and all evidences of indebtedness, and further
excepting the perpetual right and ownership
of the residence now occupied by Arthur B.

Copy

after provided upon the terms hereinafter set forth.

The parties hereto are entering into a reorganization
with a new corporation, under the name of Empire Star Mines
Company, Limited a Delaware corporation, formed for the purpose,
or acquiring properties of the parties hereto, and the parties
hereto are parties or a reorganization under the United States
Revenue Act of 1928, the Newmont Empire acquiring at least a
majority of the voting stock of the new corporation, and the
North Star Mines Company selling substantially all of its prop-
erties to Empire Starr Mines Co.

In consideration of the premises and of the covenants to
be by each party kept and performed and of the sum of One Dollar
in hand paid by NEWMONT EMPIRE, receipt whereof by NORTH STAR
is hereby acknowledged,

It is mutually agreed as follows:

1. NEWMONT EMPIRE shall promptly cause to be organized a corporation, under the name of EMPIRE STAR MINES CORPORATION, LIMITED, (hereinafter designated as the "New Corporation") under the laws of Delaware, having an authorized capital stock of TWO MILLION DOLLARS, divided into TWO HUNDRED THOUSAND SHARES having a par value of TEN DOLLARS each. The provisions of the Certificates of Incorporation and By-Laws shall conform in general to those of NEWMONT EMPIRE, subject to such changes as NEWMONT EMPIRE may deem advisable.

2. NEWMONT EMPIRE will cause to be conveyed to the NEW CORPORATION when organized and qualified to do business in the State of California, the whole of the property agreed to be sold

advisable to carry into effect the agreements
between the Newmont Empire Mine Company
and the North Star Mines Company, dated the

lying west of the said Footes residence. A blue print of all of
said property shall be promptly provided by NORTH STAR. The NEW
CORPORATION, however, shall have the right to maintain and use
any existing shefts, offices or other works incident to the
mine which are now in the property reserved.

5. NORTH STAR and NEWMONT EMPIRE each states and represents on its own part that its title to all of the said property is marketable, but it is agreed that NORTH STAR only warrants its title against any encumbrances or liens suffered by it. NORTH STAR and EMPIRE each shall assume all liability against it arising out of contracts, trespass or other tort, or under the Workmen's Compensation Act, and also all other liability arising out of any United States income tax which may result in a lien on the property conveyed.

6. In consideration of such conveyances and pay-
ments NEWMONT EMPIRE will cause the NEW CORPORATION to issue at
per full paid and non-assessable shares of its common capital
stock as follows:

To NEWMONT EMPIRE MINE CO. . . . . . . 45,900 shares
To NORTH STAR MINES COMPANY / . . . . . 44,100 shares

That said 45,900 shares will be at least a majority
of the voting stock of the NEW COMPANY which has but one class
of stock.

7. NORTH STAR shall pay all taxes levied or as-
sessed for the fiscal year ending June 30, 1929, and also one-
sixth of all taxes levied or assessed for the fiscal year be-
ginning July 1, 1929. All insurance premiums shall be prorated
from their respective dates of maturity to May 1, 1929.

8. NORTH STAR shall place in possession of the whole of the property thus conveyed by it, the representative of NEWMONT EMPIRE at midnight on April 30, 1929. It will close all accounts as of April 30, 1929, midnight, and will open new accounts May 1, 1929, to include therein payment for all supplies arriving after midnight April 30, 1929. NORTH STAR will continue the normal operation up to midnight of April 30, 1929, including development work at the present rate. No abnormal stopping will be done and all pillars will be left intact. It will make a normal cleanup without sweating plates May 1, 1929, at its own expense. Any ore remaining in bins, chutes, etc., after April 30th shall pass with the property.

9. The conveyance of the property shall be made by an instrument or instruments approved as to form by Carroll Gear and Archibald Douglas, and each party will execute such further instruments as may be necessary from time to time to vest in the NEW CORPORATION titles to the properties in accordance with this agreement.

Mr. George B. Agnew, representing North Star, undertakes to procure whatever consent of stockholders of NORTH STAR may be required under the laws of New Jersey to approve the conveyance of this property as herein provided for.

IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed in their corporate name and under their corporate seals by their officers thereunto duly authorized

and all evidences of indebtedness, and, further
excepting the perpetual right and ownership
of the residence now occupied by Arthur B.

New York, N. Y.

April 30, 1929

To the Board of Directors of
Empire Star Mines Company, Limited.

Gentlemen:-

The undersigned North Star Mines Company,
hereby offers to sell and convey to Empire Star Mines Company
Limited all of its properties lying in the Grass Valley
Mining District, Nevada County, California, including all
the real and personal property of every kind and description
owned by it in said Grass Valley Mining District, together
with any and all rights and interests therein, including any
water rights, excepting any moneys or representatives of
moneys, bonds or other securities, checks, drafts, notes,
bank deposits, bills receivable or evidences of indebtedness
due it, (provided the undersigned shall always have access
to any records delivered for the purpose of determining income
or for other purposes) and shall also pay to you in addition
the sum of One Hundred and Fifty Thousand ($150,000.) Dollars
in cash, the above being substantially all the properties of
this company. There shall be excepted therefrom however,
the perpetual right and ownership of the residence now occupied
by Mr. A. D. Foote together with the surface of 100 acres lying
west thereof, and the residence known as the "Hague Residence"
with the surface rights to a depth of 150 feet in the grounds

Resolved, That the President or Vice President
and Secretary of this Company be and they
hereby are empowered and directed to take
all steps or steps to do all things necessary or
advisable to carry into effect the agreements
between the Newmont Empire Mine Company
and the North Star Mines Company, dated the

2.

appertaining thereto, such grounds being those now delimited
by existing fences, EXCEPT that the old cottage situate in
the southwest corner of the residence property together with
grounds appertaining thereto shall be enclosed in a fence
and passed to the Empire Star Mine Company, Limited
Empire Star Mine Company, Limited

This offer is further contingent, however, on
your acquiring from the Newmont Empire Mine Company the
property of the Empire Mine situate in Grass Valley Mining
District simultaneously herewith, as in said agreement
described and of accepting the written offer of the Newmont
Empire Mines Company, a copy of which you have submitted to
us, the whole matter to be closed as one transaction.

The Empire Star Mines Company, Limited, shall upon
the acceptance of this offer, issue to the undersigned 44,100
shares of its common capital stock at $10.00 par value, as
full-paid and non-assessable, in consideration of the conveyance
to it of the properties of the undersigned referred to above.
The Newmont Empire Mine Company at the same time in consideration
of the conveyance of its properties as above shall receive
45,900 shares of said stock. The above 90,000 shares in all

MINUTES OF SPECIAL MEETING OF STOCKHOLDERS

of

NORTH STAR MINES COMPANY.

A Special Meeting of stockholders of North
Star Mines Company was held at the office of the corporation
Room 1203, 82 Beaver Street, New York City at 12:00 M.
o'clock Noon on the 29th day of May, 1929.

Mr. Agnew the President of the company presided
at the meeting and acted as Chairman thereof and Mr. R. W.
Jevons acted as Secretary.

There were present at the meeting in person
One Thousand and Seventy-seven (1077) shares and by proxy
One Hundred Ninety Four Thousand Seven Hundred Sixty Nine
(194,769) shares, constituting One Hundred Ninety Five
Thousand Eight Hundred Forty-six (195,846) shares, or
over Seventy-eight (78⅝) per cent of the total outstanding
stock entitled to vote.

The President then stated that a quorum was
present and that the meeting was properly organized to
proceed with business.

The Secretary then presented an Affidavit of

mailing of Notice of Meeting to all stockholders of record entitled to vote and the same was ordered affixed to the minutes of the meeting.

The President then stated that the purpose of calling this meeting was to consider the question of disposing of substantially all of the company's property to a new corporation which had been formed called the EMPIRE STAR MINES CO. LTD., pursuant to an agreement entered into with the Newmont Empire Mines Company under a plan of reorganization involving this company, the Newmont Empire Mines Company and the Empire Star Mines Co. Ltd.

Mr. Agnew then stated that the Board of Directors at a meeting held on the 29th day of April, had agreed to the plan of reorganization as outlined in the various agreements and had passed proper resolutions authorizing the transfer of the properties of this company to the new company, the consideration for which was to be Forty-four Thousand One Hundred (44,100) shares of the capital stock of the new company which it was intended under the plan of reorganization to distribute to the stockholders of this company. The minutes of the meeting of the Board of Directors held the 29th day of April, 1929, together with a copy of the agreement and offer of sale were then submitted to the meeting and the same were approved. Mr. Agnew

then stated that the principal purposes of calling
this meeting were to adopt the plan of reorganization
recommended by the directors and to ratify the acts of
the directors and officers in carrying out said plan
and transferring to the Empire Star Mines Co. Ltd.
substantially all of the assets of this corporation; to
authorize the directors when the stock of the Empire Star
Mines Co. Ltd. is received by this corporation to distribute
as a dividend in reorganization
so much thereof as may be decided by the Board of Directors
after reserving a proper portion to cover the expenses of
the company and also to give the directors power to dissolve
the corporation.

On motion duly made, seconded and carried, the
following preambles and resolutions were submitted to the
meeting for adoption or rejection:

WHEREAS, the Board of Directors have recommended
and adopted a plan of reorganization involving this corpora-
tion the Empire Star Mines Co. Ltd., the Newmont Mining
Company, the Empire Mines Company and the Newmont Empire
Mines Company; and

WHEREAS, pursuant to said plan of reorganization
the Board of Directors have entered into an agreement with
the Newmont Empire Mines Company pursuant to which sub-
stantially all of the assets of this corporation have been

316

transferred to Empire Star Mines Co. Ltd. in consideration
of the issuance to this corporation of Forty-four Thousand
One Hundred (44,100) shares of the stock of the Empire
Star Mines Company representing Forty-nine (49%) per cent
of the issued capital stock; and

WHEREAS, in further pursuance of said plan of
reorganization Forty-five Thousand Nine Hundred (45,900)
shares of the stock of the Empire Star Mines Co. Ltd. is
to be issued to the Newmont Empire Mines Co. Ltd. in
consideration for the transfer of substantially
all of its assets: and

WHEREAS, the Board of Directors have heretofore
adopted resolutions approving said plan and have consummated
said agreement by delivering the necessary instruments
transferring substantially all of the assets of this company
to said Empire Star Mines Co. Ltd.; and

WHEREAS, one of the purposes of this meeting
as stated in the notice of Meeting is to vote upon the
question of the advisability of dissolving this corporation
upon the final completion of the plan of reorganization; and

WHEREAS, the Board of Directors have called
this meeting for said purpose, among others, and consider

it advisable to ultimately dissolve,

NOW, THEREFORE, RESOLVED, that the acts
of the Board of Directors and the officers of
this corporation in entering into the plan of
reorganization and the agreements thereunder
substantially transferring all of the assets of
this corporation to Empire Star Mines Co. Ltd.
and in pursuance thereto executing and delivering
to Empire Star Mines Co. Ltd. deeds and other
instruments transferring and conveying the said
assets BE AND THE SAME HEREBY ARE RATIFIED,
APPROVED AND CONFIRMED AND ADOPTED as and for the
acts of this corporation.

FURTHER RESOLVED, that the payment pursuant
to said Plan of Reorganization and under said agree-
ment of One Hundred Fifty Thousand ($150,000.) Dollars
in cash to Empire Star Mines Co. Ltd. by this
corporation through its officers as authorized by
its Board of Directors be and the same hereby is
ratified, approved, confirmed and adopted as and for
the act of the corporation.

FURTHER RESOLVED, that upon receipt by this
corporation of the Forty-four Thousand One Hundred
(44,100) shares of the capital stock of the Empire

318

Star Mines Co. Ltd. pursuant to said contract
and under said plan of reorganization, the Board
of Directors be and they hereby are authorized
and empowered to distribute ratably to the stock-
holders of this corporation as a distribution in
reorganization so much thereof as may be decided
by the Board of Directors.

FURTHER RESOLVED, that the Board of Directors
and/or the proper officers of this corporation be
and they hereby are authorized and empowered to take
such steps at such times as they may deem advisable
to dissolve this corporation and for and on behalf
of the stockholders to sign and file any certificate
or instrument as may be necessary to effect a dissolu-
tion of this company.

FURTHER RESOLVED, that the Board of Directors
and/or the proper officers be authorized, directed
and empowered to do all such further acts, take all
such further steps and do all such things as in
the discretion of the Board of Directors appear for
the best interests of the stockholders in connection
with the plan of reorganization.

320

resolutions and no votes cast against the adoption:

(Signed)

(Signed)

Mr. Agnew then stated that he felt it advisable
to adjourn the meeting until some day next week due to the
fact that the counsel for the company, Mr. Archibald Douglas,
was not able to be present and there were certain matters
which he felt that Mr. Douglas might have some suggestions
which would be to the benefit of the stockholders of the
company, and therefore suggested that the meeting be ad-
journed until 1:00 o'clock P.M. on June 4th. On motion
duly made, seconded and carried, it was, therefore,
unanimously

RESOLVED, that this meeting be adjourned
until June 4th, 1929, to re-convene at 1:00 o'clock
P. M. at the same place.

The meeting was therefore adjourned pursuant
to the above resolution, to re-convene on June 4th, 1929
at 1:00 o'clock P. M. at 82 Beaver Street, New York City.

R. W. Jevons
Secretary of the meeting

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE
OF INCORPORATION

OF
"NORTH STAR MINES COMPANY"

NORTH STAR MINES COMPANY, a corporation of the
State of New Jersey by its President and Secretary, does
hereby certify:

<u>FIRST:</u> That the principal office of the Com-
pany is located at No. 15 Exchange Place in the County of
Hudson, State of New Jersey and that the agent therein
and in charge thereof and on whom process on the corpora-
tion may be served is THE CORPORATION TRUST COMPANY.

<u>SECOND:</u> That at a meeting of the Board of
Directors of said NORTH STAR MINES COMPANY duly held and
convened on the 1st day of October, 1929, the following
resolution was duly passed by said Board of Directors,
namely:

"RESOLVED: That the Board of Directors of North Star Mines Company do hereby declare and resolve that it is advisable to amend the Certificate of Incorporation of this company by striking out the Fourth Paragraph of the Certificate of Incorporation, now reading as follows:

'FOURTH: The total authorized capital of the company shall be Five Million ($5,000,000) Dollars, divided into Five Hundred Thousand (500,000) shares of the par value of Ten ($10) Dollars each; but of this capital only one-half, namely, Two Million Five Hundred Thousand ($2,500,000) Dollars divided into Two Hundred Fifty Thousand ($50,000) shares of the par value of Ten ($10) Dollars each shall be at present offered for subscription or issue.'

and substitute in place and stead thereof a new
Fourth Paragraph to read as follows:

'FOURTH: The total authorized capital of the company shall be Two Hundred Fifty Thousand ($250,000) Dollars, divided into Two Hundred Fifty Thousand ($50,000) shares with a par value of One ($1.00) Dollar each.'

It was further,

RESOLVED, that the Board of Directors
hereby calls a meeting of the stockholders
of the company to be held at the company's
office, No. 82 Beaver Street, New York City,
New York, on Tuesday, the 29th day of October,
1929 at 12:00 o'clock Noon, to take action
on the foregoing resolution."

THIRD: That pursuant to the aforesaid resolu-
tion of the Board of Directors of said North Star Mines
Company and upon notice duly given to each stockholder
of said corporation as required by its By-Laws a special
meeting of the stockholders of said corporation was held
at the office of the corporation, No. 82 Beaver Street,
New York City, New York on October 29, 1929 at 12:00 o'clock
Noon to take action upon said resolution. That at said
special meeting of stockholders more than two-thirds in
interest of all the stockholders having voting powers
namely, the holders of Two Hundred Eleven Thousand
Five Hundred Sixty-nine (211,569) shares out of the total
of Two Hundred Fifty Thousand (250,000) shares issued and
outstanding were present in person or represented by proxy
and that more than two-thirds in interest of each class
of the stockholders having voting powers, to wit the holders
of Two Hundred Eleven Thousand Five Hundred Sixty-nine
(211,569) shares of common stock voted in favor of the
amendment of Paragraph FOURTH of the Certificate of In-
corporation of said NORTH STAR MINES COMPANY in the manner
and respects set forth in the aforesaid Resolution of the
Board of Directors of said corporation.

IN WITNESS WHEREOF, said NORTH STAR MINES COMPANY

STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )

BE IT REMEMBERED that on this 6 day of
November, 1929 before me, the subscriber, a Notary Public
personally appeared GEORGE B. AGNEW and CLEVELAND B. DODGE
who I am satisfied are the persons named in and who
executed the foregoing Certificate; the said GEORGE B.
AGNEW being to me known and known to me to be the President
and the said CLEVELAND B. DODGE being to me known and
known to me to be the Secretary of NORTH STAR MINES
COMPANY, the corporation named in and which executed the
foregoing certificate and I having first made known to
them and each of them the contents thereof, they did
thereupon severally acknowledge that they signed, sealed
and delivered the same as their voluntary act and deed for
the uses and purposes therein expressed.

And the said CLEVELAND E. DODGE being by me
duly sworn according to law on his oath does depose and
say that he is the Secretary of NORTH STAR MINES COMPANY
the corporation named in and which executed the foregoing
Certificate; that the seal affixed to the foregoing cer-
tificate is the corporate seal of the said corporation, the
same being well known to him; that GEORGE B. AGNEW is the
President of said corporation and signed said certificate
and affixed said seal thereto and delivered said certificate
by authority of the Board of Directors of said Corporation
and with the assent of more than two-thirds in interest of
each class of the stockholders of said corporation having
voting powers as and for his voluntary act and deed and the