Calais Resources Inc Sample Contracts

LOAN AGREEMENT
Loan Agreement • October 14th, 2003 • Calais Resources Inc • Metal mining • Colorado
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LOAN AGREEMENT
Loan Agreement • November 13th, 2003 • Calais Resources Inc • Metal mining • Colorado
MUTUAL RELEASE
Mutual Release • November 13th, 2003 • Calais Resources Inc • Metal mining • Colorado
EXHIBIT 10.2 PURCHASE OPTION AGREEMENT FEBRUARY 28, 2003
Purchase Option Agreement • April 14th, 2004 • Calais Resources Inc • Metal mining
RECITALS
Settlement Agreement and Mutual General Release • April 14th, 2004 • Calais Resources Inc • Metal mining • Nevada
Employment Agreement with Brent E. Timmons dated October 26, 2011
Employment Agreement • October 28th, 2011 • Calais Resources Inc • Metal mining • Colorado

WHEREAS the Company and Executive desire that the agreements and understandings pursuant to which the Company has agreed to hire Executive and Executive has agreed to serve be set forth in writing for the benefit of both parties:

EMPLOYMENT AGREEMENT WITH R. DAVID RUSSELL DATED SEPTEMBER 1, 2011
Employment Agreement • October 14th, 2011 • Calais Resources Inc • Metal mining • Colorado
PURCHASE AGREEMENT among Elkhorn Goldfields, LLC Calais Resources, Inc. Calais Resources Colorado, Inc. and Apollo Gold, Inc. made as of February 1, 2010
Purchase Agreement • May 9th, 2011 • Calais Resources Inc • Metal mining • Colorado

This PURCHASE AGREEMENT (this “Agreement”) among Elkhorn Goldfields, LLC, a Delaware limited liability company (“Buyer”), Apollo Gold, Inc., a Delaware corporation (“Seller”), Calais Resources Colorado, Inc., a Nevada corporation (“Calais Colorado”), and Calais Resources, Inc., a corporation organized under the laws of British Columbia (“Calais Resources” and, together with Calais Colorado, “Calais”), is made as of February 1, 2010 (the “Effective Date”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 9th, 2011 • Calais Resources Inc • Metal mining • Colorado

WHEREAS the Executive is an Officer of the Company and is employed in the Business (as defined below) operated by the Company; and

EXTENSION AGREEMENT WITH BRIGUS GOLD CORP. DATED JUNE 8, 2011
Extension Agreement • June 10th, 2011 • Calais Resources Inc • Metal mining

This Extension Agreement (the “Agreement”) is dated as of June 08, 2011 and is made by and among Brigus Gold Corp., a Canadian corporation (“BGC”), Brigus Gold, Inc., a Delaware corporation (“BGI” and, together with BGC, “Brigus”), Calais Resources Inc., a British Columbia corporation (“CRI”), and Calais Resources Colorado, Inc., a Nevada corporation (“CRCI” and, together with CRI, “Calais”).

AGREEMENT BY CALAIS RESOURCES COLORADO, INC. TO PURCHASE PERPETUAL INDEPENDENT ROYALTY INTEREST DATED JUNE 1, 1988 IN FAVOR OF TUSCO, INCORPORATED
Agreement by Calais Resources • May 9th, 2011 • Calais Resources Inc • Metal mining • Colorado

This "Agreement to Purchase Perpetual Independent Royalty Interest Dated June 1, 1988 in Favor of Tusco, Incorporated" (the "Agreement", or "Purchase Agreement") is dated and effective this 4th day of April, 2008.

PURCHASE OPTION AGREEMENT
Purchase Option Agreement • November 13th, 2003 • Calais Resources Inc • Metal mining
SETTLEMENT AGREEMENT
Settlement Agreement • May 9th, 2011 • Calais Resources Inc • Metal mining • Colorado

This Settlement Agreement (the "Agreement") is entered into as of October 27, 2010 (the "Effective Date"), by and between Calais Resources, Inc. ("Calais") and David Young ("Young").

ALLONGE TO PROMISSORY NOTE
Calais Resources Inc • May 9th, 2011 • Metal mining

This Allonge, the 2005 Allonge and the attached Note constitute collectively one and a singular instrument, and one shall not be negotiated, transferred or conveyed without the other; and the "Lender." within the meaning of the Loan Agreement, shall not effect any transferor replacement of the Note without attachment of the 2005 Allonge and this Allonge. Unless otherwise defined oi the context otherwise requires, capitalized terms used in this Allonge shall have the meanings assigned them in the Loan Agreement and the Letter Agreement

Promissory Note
Calais Resources Inc • May 9th, 2011 • Metal mining • Colorado
SETTLEMENT AGREEMENT FOR CERTAIN DEBENTURES
Settlement Agreement • May 9th, 2011 • Calais Resources Inc • Metal mining • Colorado

This Settlement Agreement For Certain Debentures (hereinafter, the “Agreement”) is made and entered into on this 10 day of December 2010, by and among Calais Resources, Inc., a corporation organized wider the laws of British Columbia ("Calais"), Marlowe and Judy Harvey ("Mr. and Mrs. Harvey"), and Argus Resources, Inc. ("Argus”). Mr. and Mrs. Harvey and Argus are collectively referred to as the “Harvey Parties,” Calais and the Harvey Parties are collectively referred to as the "Parties"

ALLONGE TO PROMISSORY NOTE
Calais Resources Inc • May 9th, 2011 • Metal mining

PURSUANT TO a loan agreement dated August 1, 2003 (the "Loan Agreement"), Calais Resources, Inc., a British Columbia corporation ("Calais BC"), Calais Resources Colorado, Inc., a Nevada corporation ("Calais Colorado"), and Aardvark Agencies, Inc., a Washington corporation ("Aardvark" and, collectively with Calais BC and Calais Colorado, the "Borrowers") executed and delivered the promissory note of the same date in the original principal amount of US $4,500,000 to which this Allonge is attached (the "Note"), payable to the parties described therein as the "Note Holder." On the date of this Allonge, MFPI Partners, LLC, a Delaware limited liability company (the "Purchaser"), has purchased the Note from the Note Holder, and taken an assignment of its interests in the Note, the Loan Agreement and certain collateral documentation relating thereto. Pursuant to a letter agreement dated the date hereof among the Borrowers and the Purchaser (the "Letter Agreement"), the Borrowers have adopted t

NOTE AND TRUST DEED MODIFICATION AGREEMENT OF MAY 2009
Note and Trust Deed Modification Agreement • June 13th, 2011 • Calais Resources Inc • Metal mining
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Endorsement
Calais Resources Inc • May 9th, 2011 • Metal mining

This Endorsement is attached to and made a part of that certain Promissory Note dated August 11,2005, with an original principal balance of $807,650.11, as amended by an Extension of Deed of Trust and Security Agreement dated December 21, 2007, a Note and Trust Deed Modification Agreement of April 2008 dated June 12, 2008, a Note and Trust Deed Modification Agreement of August 2008 dated August 22, 2008, a Note and Trust Deed Modification Agreement of January 2009 dated January 22, 2009 and a Note and Trust Deed Modification Agreement of May 2009 dated May 26, 2009 (collectively, the "Promissory Note"), made by Calais Resources, Inc., and Calais Resources Colorado, Inc. (collectively, the "Maker") to Duane A. Duffy, Glenn E. Duffy, Luke Garvey and James Ober, known as the Duffy Group (collectively, the "Holder").

AMENDMENT AND EXTENSION AGREEMENT
Extension Agreement • May 9th, 2011 • Calais Resources Inc • Metal mining

This Amendment and Extension Agreement is made as of the 10th day of November, 2005, by and between Calais Resources, Inc., Buyer, and the Estate of John W. Snyder, Seller, to amend and extend that certain Vacant Land Contract to Buy and Sell Real Estate dated September 21, 2005 as follows:

NOTE AND TRUST DEED MODIFICATION AGREEMENT OF AUGUST 2008
Note and Trust Deed Modification Agreement • June 13th, 2011 • Calais Resources Inc • Metal mining
OPTION AGREEMENT
Option Agreement • May 9th, 2011 • Calais Resources Inc • Metal mining • Colorado

THIS AGREEMENT is made and entered into November 29, 2005 by and between the BROADWAY GROUP, an unincorporated association of those certain individuals and entities listed on the signature pages hereto (collectively, the"Sellers"), and CALIM PRIVATE EQUITY, LLC, a Delaware limited liability company (the "Purchaser") and MENDEL BLUMENFELD, LLP, a Texas limited liability partnership (the "Escrow Agent").

FORBEARANCE AGREEMENT
Forbearance Agreement • June 13th, 2011 • Calais Resources Inc • Metal mining • Colorado

This Forbearance Agreement (this "Agreement") is dated as of January 15, 2011 and is made by and among Brigus Gold Corp., a Yukon Territory corporation ("BGC"), Brigus Gold, Inc., a Delaware corporation ("BGI and, together with BGC, "Brigus"), Calais Resources Inc., a British Columbia corporation ("CRI-, and Calais Resources Colorado, Inc .a Nevada corporation ("CRCI" and, together with CRI, "Borrowers").

Stringtown Mill Bill of Sale
Calais Resources Inc • May 9th, 2011 • Metal mining

This Bill of Sale is entered into as effective this 21st day of December 2007, by and between SNH Investments, LLC ('Seller"), a Colorado limited liability company with offices at 6200 S. Vivian St., Littleton, CO 80127 and Calais Resources Inc. (Buyer) a British Columbia corporation with the address of PO Box 653 Nederland, CO 80444.

RECITALS
Settlement Agreement • December 20th, 2010 • Calais Resources Inc • Metal mining • Colorado
NOTE AND TRUST DEED MODIFICATION AGREEMENT OF APRIL 2008
Note and Trust Deed Modification Agreement • May 9th, 2011 • Calais Resources Inc • Metal mining
NOTE AND TRUST DEED MODIFICATION AGREEMENT OF JANUARY 2009
Note and Trust Deed Modification Agreement • June 13th, 2011 • Calais Resources Inc • Metal mining
STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • May 9th, 2011 • Calais Resources Inc • Metal mining • Colorado

THIS STOCK PLEDGE AGREEMENT (the "Agreement") is entered into as of as of March 23, 2009, by and between WALSH ENVIRONMENTAL SCIENTISTS AND ENGINEERS, LLC, a Colorado limited liability company, with a principal place of business located at 4888 Pearl East Circle, Suite 108, Boulder, Colorado 80301 ("Secured Party”) and CALAIS RESOURCES, INC., a Canadian corporation, with a principal place of business located at 4415 Caribou Road. P.O. Box 653, Nederland, Colorado 80466 ("Pledgor") in connection with that certain Promissory Note (the "Note”) of even date herewith between Walsh and Debtor in order to secure the payment obligations of Debtor under the Note.

SETTLEMENT AND RELEASE AGREEMENT
Settlement and Release Agreement • May 9th, 2011 • Calais Resources Inc • Metal mining

This Settlement and Release Agreement (the "Agreement") is entered into as of March 31, 2005 by and among Calais Resources, Inc., a British Columbia corporation ("Calais"), Thomas S. Hendricks, president and chief executive officer of Calais ("Hendricks") and Matthew C. Witt, former chief financial officer and Secretary of Calais, former officer of various Calais subsidiaries, and a resident of Colorado ("Witt"). Each of the foregoing parties is sometimes referred to as a “Party” and are collectively referred to as the "Parties."

RECITALS
Debenture Settlement Agreement • December 20th, 2010 • Calais Resources Inc • Metal mining • Colorado
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