U S Gold Corp Sample Contracts

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RECITALS
Termination Agreement • August 4th, 2005 • U S Gold Corp • Mineral royalty traders • Colorado
Exhibit 10.8 ------------ OPERATING AGREEMENT OF TONKIN SPRINGS LLC A Delaware Limited Liability Company
U S Gold Corp • December 5th, 2002 • Mineral royalty traders • Delaware
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 29th, 2019 • McEwen Mining Inc. • Gold and silver ores • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March , 2019, between McEwen Mining Inc., a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

ARTICLE 1 TERM OF EMPLOYMENT ------------------
Employment Agreement • October 25th, 2005 • U S Gold Corp • Mineral royalty traders • Colorado
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 9th, 2021 • McEwen Mining Inc. • Gold and silver ores • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of February 5, 2021, between McEwen Mining Inc., a Colorado corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

AGREEMENT AND PLAN OF MERGER by and among MCEWEN MINING INC., LOOKOUT MERGER SUB, INC. and TIMBERLINE RESOURCES CORPORATION Dated April 16, 2024
Agreement and Plan of Merger • April 18th, 2024 • McEwen Mining Inc. • Gold and silver ores • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of April 16, 2024, by and among McEwen Mining Inc., a Colorado corporation (“Parent”), Lookout Merger Sub, Inc., a Delaware corporation and direct subsidiary of Parent (“Merger Sub”), and Timberline Resources Corporation, a Delaware corporation (the “Company” and, together with Parent and Merger Sub, the “Parties”). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE 1 below.

SIXTH AMENDMENT TO TONKIN MINING LEASE
U S Gold Corp • April 7th, 2006 • Mineral royalty traders

THIS SIXTH AMENDMENT TO TONKIN MINING LEASE is executed this 29 day of June, 1989, between LYLE F. CAMPBELL, Grantor, and Lyle F. Campbell, Willis M. Rash, Bertha C. Johnson and Jean B. Hickman, Co-Trustees under the Lyle F. Campbell Trust Agreement dated August 5, 1986 and amended on May 21, 1987 and August 19, 1987, Julian E. Simpson and Jean C. Simpson (“Lessors”) and Tonkin Springs Gold Mining Company, a Colorado corporation (“Lessee”).

EQUITY DISTRIBUTION AGREEMENT
Terms Agreement • November 9th, 2018 • McEwen Mining Inc. • Gold and silver ores • New York

BMO Capital Markets Corp. 3 Times Square New York, New York 10036 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, California 92660

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • February 9th, 2021 • McEwen Mining Inc. • Gold and silver ores • New York
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 7th, 2006 • U S Gold Corp • Mineral royalty traders • Ontario

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 22nd day of February, 2006 by and among U.S. Gold Corporation, a corporation incorporated under the laws of Colorado (the “Company”) and GMP Securities L.P. (“GMP”) on behalf of each purchaser in the offering by the Company of Subscription Receipts and in connection with the agency agreement, dated February 22, 2006 (the “Agency Agreement”), between the Company, GMP and Griffiths McBurney Corp. (together with GMP, the “Agent”).

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THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 30th, 2023 • McEwen Mining Inc. • Gold and silver ores • Ontario

WHEREAS, the Borrower, the Guarantors, the Lender and Sprott Private Resource Lending II (Collector), LP (the "Outgoing Administrative Agent") were parties to a second amended and restated credit agreement dated as of April 1, 2022 (the "Existing Credit Agreement"), pursuant to which the Lenders provided certain credit facilities in favour of the Borrower on the terms and conditions set forth therein;

EMPLOYMENT AGREEMENT
Employment Agreement • March 11th, 2010 • U S Gold Corp • Mineral royalty traders • Ontario

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into on August 1, 2008 between US Gold Corporation, a Colorado corporation (the “Employer”) and Stefan Spears (the “Employee”). Together, the Employer and the Employee may be referred to in this Agreement as the “Parties.”

McEWEN COPPER INC. (the "Issuer") PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (COMMON SHARES) INSTRUCTIONS TO SUBSCRIBER
Subscription Agreement • June 23rd, 2022 • McEwen Mining Inc. • Gold and silver ores • Alberta

The Issuer hereby accepts the Subscription (as defined herein) on the terms and conditions contained in this private placement subscription agreement (this "Agreement") as of the _____ day of ________________, 2022.

McEwen Mining Inc. 6,298,166 Flow Through Shares of Common Stock (no par value per share) Underwriting Agreement September 10, 2020
Underwriting Agreement • September 11th, 2020 • McEwen Mining Inc. • Gold and silver ores • Ontario

McEwen Mining Inc., a corporation organized under the laws of the State of Colorado (the “Company”), proposes to sell to the underwriters listed on Schedule I hereto (the “Underwriters”), an aggregate of 6,298,166 shares ( the “Shares”) of common stock, no par value per share (“Common Stock”), of the Company on a bought deal, private placement basis at a price of $2.18 (the “Subscription Price”) per Share (the “Offering”).

ARRANGEMENT AGREEMENT between LEXAM VG GOLD INC. and MCEWEN MINING INC. Dated February 13, 2017
Arrangement Agreement • February 17th, 2017 • McEwen Mining Inc. • Gold and silver ores • Ontario

WHEREAS the Lexam VG Gold Board has, taking into account, among other things, the recommendation of a special committee of independent and disinterested directors of the Lexam VG Gold Board and an opinion from the financial advisor to Lexam VG Gold that the Arrangement Consideration is fair, from a financial point of view, to the Lexam VG Gold Shareholders, determined that the Arrangement is in the best interests of Lexam VG Gold and fair to the Lexam VG Gold Shareholders;

UNANIMOUS SHAREHOLDER AGREEMENT McEWEN COPPER INC. AUGUST 20, 2021
Unanimous Shareholder Agreement • June 23rd, 2022 • McEwen Mining Inc. • Gold and silver ores • Alberta

Those additional shareholders of the Corporation who become parties hereto by the execution of a joinder agreement in the form of Schedule "A" attached hereto

VOTING AGREEMENT
Voting Agreement • September 23rd, 2011 • U S Gold Corp • Mineral royalty traders • Ontario

WHEREAS each Shareholder is the registered and/or direct or indirect beneficial owner of the common shares and other securities in the capital of US Gold and/or Minera Andes, as the case may be, (together with any options or other rights to acquire any of the foregoing securities, collectively, the "Shares") as set out in Schedule A hereto;

ARRANGEMENT AGREEMENT
Arrangement Agreement • September 23rd, 2011 • U S Gold Corp • Mineral royalty traders • Ontario

WHEREAS the respective Boards of Directors of US Gold and Minera Andes each established a special committee of independent directors to evaluate a combination of their respective businesses and each special committee recommended to its Board of Directors that such a business combination pursuant to the Plan of Arrangement (as hereinafter defined) in accordance with the terms and conditions contained herein is advisable and in the best interests of the corporation;

VOTING AND EXCHANGE TRUST AGREEMENT
Voting and Exchange Trust Agreement • January 24th, 2012 • U S Gold Corp • Mineral royalty traders • Ontario

This VOTING AND EXCHANGE TRUST AGREEMENT made as of January 24, 2012 (this “Agreement”), among US Gold Corporation (“US Gold”), a corporation existing under the laws of the State of Colorado, McEwen Mining (Alberta) ULC (“Callco”), an unlimited liability corporation existing under the laws of the Province of Alberta, McEwen Mining — Minera Andes Acquisition Corp. (“Exchangeco”), a corporation existing under the laws of the Province of Alberta, and Computershare Trust Company of Canada, (the “Trustee”), a trust company incorporated under the federal laws of Canada.

SUPPORT AGREEMENT
Support Agreement • January 24th, 2012 • U S Gold Corp • Mineral royalty traders • Ontario

This SUPPORT AGREEMENT is made as of January 24, 2012 (this “Agreement”), among US Gold Corporation (“US Gold”), a corporation existing under the laws of the State of Colorado, McEwen Mining (Alberta) ULC (“Callco”), a corporation existing under the laws of the Province of Alberta and McEwen Mining — Minera Andes Acquisition Corp. (“Exchangeco”), a corporation existing under the laws of the Province of Alberta.

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