Pan American Gold Corp Sample Contracts

Replicel Life Sciences Inc. – *Denotes certain parts that have not been disclosed and have been filed separately with the Secretary, Securities and Exchange Commission, and is subject to a confidential treatment request pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. COLLABORATION AND TECHNOLOGY TRANSFER AGREEMENT (March 18th, 2014)

This Collaboration and Technology Transfer Agreement (this “Agreement”), dated as of July 9, 20l3 (the “Effective Date”), is entered into by Shiseido Co., Ltd., having an address of 7-5-5 Ginza, Chuo-ku, Tokyo, Japan (together with its Affiliates, hereinafter referred to as “Shiseido”) and RepliCel Life Sciences Inc., a British Columbia corporation having an address of 2020 - 401 West Georgia Street, Vancouver, BC, Canada V6B 5Al (together with its Affiliates, hereinafter referred to as “RepliCel”). RepliCel and Shiseido are individually referred to in this Agreement as a “Party” and collectively as “Parties”.

Replicel Life Sciences Inc. – REPLICEL LIFE SCIENCES INC. 2010 STOCK OPTION PLAN (May 21st, 2013)

This 2010 Stock Option Plan (the “Plan”) provides for the grant of options to acquire shares of common stock (the “Common Stock”), of RepliCel Life Sciences Inc., an Ontario company (the “Company”). For the purposes of Eligible Employees (as defined below) who are subject to tax in the United States, stock options granted under this Plan that qualify under Section 422 of the United States Internal Revenue Code of 1986, as amended (the “Code”), are referred to in this Plan as “Incentive Stock Options”. Incentive Stock Options and stock options that do not qualify under Section 422 of the Code (“Non-Qualified Stock Options”) and stock options granted to non-United States residents under this Plan are referred to collectively as “Options”.

Newcastle Resources Ltd. – SHARE EXCHANGE AGREEMENT (December 27th, 2010)

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties covenant and agree as follows:

Newcastle Resources Ltd. – ESCROW AGREEMENT (December 27th, 2010)

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties covenant and agree as follows:

Newcastle Resources Ltd. – SHARE EXCHANGE AGREEMENT (December 27th, 2010)

583885 B.C. LTD., a company incorporated pursuant to the laws of the Province of British Columbia and having an address at PO Box 12077, 2550 – 555 West Hastings Street, Vancouver, BC V6B 4N5

Newcastle Resources Ltd. – VOLUNTARY POOLING AGREEMENT (December 27th, 2010)
Newcastle Resources Ltd. – OPTION AND PURCHASE AGREEMENT (July 1st, 2009)

NOW THEREFORE THIS AGREEMENT WITNESSETH that for and in consideration of the mutual covenants, agreements, representations and warranties in this Agreement and other good and valuable consideration (the receipt and sufficiency of which is acknowledged by each Party), it is hereby agreed by and between the Parties as follows:

Pan American Gold Corp – Contract (June 30th, 2008)

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). NONE OF THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDA

Pan American Gold Corp – Contract (June 30th, 2008)

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

Pan American Gold Corp – Contract (July 10th, 2007)

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

Pan American Gold Corp – PAN AMERICAN GOLD CORPORATION 2006 STOCK OPTION PLAN (October 6th, 2006)

This 2006 Stock Option Plan (the "Plan") provides for the grant of options to acquire shares of common stock with no par value (the "Common Stock"), of Pan American Gold Corporation, an Ontario company (the "Company"). For the purposes of Eligible Employees (as defined below) who are subject to tax in the United States, stock options granted under this Plan that qualify under Section 422 of the United States Internal Revenue Code of 1986, as amended (the "Code"), are referred to in this Plan as "Incentive Stock Options". Incentive Stock Options and stock options that do not qualify under Section 422 of the Code ("Non-Qualified Stock Options") and stock options granted to non-United States residents under this Plan are referred to collectively as "Options".

Pan American Gold Corp – Contract (October 6th, 2006)

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

Pan American Gold Corp – Contract (June 30th, 2006)

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). NONE OF THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDA

Pan American Gold Corp – MEMBERSHIP INTEREST LIQUIDATION AGREEMENT (July 15th, 2005)

This Membership Interest Liquidation Agreement (the “Agreement”) is made and entered into among Cactus Precious Metals LLC, a Colorado limited liability company (the “Company”) and Pan American Gold Corporation (the “Member”), effective as of December 31, 2004 (the “Effective Date”).

Pan American Gold Corp – PAN AMERICAN GOLD CORP. PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT FLOW-THROUGH UNITS INSTRUCTIONS TO PURCHASER (July 15th, 2005)

By signing this acceptance, the Issuer agrees to be bound by the Terms on pages 7 to9, the General Provisions on pages 12 to 27 and the other schedules and appendices incorporated by reference.

Pan American Gold Corp – Option Agreement (July 15th, 2005)

Minera Cerro El Diablo Inc. grants Pan American Gold Corp. an option to acquire certain mineral properties located in the Country of Chile until August 31, 2005 and define more fully in Schedule A by completing 1) payment of US$30,000 for Lajitas option lease to E. Viteri due January 26th, 2005, 2) payment of the Nevada Properties Land Taxes of $4,137 due January 26, 2005, 3) payment of other Land Taxes of US$5,000 due March 15, 2005, 4) payment of US$16,000 by August 31, 2005 or at the time the Option is exercised per the original agreement, and 5) payment of US$100,000 at the time the Option is exercised. The parties acknowledge that at the exercise date that the consideration may be spread over a mutually agreeable time and may be amended to include non cash consideration for all or a portion of the exercise price. In addition, Minera Cerro El Diablo Inc. retains a 2% gross royalty on all minerals produced from the mineral properties defined in Schedule A.

Pan American Gold Corp – Contract (July 15th, 2005)

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).

Pan American Gold Corp – Nevada Sunrise, LLC 6121 Lakeside Drive, Suite 260, Reno, Nevada 89511 Phone/Fax: (530) 878-8960 Letter Agreement (July 15th, 2004)

Following are the key points of agreement necessary for the implementation of a Joint Venture (JV) between our companies on the Pinnacle Property (The Property).

Pan American Gold Corp – ESKAY PROPERTY SALE AND PURCHASE AGREEMENT (July 15th, 2004)

680102 B.C. LTD., a company incorporated under the laws of British Columbia and having an office c/o O'Neill & Taylor, Suite 1880-1055 West Georgia Street, Vancouver, B.C., V6E 3P3

Pan American Gold Corp – SHARE PURCHASE AGREEMENT (July 15th, 2004)

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of covenants and agreements set forth herein and of the sum of $10.00 paid by Tri-Lateral to each of the Selling Shareholders and to Pan American, the receipt of which is hereby acknowledged, the parties hereto agree each with the other as follows:

Pan American Gold Corp – Nevada Sunrise, LLC 6121 Lakeside Drive, Suite 260, Reno, Nevada 89511 Phone/Fax: (530) 878-8960 Letter Agreement (July 15th, 2004)

Following are the key points of agreement necessary for the implementation of a Joint Venture (JV) between our companies on the Kinsley Mountain Property (The Property).

Pan American Gold Corp – FIRST AMENDED AND RESTATED OPERATING AGREEMENT OF CACTUS PRECIOUS METALS LLC A COLORADO LIMITED LIABILITY COMPANY EFFECTIVE AS OF NOVEMBER _26,2003 (July 15th, 2004)

This Operating Agreement is made and entered into this __26 day of November, 2003, by and among the Members whose signatures appear on the signature page hereof and the Company, by its Managers, James D. Frank and Robert A. Prescott.