and expenses of their respective brokers,
attorneys and other advisors.


Section 10.05         Index,
Captions, Schedules and Exhibits.     The index and the
captions of the Articles and Sections of this Agreement are solely for
convenient reference and shall not be deemed to affect the meaning or
interpretation of this Agreement.  All
references to Schedules and Exhibits are to those Schedules and Exhibits
attached hereto and are hereby incorporated in and made a part of this
Agreement as if set forth in full herein, unless otherwise indicated.  Capitalized terms used in any Schedule or
Exhibit to this Agreement but not otherwise defined therein will have the
respective meanings assigned to such terms in this Agreement.


Section 10.06         Notices.    
All notices, requests, demands, and other communications under this Agreement
shall be in writing and shall be deemed to have been duly given on the date of
dispatch if delivered personally, by-email or by facsimile, on the following
day if delivered by Federal Express or similar overnight courier, to the Party
to whom notice is to be given, or on the fifth day after mailing if mailed to
the Party to whom notice is to be given by certified or registered mail, return
receipt requested, and properly addressed as follows (with a copy sent as
provided below):


	
  

  	
  If to Seller:

  	
  Equatorial Mining Limited

  
	
   

  	
   

  	
  Ahumada 11, piso
  12

  
	
   

  	
   

  	
  Santiago, Chile

  
	
   

  	
   

  	
  Attention:
  Sebastian Gil, CEO

  
	
   

  	
   

  	
  Fax: 56 2 377
  5325

  
	
   

  	
   

  	
  Phone: 56 2 377
  5126

  
	
   

  	
   

  	
  sgil@aminerals.cl

  
	
   

  	
   

  	
   

  
	
   

  	
  With copies to (which shall not constitute notice):

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Goodwin Procter LLP

  
	
   

  	
   

  	
  901 New York
  Ave., N.W.

  
	
   

  	
   

  	
  Washington, D.C.
  20001

  
	
   

  	
   

  	
  Attention:
  Michael S. Giannotto, Esq.

  
	
   

  	
   

  	
  Fax:
  202-346-4444

  
	
   

  	
   

  	
  Phone:
  202-346-4000

  
	
   

  	
   

  	
  mgiannotto@goodwinprocter.com

  
	
   

  	
   

  	
   

  
	
   

  	
  If to Purchaser, to:

  	
  Idaho General Mines, Inc.

  
	
   

  	
   

  	
  10 N. Post
  Street

  
	
   

  	
   

  	
  Suite 610

  
	
   

  	
   

  	
  Spokane, WA
  99201

  
	
   

  	
   

  	
  Attention: Robert
  L. Russell, President and CEO

  
	
   

  	
   

  	
  Fax:
  509-838-0457

  
	
   

  	
   

  	
  Phone:
  509-838-1213

  
	
   

  	
   

  	
  rrussell@igmines.com

  



 



 23
 









 


	
  

  	
   

  	
  and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Idaho General
  Mines, Inc.

  
	
   

  	
   

  	
  10 N. Post
  Street

  
	
   

  	
   

  	
  Suite 610

  
	
   

  	
   

  	
  Spokane, WA
  99201

  
	
   

  	
   

  	
  Attention: Henry
  A. Miller, Executive Vice President and 

  
	
   

  	
   

  	
  CFO

  
	
   

  	
   

  	
  Fax:
  888-832-6265

  
	
   

  	
   

  	
  Phone:
  509-838-1213 hmiller@igmines.com

  
	
   

  	
   

  	
   

  
	
   

  	
  With copies to (which shall not constitute notice):

  
	
   

  	
   

  
	
   

  	
   

  	
  Crowell &
  Moring LLP

  
	
   

  	
   

  	
  1001
  Pennsylvania Ave., N.W.

  
	
   

  	
   

  	
  Washington, D.C.
  20004

  
	
   

  	
   

  	
  Attention:
  Timothy McCrum, Esq. and Mitchell 

  
	
   

  	
   

  	
  Rabinowitz, Esq.

  
	
   

  	
   

  	
  Fax:
  202-628-5116

  
	
   

  	
   

  	
  Phone:
  202-624-2500

  
	
   

  	
   

  	
  rmccrum@crowell.com
  and mrabinowitz@crowell.com

  



 


Any Party may change its representative for purposes of this Section 10.06
by giving the other Parties written notice of the new representative in the
manner set forth above.


Section 10.07         Entire Agreement.    
This Agreement, together with any Schedules and Exhibits referred to herein,
which form a part of this Agreement, contains the entire understanding of the
Parties with respect to the transactions provided for herein.  There are no representations, promises,
warranties, covenants or undertakings with respect to the transactions provided
for in the Agreement other than those expressly set forth or provided for in
the Agreement.  The Agreement supersedes
all prior negotiations, agreements and understandings among the Parties,
whether written or oral, with respect to the transactions contemplated by the
Agreement.


Section 10.08         Governing Law and Choice of Forum.    
This Agreement and all transactions contemplated hereby shall be governed,
construed and enforced in accordance with the laws of the State of Delaware,
notwithstanding any jurisdiction’s choice of law rules to the contrary.  Any Party may elect to bring a claim relating
to the interpretation, validity, or breach of this Agreement, or any other
dispute arising out of or under this Agreement in any of the state or federal
courts located in the State of Delaware (“Designated Courts”) except if or to
the extent such Designated Courts do not possess subject matter jurisdiction
over the claim or refuse to exercise jurisdiction over the claim, in which case
such Party may bring its claim in any other court that may exercise
jurisdiction over the claim.  Each Party
hereto irrevocably and unconditionally agrees that all disputes arising out of
or under this Agreement, unless settled by the Parties, shall be heard and
determined in, and submits to the exclusive jurisdiction of, the Designated
Courts except if or to the extent that all such Designated Courts do not
possess subject matter jurisdiction over the dispute or otherwise decline to
exercise jurisdiction, in which 



 24
 









case the claim may be
brought in any other court that may exercise jurisdiction over the claim.  Each Party hereto hereby waives, and agrees
not to assert in any such dispute, any defense based upon a lack of personal
jurisdiction, improper venue, forum non conveniens, or any similar defense in
any claim brought in any Designated Court. 
Each of the Parties hereto hereby irrevocably and unconditionally
consents to service of process in the manner provided for notices in
Section 10.06.  Nothing in this
Agreement will affect the right of any Party to this Agreement to serve process
in any other manner permitted by applicable law.  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY DISPUTE HEREUNDER. 
EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT
OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE
IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY,
AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 10.08.


Section 10.09         Announcements.    
Any Party may disclose to any third Person the fact and general substance and
effect of this Agreement.  No Party
shall, without the prior written consent of the other, disclose the monetary
terms of this Agreement to any third Person, except to (a) its
Representatives; (b) other third Persons as necessary to conduct the
respective business affairs of the Parties; or (c) as may be required by
applicable Law or the rules of any applicable stock exchange.  Prior to the Closing, the Parties shall
consult each other prior to issuing any press releases or otherwise making any
public statements regarding this Agreement and the transactions contemplated
hereby.


Section 10.10         Waiver of Compliance; Modifications.    
The Party for whose benefit a warranty, representation, covenant, promise, or
condition is intended may in writing expressly and specifically waive any inaccuracies
in the warranties and representations contained in this Agreement, compliance
with any of the covenants or conditions contained herein, and/or performance of
any of the obligations of any other Party hereto and any defaults hereunder;
provided, however, that such waiver shall not affect or impair the waiving
Party’s rights, if any, with respect to any other warranty, representation or
covenant or any default hereunder.  No
supplement, modification or amendment of this Agreement shall be binding unless
it is in writing and executed by all of the Parties hereto.


Section 10.11         Other Persons.    
Except as expressly set forth in this Agreement, including with respect to any
Seller Indemnitees or Purchaser Indemnitees, nothing in this Agreement is
intended to, or shall be deemed to, confer any rights or remedies under or by
reason of this Agreement on any Person other than the Parties hereto and their
respective successors and permitted assigns.



 25
 









Section 10.12         No Presumption.    
The Parties to this Agreement have been represented by outside counsel in the
negotiation and drafting of this Agreement, and this Agreement shall be
construed without regard to any presumption or rule requiring construction or
interpretations against the Party drafting or causing any instrument to be
drafted.


Section 10.13         Enforcement.    
The Parties agree that irreparable damage would occur in the event that any of
the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. 
It is accordingly agreed that the Parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to
specifically enforce the terms and provisions of this Agreement, in addition to
any other remedy to which any party is entitled at law or in equity, and
pursuant to the express terms of this Agreement.


[SIGNATURES APPEAR ON THE FOLLOWING PAGE]



 26
 









IN WITNESS WHEREOF, the
Parties have caused this Agreement to be executed as of the date first above
written.


	
  

  	
  EQUATORIAL MINING LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature of Director:

  	
          /s/
  Ramon Jara

  
	
   

  	
   

  	
  Name: Ramon Jara

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature of Director:

  	
          /s/
  Marcelo Awad

  
	
   

  	
   

  	
  Name: Marcelo Awad

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IDAHO GENERAL MINES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert L. Russell

  
	
   

  	
   

  	
  Name: Robert L.
  Russell

  
	
   

  	
   

  	
  Title: President
  and CEO

  
				



 



 27














Schedule 2.02(a)

Wire Instructions for Payment at Closing


Account Name: Equatorial Mining Limited No 1.


Account Number: 100621255USD115601


Swift Address: CTBAAU2SFXD Bank: Commonwealth Bank of Australia


Branch: Sydney, NSW Australia











Schedule 3.08

Bank Accounts


ETI has the following bank accounts:


1)                                      Commonwealth
Bank of Australia Account


Account Number: 100638639USD115601


Branch: Sydney, NSW Australia


Authorized Persons: Ramon Jara, Marcelo Awad,
Alejandro Rivera, Francisco Veloso, Eduardo Flores, Ricardo Muhr, Sebastian
Gil, Olivar Hernandez, Francisco Charlin, Corinne Roach, Anthony Sherlock


2)                                      Nevada
State Bank (132 Erie Main Street, Tonopah NV)


Enterprise Checking Account Number 0482005873


Authorized Persons: Brad Paxton, Deborah K.  Hreblyn, James A.  Brooks


3)                                      Nevada
State Bank (132 Erie Main Street, Tonopah NV)


Interest Checking


Account Number: 0482012663


Authorized Persons: Brad Paxton, Deborah K.  Hreblyn, James A.  Brooks











Schedule 3.09

Directors and Officers


Current Directors and Officers of the Company


Directors: Ramón Jara, Marcelo Awad


President: Sebastián Gil


Secretary: Marcelo Awad


Current Directors and Officers of ETI


Directors: Ramón Jara, Marcelo Awad


President: Sebastián Gil


Secretary: Marcelo Awad


Current Directors and Officers of TCTMC


Directors: Ramón Jara, Marcelo Awad


President: Sebastián Gil


Secretary: Marcelo Awad











Schedule 3.10

Employees and Independent Contractors


None of the Company or either Subsidiary have any employees.


Contractors:


Dawhn Bodyfelt: Post Closure Monitoring


Bonnie Buckley: Tax return preparation











Schedule 3.13

Sellers’ Brokers’ or Finders’ Fees


Seller has agreed to pay Loren International LLC a bonus payment upon
completion of the transaction contemplated by the Agreement.  Such bonus payment will be made by Seller and
not the Company or the Subsidiaries.











Schedule 5.01(c)

Contracts or Commitments


Loren International LLC: Financial and accounting services contract


Dawhn Bodyfelt: Post Closure Monitoring contract


Bonnie Buckley: Tax return preparation contract


Arcadis: Moly pit lake monitoring contract (1 outstanding payment of
$25.000 due in 2010.


High Desert Winds: contract for provision of electricity for
environmental monitoring.  This is now
between ETI and Purchaser (after it acquired the Site).















Exhibit A


Legal Description of Site 


See Attached (originally emailed from Henry Miller to Sebastian Gil and
Others on December 8, 2006)



 A-1
 








Fee Lands


The following described
land, located in Nye County, State of Nevada, to wit: 


T5N, R41E, MDB&M


Section 1:                                            All


Section 2:                                            Lot
1, SE1/4 NE1/4, E1/2 SE1/4


Excepting therefrom all that certain real property conveyed to Sierra
Pacific Power Company by Deed recorded January 1, 1981 in Book 295 page 553 of
Official Records as File No. 36411, Nye County, Nevada, records which is
situate in Lot 1 and the Southeast Quarter (SE1/4) of the Northeast Quarter
(NE1/4) if Section 2, Township 5 North, Range 41 East, MDB&M, Nye County,
Nevada, more particularly described as follows: 


Commencing at a found section corner designating the
Southeast corner of Section 35, T6N, R41E, MDB&M; thence North 88 degree54’32”
West, 1036.28 feet, along the North section line of said Section 2; thence
South 026’57” West, 1248.87 feet, to a point lying on the North Substation
boundary line also the True point of Beginning; then south 89degree33’03” East,
300.00 feet; Thence South 0degree26’57” West, 400.00 feet; thence North
89degree33’03” West, 400.00 feet; thence North 0degree26’57” East, 400.00 feet,
along the 1/16 line of said Section 2; thence South 89degree33’03” East, 100.00
feet to the True Point of Beginning. 


Containing 3.673 acres, more or less.


Section 11:                                      E1/2
E1/2


Section 12:                                      All


Section 13:                                      N1/2


Section 14:                                      E1/2
NE1/4


T6N, R41E, MDB&M


Section 25:                                      S1/2
S1/2


Section 26:                                      SE1/4
SE1/4


Section 35:                                      E1/2
E1/2


Section 36:                                      All



T6N, R42E, MDB&M


Section 31:                                      SW1/4


T5N, R42E, MDB&M


Section 6:                                            Lots
3, 4, 5, 6, 9, 10, 13, SE1/4 NW1/4, E1/2 SW1/4, SW1/4 SE1/4


Section 7:                                            Lots
1, 2, 3, 4, 5, 6, 7, 8, E1/2 W1/2, SE1/4


Section 8:                                            Lots
1, 2, E1/2 NW1/4, NE1/4


T6N, R42E, MDB&M


Section 30:                                      Lots
13, 14, 15, 16


Section 31:                                      Lots
5, 6, 7, 8, 9, 10, 11, 12, 14, 15


Section 32:                                      W1/2
NW1/4



 A-2
 








Aggregating 5,117.08 acres, more or less


Patents received from the United State of America in 1970 and 1972 for
the above-described lands are recorded in the office of the Recorder of Nye
County, Nevada: 


	
  

  	
   

  	
  Recording Data

  	
   

  
	
  Patent Number:

  	
   

  	
  Book

  	
   

  	
  Page

  	
   

  
	
  27-70-0125

  	
   

  	
  133

  	
   

  	
  171

  	
   

  
	
  27-70-0084

  	
   

  	
  157

  	
   

  	
  480

  	
   

  



 


EXCEPTING THEREFROM: 


A.                                   Reservation
to the United State in the above land patents: 


1.                                       A
right-of-way thereon for ditches and canals constructed by the authority of the
United States Act of August 30, 1880, 26 Stat. 391; 43 U.S.C. 945. 


2.                                       The
right to itself, its permittees or licenses to enter upon, occupy, and use, any
or all of Lot 13, Sec. 30, T6N, R42E, lying within 50 feet of the center line
of transmission line right-of-way of Sierra Pacific Power Company, Project
No. 2703, for the purposes set forth in and subject to the condition and
limitations of Section 24 of the Federal Power Line Act of June 10, 1920 41
Stat. 1075 as amended, 16 U.S.C. 818. 


3.                                       The
right to itself, permittees or licensees to enter upon, occupy, and use any and
all of Lots 3, 4, SW1/4 NW1/4, NW1/4 SW1/4, Section 1; E/1/2 SE1/4 Section 2;
NE1/4 NE1/4, Section 11; T5N, R41E, SE1/4 SE1/4 Section 25; NE1/4, E1/4 SW1/4,
W1/2 SE1/4 Section 36, T6N, R41E, MDB&M, Nevada lying within 50 feet if the
center line of transmission line right-of-way of Sierra Pacific Power Company,
Project No. 2703; for the purposes set forth in and subject to the
condition and limitation of Section 24 of the Federal Power Act of June 10,
1920 41 Stat. 1075, as amended 16 U.S.C. 818. 


B.                                     Conveyances
to Sierra Pacific Power Company: 


1.                                       Easement
to relocate 60KV transmission line referred to in 2 and 3 above (1980).
Recorded in the official records of Nye County, Nevada in Book 399, page 93. A
portion of the Northeast one-quarter (NE1/4) of Section 11, the East one-half
(E1/2) of Section 2, and the Northwest one-quarter (NW1/4) if Section 1, T5N,
R41E, MDB&M, Nye County, Nevada. 


An electric transmission line easement 50 feet wide, lying 25 feet on
each side of the following described centerline commencing with the True Point
of Beginning, excepting therefrom any land outside of AnacondaCompany property
line. Commencing at the section corner common to Sections 1, 2, 11 and 12,
T5N, R41E, MDB&M:


Thence North 88degree18’54” West, 1317.8 feet, more or
less, along the South Section line of said Section 2 to a point designated as
Point “A”, also being the True Point of Beginning; Thence South 00degree26’57”



 A-3
 








West, 713.14 feet, more or less, to a point
intersecting an existing transmission line which is operated and maintained by
Sierra Pacific Power Company.


Also:


Beginning at said Point “A”;


Thence North 00degree26’57”
East, 2721.60 feet, more or less;


Thence North 46degree35’01”
East, 604.13 feet;


Thence North 01degree33’34”
East, 701.47 feet;


Thence South 89degree40’10”
East, 1561.96 feet;


Thence North 88degree02’57”
East, 354.20 feet;


Thence South 88degree37’20” East, 1120.20 feet, more
or less, to a point intersecting an existing transmission line which is
operated and maintained by Sierra Pacific Power Company.


2.                                       Substation
Site for Nevada Moly Project (1980)


Conveyance recorded in
the official records of Nye County, Nevada in Book 295, page 553.


All that certain real
property situate in Lot 1 and the Southeast one-quarter of the Northeast
one-quarter (SE1/4 NE1/4) of Section 2, Township 5 North Range 41 East,
MDB&M, Nye County, Nevada, more particularly described as follows: 


Commencing at a found
section corner designating the Southeast corner of Section 35, T6N, R41E,
MDB&M; Then North 88degree54’32” West, 1036.28 feet along the North section
line of said Section 2;


Thence South 0degree26’57”
West, 1248.87 feet, to a point lying on the North Substation boundary line,
also the True Point of Beginning;


Thence South 90degree33’03”
East, 300.00 feet;


Thence South 0degree26’57”
West, 400.00 feet;


Thence North 89degree33’03”
West, 400.00 feet;


Thence North 0degree26’57” East, 400.00 feet, along
the 1/16 line of Section 2; Thence South 89degree33’03” East, 100.00 feet, to
the True Point of Beginning. 


Containing 3.673 acres, more of less. 


3.                                       Easements
for 230 KV Transmission Line (1980) Recorded in the official records of Nye
County, Nevada in Book 295, page 548.


A portion of the
Southeast one-quarter of the Southeast one-quarter (SE1/4 SE1/4) of Section 26
and the East one-half of the East one-half (E1/2 E1/2) of Section 35, T6N,
R41E, MDB&M, Nye County, Nevada.


A transmission line
easement 140.00feet in width, lying 70.00 feet on each side of the following
described centerline, commencing with the True Point of Beginning: 


Commencing at a found section corner designating the
Southeast corner of said Section 26;



 A-4
 








Thence North 01degree07’24”
East 1325.88 feet, along the section line to a found 1/16 corner designating
the Northeast corner of said Southeast one-quarter of the Southeast one-quarter
(SE1/4 SE1/4) of Section 26;


Thence North 88degree59’52”
West, 637.67 feet to a point lying on the North boundary line of said Southeast
one-quarter of the Southeast one-quarter (SE1/4 SE1/4) of said Section 26 also
the True Point of Beginning;


Thence South 02degree22’14”
West, 2204.12 feet;


Thence South 00degree26’57”
West, 2535.00 feet;


Thence South 01degree21’51”
East, 2781.39 feet;


Thence South 00degree26’57” West, 392.30 feet to the
intersection point of said transmission line and the Northern boundary line of
a proposed substation to be operated and maintained by Sierra Pacific Power
Company. 


NOW ALSO KNOWN AS FILE MAP #461256 LOTS 1 AND 2 Metes and bounds
description prepared by W. Kirk Williams of Baird Hanson Williams
LLP. 


Patented Millsite and
Mining Claims


The following described patented Lode and Millsite Mining claims
located in Township 5 North Range 42 East,

Sections 4 –8; Township 6 North, Range 42 East, Sections 32 and 33;
MSB&M, Liberty and San Antone Mining District, Nye County, State of Nevada,
as follows: 


ACC Millsite Claims Nos. 17 through 30 inclusive, Patent Number
27-84-0007, Mineral Survey Number 4883. 


ACC Millsite Claims Nos. 31 and 35 designated and described as
Government Survey Lot 31 and 35.


	
  Patented Mining Claims

  	
   

  	
  Patent Number

  	
   

  	
  Mineral Survey No.

  
	
  Molly 5

  	
   

  	
   

  	
   

  	
   

  
	
  Molly 7

  	
   

  	
   

  	
   

  	
   

  
	
  Molly 9

  	
   

  	
   

  	
   

  	
   

  
	
  Molly 11

  	
   

  	
   

  	
   

  	
   

  
	
  Treasure Hill
  No. 7#

  	
   

  	
   

  	
   

  	
   

  
	
  Treasure Hill
  No. 8#

  	
   

  	
   

  	
   

  	
   

  
	
  Treasure Hill
  No. 9#

  	
   

  	
   

  	
   

  	
   

  
	
  Treasure Hill
  No. 10#

  	
   

  	
  27-84-0064

  	
   

  	
  4883

  
	
  Treasure Hill
  No. 11#

  	
   

  	
  27-87-0062

  	
   

  	
  4914

  
	
  Chicago
  No. One Mine

  	
   

  	
   

  	
   

  	
   

  
	
  Chicago
  No. Three Mine

  	
   

  	
   

  	
   

  	
   

  
	
  Sheridan Mine

  	
   

  	
  44786

  	
   

  	
  2285

  
	
  Smuggler

  	
   

  	
  44785

  	
   

  	
   

  
	
  Moley Gibson
  Mine Patented Lode Claim

  	
   

  	
   

  	
   

  	
  2118

  



 



 A-5
 








 


	
  Patented Mining Claims

  	
   

  	
  Patent Number

  	
   

  	
  Mineral Survey No.

  
	
  a/k/a Molly Gibson Mine
  Patented

  LodeClaim, Mineral Survey No.

  	
   

  	
   

  	
   

  	
   

  
	
  Chicago Extension
  No. One Mine

  	
   

  	
   

  	
   

  	
  4913

  
	
  Chicago
  No. Two Mine

  	
   

  	
   

  	
   

  	
  4913

  
	
  Daisy 1

  	
   

  	
   

  	
   

  	
  4913

  
	
  Daisy 2

  	
   

  	
   

  	
   

  	
  4913

  
	
  Daisy 5

  	
   

  	
   

  	
   

  	
  4913

  
	
  Treasure Hill
  No. 14#

  	
   

  	
   

  	
   

  	
  4913

  
	
  Treasure Hill
  No. 15#

  	
   

  	
   

  	
   

  	
  4913

  
	
  Treasure Hill
  No. 16#

  	
   

  	
   

  	
   

  	
  4913

  
	
  Scott
  No. 12

  	
   

  	
   

  	
   

  	
  4913

  
	
  Lee No. 7

  	
   

  	
   

  	
   

  	
  4913

  
	
  Lee No. 8

  	
   

  	
   

  	
   

  	
  4913

  
	
  Lee No. 9

  	
   

  	
   

  	
   

  	
  4913

  
	
  Lee No. 10

  	
   

  	
   

  	
   

  	
  4913

  
	
  Lee No. 11

  	
   

  	
   

  	
   

  	
  4913

  
	
  Lee No. 5

  	
   

  	
   

  	
   

  	
  4914 (portion of)

  
	
  Lee No. 6

  	
   

  	
   

  	
   

  	
  4914 (portion of)

  
	
  Scott No. 6

  	
   

  	
   

  	
   

  	
  4914 (portion of)

  
	
  Scott No. 7

  	
   

  	
   

  	
   

  	
  4914 (portion of)

  
	
  Treasure Hill
  No. 20#

  	
   

  	
   

  	
   

  	
  4914 (portion of)

  
	
  Lee No. 1

  	
   

  	
   

  	
   

  	
  4883 (portion of)

  
	
  Lee No. 2

  	
   

  	
   

  	
   

  	
  4883 (portion of)

  
	
  Lee No. 3

  	
   

  	
   

  	
   

  	
  4883 (portion of)

  
	
  Lee No. 4

  	
   

  	
   

  	
   

  	
  4883 (portion of)

  
	
  Treasure Hill
  No. 17#

  	
   

  	
   

  	
   

  	
  4883 (portion of)

  
	
  Treasure Hill
  No. 18#

  	
   

  	
   

  	
   

  	
  4883 (portion of)

  
	
  Treasure Hill
  No. 19#

  	
   

  	
   

  	
   

  	
  4883 (portion of)

  
	
  Chicago
  Extension

  No.(portion of) Two Mine

  	
   

  	
   

  	
   

  	
  4883 (portion of)

  
	
  Chicago
  Extension

  No. Three Mine

  	
   

  	
   

  	
   

  	
  4883 (portion of)

  
	
  Florence Mine

  	
   

  	
   

  	
   

  	
  2117

  
	
  Burbank
  No. 1

  	
   

  	
   

  	
   

  	
  2115

  
	
  Burbank
  No. 2

  	
   

  	
   

  	
   

  	
  2116

  
	
  Burbank
  No. 4

  	
   

  	
   

  	
   

  	
  2286

  
	
  Utica & Gray
  Side

  	
   

  	
   

  	
   

  	
  3481

  



 



 A-6
 








Unpatented Claims:


	
   

  	
   

  	
   

  	
   

  	
  ORIGINAL

  RECORDATION

  	
   

  	
  MOST RECENT

  AMENDED

  RECORDATION

  	
   

  
	
  CLAIM NAME

  	
   

  	
  BLM SERIAL#

  	
   

  	
  BOOK

  	
   

  	
  PAGE

  	
   

  	
  BOOK

  	
   

  	
  PAGE

  	
   

  
	
  DAISY EXTENSION #9

  	
   

  	
  N MC 20000

  	
   

  	
  217

  	
   

  	
  292

  	
   

  	
  285

  	
   

  	
  351

  	
   

  
	
  MARK 1

  	
   

  	
  N MC 22259

  	
   

  	
  092

  	
   

  	
  012

  	
   

  	
  285

  	
   

  	
  397

  	
   

  
	
  MARK 2

  	
   

  	
  N MC 22260

  	
   

  	
  092

  	
   

  	
  013

  	
   

  	
  285

  	
   

  	
  399

  	
   

  
	
  MARK 13

  	
   

  	
  N MC 22261

  	
   

  	
  092

  	
   

  	
  050

  	
   

  	
  285

  	
   

  	
  401

  	
   

  
	
  MARK 14

  	
   

  	
  N MC 22262

  	
   

  	
  092

  	
   

  	
  051

  	
   

  	
  285

  	
   

  	
  403

  	
   

  
	
  MARK 15

  	
   

  	
  N MC 22263

  	
   

  	
  092

  	
   

  	
  052

  	
   

  	
  285

  	
   

  	
  405

  	
   

  
	
  MARK 25

  	
   

  	
  N MC 22264

  	
   

  	
  092

  	
   

  	
  053

  	
   

  	
  285

  	
   

  	
  407

  	
   

  
	
  MARK 26

  	
   

  	
  N MC 22265

  	
   

  	
  092

  	
   

  	
  054

  	
   

  	
  285

  	
   

  	
  409

  	
   

  
	
  MARK 27

  	
   

  	
  N MC 22266

  	
   

  	
  092

  	
   

  	
  055

  	
   

  	
  285

  	
   

  	
  411

  	
   

  
	
  DAISY EX. #7

  	
   

  	
  N MC 22267

  	
   

  	
  014

  	
   

  	
  038

  	
   

  	
  285

  	
   

  	
  349

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TREASURE HILL NO. 12#

  	
   

  	
  N MC 57224

  	
   

  	
  106

  	
   

  	
  152

  	
   

  	
  048

  	
   

  	
  433

  	
   

  
	
  TREASURE HILL NO. 13#

  	
   

  	
  N MC 57225

  	
   

  	
  106

  	
   

  	
  153

  	
   

  	
  048

  	
   

  	
  435

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MOLY 3

  	
   

  	
  N MC 57230

  	
   

  	
  013

  	
   

  	
  427

  	
   

  	
  048

  	
   

  	
  377

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MOLY 15

  	
   

  	
  N MC 57238

  	
   

  	
  013

  	
   

  	
  439

  	
   

  	
  048

  	
   

  	
  401

  	
   

  
	
  MOLY 16

  	
   

  	
  N MC 57239

  	
   

  	
  013

  	
   

  	
  440

  	
   

  	
  048

  	
   

  	
  403

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LOU 1

  	
   

  	
  N MC 57244

  	
   

  	
  158

  	
   

  	
  562

  	
   

  	
  285

  	
   

  	
  365

  	
   

  
	
  LOU 2 FR.

  	
   

  	
  N MC 57245

  	
   

  	
  158

  	
   

  	
  563

  	
   

  	
  285

  	
   

  	
  367

  	
   

  
	
  LOU 3

  	
   

  	
  N MC 57246

  	
   

  	
  158

  	
   

  	
  564

  	
   

  	
  285

  	
   

  	
  369

  	
   

  
	
  LOU 3 FR.

  	
   

  	
  N MC 57247

  	
   

  	
  158

  	
   

  	
  565

  	
   

  	
  285

  	
   

  	
  371

  	
   

  
	
  LOU 4

  	
   

  	
  N MC 57248

  	
   

  	
  158

  	
   

  	
  566

  	
   

  	
  285

  	
   

  	
  373

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DAISY 3

  	
   

  	
  N MC 57262

  	
   

  	
  013

  	
   

  	
  410

  	
   

  	
  048

  	
   

  	
  323

  	
   

  
	
  DAISY 4

  	
   

  	
  N MC 57263

  	
   

  	
  013

  	
   

  	
  411

  	
   

  	
  048

  	
   

  	
  325

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DAISY EXT. NUMBER 6#

  	
   

  	
  N MC 57265

  	
   

  	
  014

  	
   

  	
  037

  	
   

  	
  048

  	
   

  	
  329

  	
   

  
	
  DAISY EX.8

  	
   

  	
  N MC 57266

  	
   

  	
  014

  	
   

  	
  039

  	
   

  	
  048

  	
   

  	
  333

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LEE NO. 12

  	
   

  	
  N MC 57274

  	
   

  	
  013

  	
   

  	
  424

  	
   

  	
  048

  	
   

  	
  369

  	
   

  
	
  SHIPPER

  	
   

  	
  N MC 57275

  	
   

  	
  017

  	
   

  	
  301

  	
   

  	
  097

  	
   

  	
  218

  	
   

  
	
  SHIPPER NO. 1

  	
   

  	
  N MC 57276

  	
   

  	
  017

  	
   

  	
  300

  	
   

  	
  285

  	
   

  	
  441

  	
   

  
	
  SHIPPER NO. 2

  	
   

  	
  N MC 57277

  	
   

  	
  012

  	
   

  	
  102

  	
   

  	
  097

  	
   

  	
  222

  	
   

  



 



 A-7
 








 


	
   

  	
   

  	
   

  	
   

  	
  ORIGINAL

  RECORDATION

  	
   

  	
  MOST RECENT

  AMENDED

  RECORDATION

  	
   

  
	
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  BLM SERIAL#

  	
   

  	
  BOOK

  	
   

  	
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  PAGE

  	
   

  
	
  SHIPPER NO. 3

  	
   

  	
  N MC 57278

  	
   

  	
  110

  	
   

  	
  419

  	
   

  	
  097

  	
   

  	
  224

  	
   

  
	
  SHIPPER NO. 4

  	
   

  	
  N MC 57279

  	
   

  	
  011

  	
   

  	
  424

  	
   

  	
  285

  	
   

  	
  443

  	
   

  
	
  SCOTT NO. 1

  	
   

  	
  N MC 57280

  	
   

  	
  050

  	
   

  	
  110

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCOTT NO. 2

  	
   

  	
  N MC 57281

  	
   

  	
  050

  	
   

  	
  111

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCOTT NO. 4

  	
   

  	
  N MC 57582

  	
   

  	
  050

  	
   

  	
  113

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCOTT NO. 5

  	
   

  	
  N MC 57583

  	
   

  	
  050

  	
   

  	
  114

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCOTT NO. 8

  	
   

  	
  N MC 57286

  	
   

  	
  050

  	
   

  	
  117

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCOTT NO. 9

  	
   

  	
  N MC 57287

  	
   

  	
  050

  	
   

  	
  118

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCOTT NO. 10

  	
   

  	
  N MC 57288

  	
   

  	
  050

  	
   

  	
  119

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCOTT NO. 27

  	
   

  	
  N MC 57298

  	
   

  	
  051

  	
   

  	
  490

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCOTT NO. 28

  	
   

  	
  N MC 57299

  	
   

  	
  051

  	
   

  	
  491

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCOTT NO. 29

  	
   

  	
  N MC 57300

  	
   

  	
  051

  	
   

  	
  492

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCOTT NO. 30

  	
   

  	
  N MC 57301

  	
   

  	
  051

  	
   

  	
  493

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCOTT NO. 31

  	
   

  	
  N MC 57302

  	
   

  	
  051

  	
   

  	
  494

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCOTT NO. 32

  	
   

  	
  N MC 57303

  	
   

  	
  051

  	
   

  	
  495

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCOTT NO. 33

  	
   

  	
  N MC 57304

  	
   

  	
  051

  	
   

  	
  496

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCOTT NO. 34

  	
   

  	
  N MC 57305

  	
   

  	
  051

  	
   

  	
  497

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCOTT NO. 35

  	
   

  	
  N MC 57306

  	
   

  	
  051

  	
   

  	
  498

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCOTT NO. 36

  	
   

  	
  N MC 57307

  	
   

  	
  051

  	
   

  	
  499

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCOTT NO. 37

  	
   

  	
  N MC 57308

  	
   

  	
  051

  	
   

  	
  500

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 3

  	
   

  	
  N MC 57309

  	
   

  	
  092

  	
   

  	
  014

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 4

  	
   

  	
  N MC 57310

  	
   

  	
  092

  	
   

  	
  015

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 5

  	
   

  	
  N MC 57311

  	
   

  	
  092

  	
   

  	
  016

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 6

  	
   

  	
  N MC 57312

  	
   

  	
  092

  	
   

  	
  017

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 7

  	
   

  	
  N MC 57313

  	
   

  	
  092

  	
   

  	
  018

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 8

  	
   

  	
  N MC 57314

  	
   

  	
  092

  	
   

  	
  019

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 9

  	
   

  	
  N MC 57315

  	
   

  	
  092

  	
   

  	
  020

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 10

  	
   

  	
  N MC 57316

  	
   

  	
  092

  	
   

  	
  022

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 11

  	
   

  	
  N MC 57317

  	
   

  	
  092

  	
   

  	
  023

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 12

  	
   

  	
  N MC 57318

  	
   

  	
  092

  	
   

  	
  024

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 16

  	
   

  	
  N MC 57319

  	
   

  	
  092

  	
   

  	
  021

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 17

  	
   

  	
  N MC 57320

  	
   

  	
  092

  	
   

  	
  025

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 18

  	
   

  	
  N MC 57321

  	
   

  	
  092

  	
   

  	
  026

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 19

  	
   

  	
  N MC 57322

  	
   

  	
  092

  	
   

  	
  027

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 20

  	
   

  	
  N MC 57323

  	
   

  	
  092

  	
   

  	
  028

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 21

  	
   

  	
  N MC 57324

  	
   

  	
  092

  	
   

  	
  029

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 22

  	
   

  	
  N MC 57325

  	
   

  	
  092

  	
   

  	
  030

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 23

  	
   

  	
  N MC 57326

  	
   

  	
  092

  	
   

  	
  031

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 24

  	
   

  	
  N MC 57327

  	
   

  	
  092

  	
   

  	
  032

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 A-8
 








 


	
   

  	
   

  	
   

  	
   

  	
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  PAGE

  	
   

  	
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  PAGE

  	
   

  
	
  MARK 28

  	
   

  	
  N MC 57328

  	
   

  	
  092

  	
   

  	
  056

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 29

  	
   

  	
  N MC 57329

  	
   

  	
  092

  	
   

  	
  033

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 30

  	
   

  	
  N MC 57330

  	
   

  	
  092

  	
   

  	
  034

  	
   

  	
  285

  	
   

  	
  413

  	
   

  
	
  MARK 31

  	
   

  	
  N MC 57331

  	
   

  	
  092

  	
   

  	
  035

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 32

  	
   

  	
  N MC 57332

  	
   

  	
  092

  	
   

  	
  036

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 33

  	
   

  	
  N MC 57333

  	
   

  	
  092

  	
   

  	
  037

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 34

  	
   

  	
  N MC 57334

  	
   

  	
  092

  	
   

  	
  038

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 35

  	
   

  	
  N MC 57335

  	
   

  	
  092

  	
   

  	
  039

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 36

  	
   

  	
  N MC 57336

  	
   

  	
  092

  	
   

  	
  040

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 39

  	
   

  	
  N MC 57337

  	
   

  	
  092

  	
   

  	
  057

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 40

  	
   

  	
  N MC 57338

  	
   

  	
  092

  	
   

  	
  058

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 41

  	
   

  	
  N MC 57339

  	
   

  	
  092

  	
   

  	
  059

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 42

  	
   

  	
  N MC 57340

  	
   

  	
  092

  	
   

  	
  060

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 43

  	
   

  	
  N MC 57341

  	
   

  	
  092

  	
   

  	
  061

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 44

  	
   

  	
  N MC 57342

  	
   

  	
  092

  	
   

  	
  062

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 45

  	
   

  	
  N MC 57343

  	
   

  	
  092

  	
   

  	
  063

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 46

  	
   

  	
  N MC 57344

  	
   

  	
  092

  	
   

  	
  064

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MARK 48

  	
   

  	
  N MC 57345

  	
   

  	
  092

  	
   

  	
  041

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RUBY

  	
   

  	
  N MC 57369

  	
   

  	
  104

  	
   

  	
  365

  	
   

  	
  285

  	
   

  	
  419

  	
   

  
	
  RUBY FRACTION

  	
   

  	
  N MC 57370

  	
   

  	
  106

  	
   

  	
  503

  	
   

  	
  285

  	
   

  	
  421

  	
   

  
	
  RUBY #1

  	
   

  	
  N MC 57371

  	
   

  	
  104

  	
   

  	
  366

  	
   

  	
  285

  	
   

  	
  423

  	
   

  
	
  RUBY #2

  	
   

  	
  N MC 57372

  	
   

  	
  104

  	
   

  	
  367

  	
   

  	
  285

  	
   

  	
  425

  	
   

  
	
  RUBY #3

  	
   

  	
  N MC 57373

  	
   

  	
  104

  	
   

  	
  437

  	
   

  	
  285

  	
   

  	
  427

  	
   

  
	
  RUBY #4

  	
   

  	
  N MC 57374

  	
   

  	
  104

  	
   

  	
  368

  	
   

  	
  285

  	
   

  	
  429

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JENNY

  	
   

  	
  N MC 57380

  	
   

  	
  104

  	
   

  	
  280

  	
   

  	
  285

  	
   

  	
  353

  	
   

  
	
  JENNY #1

  	
   

  	
  N MC 57381

  	
   

  	
  104

  	
   

  	
  281

  	
   

  	
  285

  	
   

  	
  355

  	
   

  
	
  JENNY #2

  	
   

  	
  N MC 57382

  	
   

  	
  104

  	
   

  	
  282

  	
   

  	
  285

  	
   

  	
  357

  	
   

  
	
  JENNY #3

  	
   

  	
  N MC 57383

  	
   

  	
  104

  	
   

  	
  282

  	
   

  	
  285

  	
   

  	
  359

  	
   

  
	
  JENNY #4

  	
   

  	
  N MC 57384

  	
   

  	
  104

  	
   

  	
  283

  	
   

  	
  285

  	
   

  	
  361

  	
   

  
	
  JENNY #5

  	
   

  	
  N MC 57385

  	
   

  	
  104

  	
   

  	
  284

  	
   

  	
  285

  	
   

  	
  363

  	
   

  
	
  PATSY A. FR.

  	
   

  	
  N MC 57386

  	
   

  	
  136

  	
   

  	
  230

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PATSY B. FR.

  	
   

  	
  N MC 57387

  	
   

  	
  136

  	
   

  	
  231

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PATSY C. FR.

  	
   

  	
  N MC 57388

  	
   

  	
  136

  	
   

  	
  232

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PATSY B

  	
   

  	
  N MC 57389

  	
   

  	
  136

  	
   

  	
  234

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PATSY NO. 1B

  	
   

  	
  N MC 57390

  	
   

  	
  136

  	
   

  	
  233

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PATSY NO. 2 B

  	
   

  	
  N MC 57391

  	
   

  	
  136

  	
   

  	
  235

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NEVADA MOLY-30

  	
   

  	
  N MC 154684

  	
   

  	
  275

  	
   

  	
  164

  	
   

  	
  290

  	
   

  	
  182

  	
   

  
	
  NEVADA MOLY-31

  	
   

  	
  N MC 154685

  	
   

  	
  275

  	
   

  	
  166

  	
   

  	
  290

  	
   

  	
  184

  	
   

  



 



 A-9
 








 


	
   

  	
   

  	
   

  	
   

  	
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  RECORDATION

  	
   

  	
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  PAGE

  	
   

  	
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  PAGE

  	
   

  
	
  NEVADA MOLY-32

  	
   

  	
  N MC 154686

  	
   

  	
  275

  	
   

  	
  168

  	
   

  	
  290

  	
   

  	
  186

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RED RUBY #5 

  	
   

  	
  N MC 804035 

  	
   

  	
  Fee

  No. 1999-462981 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RED RUBY #6 

  	
   

  	
  N MC 804036 

  	
   

  	
  Fee

  No. 1999-462982 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RED RUBY #7 

  	
   

  	
  N MC 804037 

  	
   

  	
  Fee

  No. 1999-46283 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RED RUBY #8 

  	
   

  	
  N MC 804038 

  	
   

  	
  Fee

  No. 1999-462984 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RED RUBY #9 

  	
   

  	
  N MC 804039 

  	
   

  	
  Fee

  No. 1999-462985 

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Claim Name

  	
   

  	
  BLM Recording #

  
	
  IG 219

  	
   

  	
  953050

  
	
  IG 233

  	
   

  	
  953051

  
	
  IG 234

  	
   

  	
  953052

  
	
  IG 235

  	
   

  	
  953053

  
	
  IG 237

  	
   

  	
  953054

  
	
  IG 238

  	
   

  	
  953055

  
	
  IG 240

  	
   

  	
  pending

  
	
  IG 243

  	
   

  	
  953056

  
	
  IG 303

  	
   

  	
  953059

  
	
  IG 304

  	
   

  	
  953060

  
	
  IG 305

  	
   

  	
  953061

  
	
  IG 306

  	
   

  	
  953062

  
	
  IG 307

  	
   

  	
  953063

  
	
  IG 308

  	
   

  	
  953064

  
	
  IG 309

  	
   

  	
  953065

  
	
  IG 310

  	
   

  	
  953066

  
	
  IG 311

  	
   

  	
  953067

  
	
  IG 312

  	
   

  	
  953068

  
	
  IG 313

  	
   

  	
  953069

  
	
  IG 314

  	
   

  	
  953070

  
	
  IG 315

  	
   

  	
  953071

  
	
  IG 316

  	
   

  	
  953072

  
	
  IG 317

  	
   

  	
  953073

  
	
  IG 319

  	
   

  	
  953075

  
	
  IG 320

  	
   

  	
  953076

  
	
  IG 322

  	
   

  	
  953078

  
	
  IG 323

  	
   

  	
  953079

  
	
  IG 324

  	
   

  	
  953080

  



 



 A-10
 








 


	
  Claim Name

  	
   

  	
  BLM Recording #

  
	
  IG 325

  	
   

  	
  953081

  
	
  IG 326

  	
   

  	
  953082

  
	
  IG 327

  	
   

  	
  953083

  
	
  IG 328

  	
   

  	
  953084

  
	
  IG 329

  	
   

  	
  953085

  
	
  IG 330

  	
   

  	
  953086

  
	
  IG 331

  	
   

  	
  953087

  



 


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