REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 13th, 2008 • Aurelio Resource Corp • Metal mining
This Registration Rights Agreement (this "Agreement") is made and entered into as of February 26, 2008, between Aurelio Resource Corporation, a Nevada corporation (the "Company") and each of the several purchasers signatory hereto (each such purchaser, a "Purchaser" and, collectively, the "Purchasers").
SERIES A] [SERIES B] COMMON STOCK PURCHASE WARRANT Aurelio Resource CorporationAurelio Resource Corp • March 13th, 2008 • Metal mining
THIS [SERIES A] [SERIES B] COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, _____________ (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [FOR SERIES A WARRANTS: the 181st calendar day following the date hereof] [FOR SERIES B WARRANTS: the date hereof] (the "Initial Exercise Date") and on or prior to the close of business on the [five year] [eighteen month] anniversary of the Initial Exercise Date (the "Termination Date") but not thereafter, to subscribe for and purchase from Aurelio Resource Corporation, a Nevada corporation (the "Company"), up to ______ shares (the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 13th, 2008 • Aurelio Resource Corp • Metal mining • New York
This Securities Purchase Agreement (this "Agreement") is dated as of February 26, 2008 between Aurelio Resource Corporation, a Nevada corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").
10% CONVERTIBLE DEBENTURE DUE JUNE___, 2009Aurelio Resource Corp • March 13th, 2008 • Metal mining • New York
THIS DEBENTURE is one of a series of duly authorized and validly issued 10% Convertible Debentures of Aurelio Resources Corporation, a Nevada corporation, (the "Company"), having its principal place of business at 5554 South Prince Street, Suite #200
AURELIO RESOURCE CORPORATION AND EMPIRE STOCK TRANSFER, INC. as Rights Agent RIGHTS AGREEMENT DATED AS OF JANUARY 18, 2008Rights Agreement • February 5th, 2008 • Aurelio Resource Corp • Metal mining • Nevada
EXECUTIVE CONSULTING AGREEMENTExecutive Consulting Agreement • April 18th, 2008 • Aurelio Resource Corp • Metal mining • Colorado
Aurelio Resource Corporation, a company continued under the laws of Nevada and having its registered office at Suite 200, 5554 South Prince Street, Littleton, Colorado 80120.
ContractAurelio Resource Corp • June 18th, 2009 • Metal mining • Colorado
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").
EXECUTIVE CONSULTING AGREEMENTExecutive Consulting Agreement • May 24th, 2007 • Aurelio Resource Corp • Metal mining • Colorado
Aurelio Resource Corporation, a company continued under the laws of Nevada and having its registered office at 5554 South Prince Street, suite 200, Littleton, CO 80120.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 19th, 2007 • Aurelio Resource Corp • Metal mining • Arizona
THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) is entered into effective as of August 6, 2007 (the “Effective Date”) by and between J. Dick Eastman and Cody Eastman, husband and wife,, Stephen M. Rae, a single man dealing with his sole and separate property, and David A. Rae, a single man dealing with his sole and separate property (collectively “Owner”), and Bolsa Resources, Inc., an Arizona corporation (“Bolsa”).
CONSULTING AGREEMENTConsulting Agreement • August 23rd, 2006 • Aurelio Resource Corp • Metal mining • Colorado
THIS AGREEMENT takes effect on the later of the 9th day of August, 2006, and the day the Company completes its proposed share purchase transaction with Aurelio Resources Inc.
OPTION TO PURCHASE AGREEMENTPurchase Agreement • April 26th, 2007 • Aurelio Resource Corp • Metal mining • Arizona
THIS OPTION TO PURCHASE AGREEMENT (this "Agreement") is entered into effective as of the 27th day of March, 2007 (the “Effective Date”) by and between NEWMONT REALTY COMPANY, a Delaware corporation(“Seller"), whose address is 1700 Lincoln Street, Suite 3600, Denver, Colorado 80203, and AURELIO RESOURCE CORPORATION, a Colorado corporation ("Buyer"), whose address is 5554 South Prince Street, Suite 200, Littleton, Colorado 80120, in consideration of the payments to be made pursuant to, the mutual covenants contained in, and the mutual benefits to be derived from this Agreement.
AMENDMENT TO THE STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 18th, 2008 • Aurelio Resource Corp • Metal mining • Arizona
This Amendment to the Stock Purchase Agreement (this "Amendment") is made and entered into as of the 17th day of November, 2008, by and between TELIFONDA (CAYMAN) LTD., a Cayman Island corporation (the "Buyer"), and AURELIO RESOURCE CORPORATION, a Nevada corporation (the "Seller"). All capitalized terms used herein and not otherwise defined have the meanings set forth in the Agreement (as defined hereinafter).
ContractSubscription Agreement • September 25th, 2006 • Aurelio Resource Corp • Metal mining • Nevada
NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN 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.
AURELIO RESOURCE CORPORATION 2006 STOCK OPTION PLAN NON-STATUTORY STOCK OPTION AGREEMENT Agreement No. [NAME]Statutory Stock Option Agreement • October 27th, 2006 • Aurelio Resource Corp • Metal mining • Nevada
THIS NON-STATUTORY OPTION AGREEMENT is entered into as of the ___ day of _________, _____, by and between Aurelio Resource Corporation (the "Company") and ______________ (the "Option Holder").
RESPITE AGREEMENT AND AMENDMENT OF LOAN AGREEMENTRespite Agreement and Amendment of Loan Agreement • March 2nd, 2009 • Aurelio Resource Corp • Metal mining • Colorado
February 18, 2009, (this "Respite Agreement") is entered into by and among Aurelio Resource Corporation, a Nevada corporation (the "Lender" or "ARC"), AIEX Corporation, a Colorado corporation ("AIEX"), and Telifonda (Cayman) Ltd, a Cayman Island corporation, (the "Company" or "Telifonda").
MINERAL EXPLORATION MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • April 5th, 2005 • Furio Resources Inc. • Metal mining • Alaska
THIS MANAGEMENT SERVICES AGREEMENT ("Agreement"), is between Alaska Earth Sciences, Inc. (AES), whose address is 11401 Olive Lane, Anchorage, Alaska USA 99515-3062, and Furio Resources, Inc. (Furio), a corporation whose office address is Suite 1802, 888 Pacific Street, Vancouver, B.C. CANADA V6Z 2S6.
STOCK PURCHASE AGREEMENT by and between TELIFONDA (CAYMAN) LTD. and AURELIO RESOURCE CORPORATION September 30, 2008Stock Purchase Agreement • October 2nd, 2008 • Aurelio Resource Corp • Metal mining • Arizona
Form of NET SMELTER RETURN ROYALTY AGREEMENTReturn Royalty Agreement • October 2nd, 2008 • Aurelio Resource Corp • Metal mining • Arizona
This Agreement (the "Agreement") is entered into on _________ __, 2008, by and among BOLSA RESOURCES, INC., a corporation duly organized under the laws of the State of Arizona (hereinafter referred to as "Bolsa"), AURELIO RESOURCE CORPORATION, a Nevada corporation (hereinafter referred to as "Aurelio") and [NEWCO], a corporation incorporated under the laws of _________ ("NewCo"). Bolsa, Aurelio and NewCo are referred to herein as a 'Party" and collectively herein as the "Parties".
FURIO RESOURCES INC. GEOPHYSICAL SURVEY AGREEMENTGeophysical Survey Agreement • July 27th, 2005 • Furio Resources Inc. • Metal mining
This Agreement between SJ Geophysics Ltd., and Furio Resources Inc., hereinafter called “The Client,” sets forth the details of an Induced Polarization survey, personnel and equipment that are to be supplied by SJ Geophysics Ltd. for the purposes of recording the geophysical data. This also covers the payments that are to be made to SJ Geophysics Ltd. by The Client in respect thereof.
OPTION TO PURCHASE AGREEMENTOption to Purchase Agreement • August 14th, 2007 • Aurelio Resource Corp • Metal mining • Arizona
THIS OPTION TO PURCHASE AGREEMENT (this “Agreement”) is entered into effective as of the 27th day of March, 2007 (the “Effective Date”) by and between NEWMONT REALTY COMPANY, a Delaware corporation(“Seller”), whose address is 1700 Lincoln Street, Suite 3600, Denver, Colorado 80203, and AURELIO RESOURCE CORPORATION, a Colorado corporation (“Buyer”), whose address is 5554 South Prince Street, Suite 200, Littleton, Colorado 80120, in consideration of the payments to be made pursuant to, the mutual covenants contained in, and the mutual benefits to be derived from this Agreement.
AGREEMENT OF PURCHASE AND SALE OF ASSETS Aurelio Resource Corporation and C3 Resources, Inc.Agreement of Purchase and Sale • June 17th, 2009 • Aurelio Resource Corp • Metal mining • Nevada
This Agreement is made as of the date indicated above between Aurelio Resource Corporation (Buyer), a Nevada corporation, having its principal office at 12345 West Alameda Parkway, Suite 202 Lakewood, Colorado 80228 and C3 Resources, Inc., Delaware Corporation (Seller), having its principal office at Suite 9, 275 Third Street, Elko, Nevada 89803 with a Mailing Address: C3 Resources, Inc., P.O. Box 1450, Elko, Nevada 89803-1450.
GENERAL SECURITY AGREEMENTGeneral Security Agreement • October 2nd, 2008 • Aurelio Resource Corp • Metal mining • New York
This General Security Agreement (this "Agreement"), dated as of September 30, 2008 is entered into by and between Aurelio Resource Corporation, a Nevada corporation ("Obligor"), and Telifonda (Cayman) Ltd. ("Telifonda").
EXPLORATION PERMIT WITH OPTION TO PURCHASEAurelio Resource Corp • September 22nd, 2009 • Metal mining • Nevada
THIS EXPLORATION PERMIT WITH OPTION TO PURCHASE is made and entered into as of the effective date, by and between AURELIO RESOURCE CORPORATION, a Nevada corporation, whose address is 12345 West Alemeda Parkway, Suite 202, Lakewood, Colorado 80228 (“Optionor” or “Aurelio”) and JKR GOLD REOURCES, INC., a corporation incorporated under the laws of British Columbia, whose address is Suite 610-815 West Hastings Street, Vancouver, B.C. Canada V6C 1B4, and NEWCO, a Nevada corporation to be formed, whose address is 6121 Lakeside Drive, Suite 260, Reno, Nevada, 89511 (hereinafter jointly referred to as “Optionee”).
AURELIO RESOURCE CORP. Suite 1802, 888 Pacific Street Vancouver, B.C. Canada V6Z 2S6Aurelio Resource Corp • July 17th, 2006 • Metal mining
This letter sets out the terms of the amendments to our agreement (the “Agreement”) dated April 27, 2006 as amended by letter agreement dated June 9, 2006 (the “Amending Agreement”), whereby we agreed to purchase all of the assets of Aurelio Resources Inc. In all respects the Agreement and the Amending Agreement remains in full force and effect except as follows:
Assignment between C3 Resources, Inc. and Aurelio Resource Corporation dated effective June 15, 2009Assignment • June 17th, 2009 • Aurelio Resource Corp • Metal mining
For Valuable Consideration, the undersigned C3 Resources, Inc., a Delaware corporation (the "Assignor Corporation"), by its President and CEO, David C. Knight, as authorized by the Board of Directors of the Assignor Corporation, does hereby grant, sell, remise, release, assign, transfer, quitclaim and otherwise convey, as appropriate, to Aurelio Resource Corporation, a Nevada corporation, and its designees, successors and assigns forever (collectively the "Assignee Corporation"), all of its rights, title and interests in those certain real property and other assets described on Exhibit A to this Assignment (the "Assets") which Exhibit A is attached hereto and made a part hereof for all purposes, with reference to said Exhibit A being hereby made for all purposes.
BRIDGE LOAN AGREEMENTBridge Loan Agreement • October 2nd, 2008 • Aurelio Resource Corp • Metal mining • New York
This Bridge Loan Agreement, dated as of September 30, 2008, (this "Bridge Loan Agreement") is entered into by and between Telifonda (Cayman) Ltd., a Cayman Island corporation (the "Lender"), and Aurelio Resource Corporation, a Nevada corporation (the "Company").
ContractPrivate Placement Subscription Agreement • June 12th, 2007 • Aurelio Resource Corp • Metal mining • Colorado
NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN 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.
ContractAurelio Resource Corp • September 25th, 2006 • Metal mining • British Columbia
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").
LOAN AGREEMENTLoan Agreement • November 18th, 2008 • Aurelio Resource Corp • Metal mining • New York
This Loan Agreement, dated as of December __, 2008, (this "Loan Agreement") is entered into by and between Telifonda (Cayman) Ltd., a Cayman Island corporation (the "Lender"), and [Aurelio subsidiary], a Nevada [corporation] (the "Company").
AURELIO RESOURCE CORP. Suite 1802, 888 Pacific Street Vancouver, B.C. Canada V6Z 2S6Amending Agreement • July 31st, 2006 • Aurelio Resource Corp • Metal mining
This letter sets out the terms of the amendments to our agreement (the “Agreement”) dated April 27, 2006 as amended June 9, 2006 (the “Amending Agreement #1”) and as further amended July 13, 2006 (the “Amending Agreement #2”), whereby we agreed to purchase all of the assets of Aurelio Resources Inc., other than other than Aurelio Resources Inc.’s one hundred percent undivided interest in 62 mining claims known as the “Austin Uranium Property, Nevada” and more particularly described as sixty-two contiguous unpatented mining claims (Austin #1 through Austin #62), each measuring 600 feet by 1,500 feet, staked in Sections 5,6,7,8,9,10 and 16, Township 18 North, Range 44 East, in the Reese River and Birch Mining Districts, Lander County, Nevada. In all respects the Agreement, the Amending Agreement #1 and the Amending Agreement #2 remain in full force and effect except as follows:
MINERAL LEASE AGREEMENT WITH OPTION TO PURCHASE Bolsa Resources, Inc. and Philip J. Sterling Manuel R Hernandez Fred Jenkins Effective April 15, 2007Mineral Lease Agreement • August 14th, 2007 • Aurelio Resource Corp • Metal mining • Arizona
THIS MINERAL LEASE AGREEMENT WITH OPTION TO PURCHASE (“Agreement”) is made effective this 15th day of April, 2007 between Philip J. Sterling, whose address is 6121 Rosetree Place NE, Albuquerque, New Mexico 87111, Manuel R. Hernandez, whose address is PO Box 61 (1066 Eastland Road) Pearce, Arizona 85625, and Fred Jenkins, whose address is 24323 Road S.6, Dolores, Colorado 81323 (collectively “Lessor”), and Bolsa Resources, Inc., an Arizona Corporation, whose address is 5554 S. Prince Street, Suite 200, Littleton, Colorado 80120(“Company”).
FURIO RESOURCES INC. c/o 800 – 885 West Georgia Street Vancouver, B.C.Canada V6C 3R9Furio Resources Inc. • June 15th, 2006 • Metal mining
This letter sets out the terms of the amendments to our agreement dated April 27, 2006 (the “Agreement”) whereby we agreed to purchase the shares of Aurelio Resource Inc. In all respects the Agreement remains in full force and effect except as follows:
AURELIO RESOURCES CORPORATION NON-STATUTORY stock OPTION AGREEMENT Agreement No. 6 ALLAN J MARTEROption Agreement • January 22nd, 2007 • Aurelio Resource Corp • Metal mining • Nevada
THIS NON-STATUTORY OPTION AGREEMENT is entered into as of the 3rd day of January, 2007, by and between Aurelio Resources Corporation (the "Company"), and Allan J. Marter (the "Option Holder").
MINERAL LEASE AGREEMENT WITH OPTION TO PURCHASE Bolsa Resources, Inc. and Philip J. Sterling Manuel R Hernandez Fred Jenkins Effective April 15, 2007Mineral Lease Agreement • May 1st, 2007 • Aurelio Resource Corp • Metal mining • Arizona
THIS MINERAL LEASE AGREEMENT WITH OPTION TO PURCHASE ("Agreement") is made effective this 15th day of April, 2007 between Philip J. Sterling, whose address is 6121 Rosetree Place NE, Albuquerque, New Mexico 87111, Manuel R. Hernandez, whose address is PO Box 61 (1066 Eastland Road) Pearce, Arizona 85625, and Fred Jenkins, whose address is 24323 Road S.6, Dolores, Colorado 81323 (collectively "Lessor"), and Bolsa Resources, Inc., an Arizona Corporation, whose address is 5554 S. Prince Street, Suite 200, Littleton, Colorado 80120("Company").
NET SMELTER RETURN ROYALTY AGREEMENTReturn Royalty Agreement • November 18th, 2008 • Aurelio Resource Corp • Metal mining • Nevada
This Agreement (the "Agreement") is entered into on _________ __, 2008, by and among Minera Milenium S.A. de C.V., a corporation duly organized under the laws of the Republic of Mexico (hereinafter referred to as "Minera"), Telifonda (Cayman) Ltd., a Cayman Islands corporation, or its designee ("NewCo") and Aurelio Resource Corporation, a Nevada corporation ("Aurelio"). Each of Minera, NewCo and Aurelio are referred to herein as "Party", and collectively herein as the "Parties".
