Contract
Exhibit 99.3
April 3, 2011
|
New Gold Inc.
Xxxxx 0000, 000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
|
Dear Sirs/Mesdames:
|
Re: Arrangement Agreement dated April 3, 2011 between New Gold Inc. and Richfield Ventures Corp. – Disclosure Letter
|
This letter, together with the attached schedules, constitutes the Target Disclosure Letter referred to and defined in the arrangement agreement (the “Arrangement Agreement”) between New Gold Inc. (the “Purchaser”) and Richfield Ventures Corp. (“Target” or “Richfield”) dated as of the date hereof.
|
The purpose of the Target Disclosure Letter is to disclose to the Purchaser in the attached schedules the qualifications, modifications or exceptions to certain representations, warranties and covenants of Richfield contained in the Arrangement Agreement. The Target Disclosure Letter constitutes an integral part of the Arrangement Agreement.
|
The numbering of the attached schedules corresponds to the same section in Schedule 2 of the Arrangement Agreement. For greater clarity, any introductory language and headings in the Target Disclosure Letter are inserted for convenience of reference only and will not create or be deemed to create a different standard for disclosure than the language set forth in the Arrangement Agreement. Information disclosed in any schedule of the Target Disclosure Letter shall be deemed disclosed with respect to such other sections or subsections of the Arrangement Agreement or the Target Disclosure Letter to which such written information, on its face, would obviously pertain in light of the form and substance of the disclosure made.
|
No item in the Target Disclosure Letter relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred, and nothing in the Target Disclosure Letter constitutes an admission of any liability or obligation of Richfield to any third party or shall confer or give to any third party any remedy, claim, liability, reimbursement, cause of action, or other right. The Target Disclosure Letter is qualified in its entirety by reference to the provisions of the Arrangement Agreement, and is not intended to constitute, and shall not be construed as constituting, any representation, warranty, undertaking, assurance, covenant, indemnity, guarantee or other commitment of any nature whatsoever not expressly given in the Arrangement Agreement. The inclusion of any item in this letter shall not be construed as an admission or opinion by Target of the materiality of such item.
|
This letter is deemed to include the following, all of which are to be regarded as having been disclosed to the Purchaser:
|
1. all matters contained or referred to in this letter and in any document annexed to or referred to in this letter and all matters apparent from the information disclosed in this letter or in any document annexed to or referred to herein; and
|
2. all matters and documents contained or referred to in the Arrangement Agreement (including the Schedules attached thereto) or any document which may be entered into or executed and delivered between the parties pursuant to the Arrangement Agreement and the transactions contemplated therein.
|
- -
All capitalized terms used in this Target Disclosure Letter shall have the meanings attributed thereto in the Arrangement Agreement, unless otherwise stated, and all references to dollars, unless otherwise specifically indicated, are to Canadian dollars. The Target Disclosure Letter shall be governed by and construed in all respects in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.
|
Yours truly,
|
RICHFIELD VENTURES CORP.
Per: “Xxxxx Xxxxxxx”
Xxxxx Xxxxxxx
President and Chief Executive Officer
|
We hereby acknowledge receipt and accept the contents of this letter this 3rd day of April, 2011.
NEW GOLD INC.
Per: “Xxxxx Xxxxx”
Name: Xxxxx Xxxxx
Title: Executive Vice President,
Chief Financial Officer
|
- -
SCHEDULE (C)
|
CAPITALIZATION
|
1. Richfield has an authorized share capital consisting of an unlimited number of Target Shares without par value and an unlimited number of preferred shares without par value (the “Target Preferred Shares”);
|
2. As of the close of business on April 1, 2011, Richfield has an aggregate 43,415,551 Target Shares issued and outstanding and no Target Preferred Shares issued and outstanding (on an undiluted basis);
|
3. Reference is made to the summary of issued and outstanding Target Options and Target Warrants entitling the holder(s) thereof to purchase additional Target Shares in the attached Appendix 1 hereto; and
|
4. With respect to any outstanding Target Options which will not be fully vested before the Effective Time, subject to regulatory approval, Richfield will cause the vesting of such Target Options to be accelerated and to therefore be fully vested prior to the Effective Time.
|
- -
APPENDIX 1
TO SCHEDULE C
|
SUMMARY OF TARGET OPTIONS AND TARGET WARRANTS
|
Outstanding Target Options
as of April 1, 2011
|
Number of Target Options Held
|
|||||||
Optionee
|
Options with an exercise price of $0.17 per share and an expiry date of August 27, 2014
|
Options with an exercise price of $1.25 per share and an expiry date of December 22, 2014
|
Options with an exercise price of $2.70 per share and an expiry date of September 20, 2015
|
Options with an exercise price of $3.00 per share and an expiry date of November 15, 2015
|
Options with an exercise price of $4.00 per share and an expiry date of January 20, 2016
|
Options with an exercise price of $4.80 per share and an expiry date of February 14, 2016
|
Options with an exercise price of $5.30 per share and an expiry date of February 24, 2016
|
Xxxxx Xxxxxxx,
CEO, President and Director
|
67,500
|
473,825
|
-
|
-
|
-
|
-
|
-
|
Xxxx Xxxxxxxxx-Xxxxx,
VP of Exploration and Director
|
57,500
|
225,000
|
-
|
-
|
-
|
-
|
-
|
Xxxxxxx Xxxx, CFO
|
57,500
|
100,000
|
-
|
-
|
-
|
-
|
-
|
Xxxxxxx Xxxxxxx, Director
|
50,000
|
325,000
|
-
|
-
|
-
|
-
|
-
|
Xxxxxx Xxxxxxxx, Director
|
75,000
|
100,000
|
-
|
-
|
-
|
-
|
-
|
Xxxxxxx Xxxxxxxx, Director
|
-
|
100,000
|
-
|
-
|
-
|
-
|
-
|
Xxxx Xxxxx, Corporate Secretary
|
25,000
|
75,000
|
-
|
-
|
-
|
-
|
-
|
Xxxxxx Xxxxx, Director
|
-
|
-
|
400,000
|
-
|
-
|
-
|
-
|
[Redacted – Name of Consultant]
|
-
|
37,500
|
-
|
-
|
-
|
-
|
-
|
[Redacted – Name of Consultant]
|
-
|
25,000
|
-
|
-
|
-
|
-
|
-
|
[Redacted – Name of Consultant]
|
-
|
-
|
-
|
200,000
|
-
|
-
|
-
|
- -
[Redacted – Name of Consultant]
|
-
|
-
|
-
|
-
|
50,000
|
-
|
-
|
[Redacted – Name of Consultant]
|
-
|
-
|
-
|
-
|
50,000
|
-
|
-
|
[Redacted – Name of Consultant]
|
-
|
200,000
|
-
|
-
|
-
|
-
|
-
|
[Redacted – Name of Consultant]
|
-
|
75,000
|
50,000
|
-
|
-
|
-
|
-
|
[Redacted – Name of Employee]
|
-
|
150,000
|
-
|
-
|
-
|
-
|
-
|
[Redacted – Name of Employee]
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
[Redacted – Name of Employee]
|
-
|
50,000
|
-
|
-
|
-
|
-
|
-
|
[Redacted – Name of Employee]
|
-
|
-
|
50,000
|
-
|
-
|
-
|
-
|
[Redacted – Name of Employee]
|
-
|
-
|
50,000
|
-
|
-
|
-
|
-
|
[Redacted – Name of Employee]
|
-
|
-
|
-
|
50,000
|
-
|
-
|
-
|
[Redacted – Name of Employee]
|
-
|
-
|
-
|
-
|
-
|
75,000
|
-
|
[Redacted – Name of Employee]
|
-
|
-
|
-
|
-
|
-
|
40,000
|
-
|
[Redacted – Name of Employee]
|
-
|
-
|
-
|
-
|
30,000
|
-
|
|
[Redacted – Name of Employee]
|
-
|
-
|
-
|
-
|
-
|
20,000
|
-
|
[Redacted – Name of Employee]
|
-
|
-
|
-
|
-
|
-
|
-
|
10,114
|
Total
|
332,500
|
1,936,325
|
550,000
|
250,000
|
100,000
|
165,000
|
10,114
|
Aggregate Target Options outstanding as at April 1, 2011: 3,343,939.
|
- -
Outstanding Target A-Warrants and Target B-Warrants
as of April 1, 2011
|
Exercise Price
|
Expiry Date
|
Reference
|
|
Number of Target A-Warrants Outstanding
|
|||
5,063
Warrants comprised in Units issued to certain Finders
|
$0.251
|
September 11, 20112
|
Non-Brokered Private Placement (September, 2009)
|
1,510,805
Warrants comprised in Units
|
$1.50
|
December 14, 20113
|
Brokered and Non-Brokered Private Placement (December, 2009)
|
503,907
Warrants comprised in Flow-Through Units
|
$1.50
|
December 14, 20113
|
Brokered and Non-Brokered Private Placement (December, 2009)
|
12,343
Finder’s Warrants issued to the certain Finders
|
$1.50
|
December 14, 20113
|
Brokered and Non-Brokered Private Placement (December, 2009)
|
3,774,249
Warrants and Warrants comprised in Finders’ Fee Units issued to certain Finders
|
$2.50
|
March 17, 20124
|
Non-brokered Private Placement
(September, 2010)
|
Number of Target B-Warrants Outstanding
|
|||
412,539
Finders’ Warrants issued to certain Finders
|
$2.00
|
March 17, 2012
|
Non-brokered Private Placement
(September, 2010)
|
Notes:
|
(1) The exercise price of these Warrants is $0.17 per common share until 4:00 pm (Pacific Time) on September 11, 2010 and thereafter $0.25 until 4:00 pm (Pacific Time) on September 11, 2011.
|
(2) Subject to abridgement on the occurrence of a trigger event. A trigger event shall occur if on any day during the exercise period of the Warrants volume-weighted average trading price of the common shares on the TSX Venture Exchange (or such other exchange on which the Common Shares may be listed) is greater than double the applicable Warrant exercise price for a period of 20 consecutive trading days. The occurrence of a trigger event entitles Richfield, on written notice to the holders, to abridge the exercise period to an expiry date which is 30 days following notice.
|
(3) Subject to abridgement on the occurrence of a trigger event. A trigger event shall occur if on any day during the exercise period of the Warrants the twenty-day volume weighted average trading price of Richfield’s Common Shares on the TSX Venture Exchange exceeds $2.00 per share. The occurrence of a trigger event entitles Richfield, on written notice to the holders, to abridge the exercise period to an expiry date which is 30 days following notice.
|
(4) Subject to abridgement on the occurrence of a trigger event. A trigger event shall occur if on any day during the exercise period of the Warrants the twenty-day volume weighted average trading price of Richfield’s Common Shares on the TSX Venture Exchange exceeds $2.75 per share. The occurrence of a trigger event entitles Richfield, on written notice to the holders, to abridge the exercise period to an expiry date which is 30 days following notice.
|
- -
SCHEDULE (E)
|
NO VIOLATION
|
Richfield’s representation in paragraph (e) of Schedule 2 of the Arrangement Agreement is subject to the following agreements (collectively, the “Executive Employment Agreements”) and, without limiting the foregoing, the respective provisions therein:
|
1. Executive Employment Agreement dated effective January 1, 2011 between Richfield and Xxxxx Xxxxxxx, the Chief Executive Officer; and §4.1 to §4.9 thereto;
|
2. Executive Employment Agreement dated effective January 1, 2011 between Richfield and Xxxxxxx Xxxx, the Chief Financial Officer; and §4.1 to §4.9 thereto; and
|
3. Executive Employment Agreement dated effective January 1, 2011 between Richfield and Xxxx Xxxxxxxxx-Xxxxx, the Vice President of Exploration; and §4.1 to §4.9 thereto.
|
- -
SCHEDULE (J)
|
NO UNDISCLOSED LIABILITIES
|
Richfield’s representation in paragraph (j) of Schedule 2 of the Arrangement Agreement is subject to the Indemnification Agreements dated effective September 16, 2010 (or November 2, 2010, as applicable) entered into by Richfield with each of its directors and officers (the “Director and Officer Indemnification Agreements”).
|
- -
SCHEDULE (K)
|
ABSENCE OF CHANGES
|
Richfield’s representation in paragraph (k) of Schedule 2 of the Arrangement Agreement is subject to the following:
|
1. The Executive Employment Agreements referred to in Schedule (E);
|
2. The Director and Officer Indemnification Agreements referred to in Schedule (J); and
|
3. The Engagement Letter between Richfield and National Bank Financial Inc. dated February 3, 2011 (the “NBF Engagement Letter”).
|
- -
SCHEDULE (L)
|
MATERIAL CONTRACTS
|
Reference is made to the following documents and agreements:
|
1. All mineral option agreements and other related agreements referred to in Schedule (R);
|
2. The Executive Employment Agreements referred to in Schedule (E);
|
3. The Director and Officer Indemnification Agreements referred to in Schedule (J);
|
4. The NBF Engagement Letter referred to in Schedule (K);
|
5. Effective February 1, 2011, Richfield and Silver Quest Resources Ltd. entered into an Option and Joint Venture Agreement (the “Joint Venture Agreement”) in connection with the formation of a joint venture to explore, develop and, if warranted, operate a mine on the Blackwater Concessions;
|
6. The following engineering consulting agreements (collectively, the “Engineering Consulting Agreements”):
|
(a) Consulting Agreement dated September 20, 2010 with [Redacted – Name of Engineering Consultant];
|
(b) Consulting Agreement dated November 15, 2010 with [Redacted – Name of Engineering Consultant];
|
(c) Consulting Agreement dated November 16, 2010 with [Redacted – Name of Engineering Consultant];
|
(d) Consulting Agreement dated December 21, 2009 with [Redacted – Name of Engineering Consultant];
|
(e) Agreement for Consulting Services dated December 3, 2010 with [Redacted – Name of Engineering Consultant];
|
(f) Services Agreements with [Redacted – Name of Engineering Consultant]:
|
(i) Phase 1 Engineering Support dated December 1, 2010, and
|
(ii) Geotechnical and Hydrological Support dated January 11, 2011;
|
- -
(g) Preliminary Metallurgical Testing Agreement with [Redacted – Name of Engineering Consultant]:
|
(i) Proposal letter dated January 14, 2011 from [Redacted – Name of Engineering Consultant], and
|
(ii) Acceptance email dated January 17, 2011 from Xxxxx Xxxxxxx;
|
(h) Professional Services Agreement dated January 25, 2011 with [Redacted – Name of Engineering Consultant];
|
(i) Mine engineering support agreement with [Redacted – Name of Engineering Consultant]
|
(i) Proposal letter dated January 27, 2011 from [Redacted – Name of Engineering Consultant], and
|
(ii) Acceptance email dated February 2, 2011 from Xxxxx Xxxxxxx; and
|
(j) Blackwater Gold Preliminary Economic Assessment consulting agreement dated February 3, 2011 with [Redacted – Name of Engineering Consultant].
|
- -
SCHEDULE (R)
|
PROPERTY
|
Lands
|
Blackwater does not have any Lands.
|
Concessions
|
Reference is made to the following documents and agreements in respect to each of the Concessions.
|
Blackwater Concessions
|
Collectively, the “Blackwater Concessions” are comprised of (i) certain mineral tenures, listed in Appendix 1 attached hereto, of which Richfield holds a 100% interest and (ii) certain mineral tenures, of which Richfield has acquired an interest in, pursuant to the Blackwater Option Agreements (defined below).
|
The following are mineral property option agreements, entered into by Richfield as the optionee, pursuant to which Richfield has acquired an interest to certain Blackwater Concessions (collectively, the “Blackwater Option Agreements”):
|
1. Davidson Option Agreement between Richfield and Silver Quest Resources Ltd. dated March 18, 2009 with respect to an initial 75% interest in tenure numbers 503050, 509273, 509274 and 509275 (“Davidson Option Agreement”);
|
2. Xxxx Option Agreement between Richfield and [Redacted – Private 3rd Party Optionors] dated May 8, 2009 with respect to a 100% interest in mineral tenure number 515809 (“Xxxx Option Agreement”);
|
3. Jarrit Option Agreement between Richfield and [Redacted – Private 3rd Party Optionors] dated October 13, 2009 with respect to a 100% interest in mineral tenure number 515810 (“Jarrit Option Agreement”); and
|
4. JR Option Agreement between Richfield and [Redacted – Private 3rd Party Optionors] dated January 13, 2011 with respect to a 100% interest in mineral tenure numbers 637203, 637205 and 637206 (“JR Option Agreement”).
|
Richfield has fully exercised its option under each of the Blackwater Option Agreements to acquire its interest in the respective mineral tenures comprising the Blackwater Concessions. Richfield’s interest in the Blackwater Concessions which were the subject of the Davidson Option Agreement is now governed by the Joint Venture Agreement, as described above.
|
- -
Other Nechalko Basin Tenures
|
Richfield holds a 100% interest in certain mineral tenures (“Other Tenures”) located in the Nechalko Basin that are not in a contiguous block with the Blackwater Concessions tenures, as set out in Appendix 2 attached hereto.
|
Mouse Mountain & Surrounding Property
|
Richfield holds a 100% interest in certain mineral tenures known as the “Mouse Mountain Property” or surrounding property, located in the Cariboo Mining District of British Columbia, as set out in Appendix 2 attached hereto.
|
Moustique / G-South Property
|
Richfield holds a 100% interest in certain mineral tenures known as the “Moustique Property” or “G-South Property”, located in the Cariboo Mining District, British Columbia, as set out in Appendix 2 attached hereto.
|
Together, the Blackwater Concessions, Other Tenures, Mouse Mountain Property, Moustique Property and the G-South Property are referred to as the Concessions.
|
Royalties
|
The following are current outstanding royalties (the “Royalties”) on the Concessions:
|
1. 1% diluted interest NSR pursuant to the Joint Venture Agreement;
|
2. 2.5% NSR, which may be reduced to 1.5% upon payment by Richfield of $1,000,000, pursuant to the Xxxx Option Agreement, with respect to mineral tenure number 515809;
|
3. 2% NSR, which may be reduced to 1% upon payment by Richfield of $1,200,000, pursuant to the Jarrit Option Agreement, with respect to mineral tenure number 515810;
|
4. 3% NSR, which may be reduced to 1% upon payment by Richfield of $1,000,000, pursuant to the JR Option Agreement, with respect to mineral tenure numbers 637203, 637205 and 637206; and
|
5. 2% NSR in respect of three tenures pursuant to the Blackwater-Davidson Property Sale and Purchase Agreement between West Range Exploration Ltd. and Southern Rio Resources Ltd. dated April 7, 2005, which may be purchased in its entirety for $2,000,000.
|
- -
APPENDIX 1
TO SCHEDULE (R)
|
BLACKWATER CONCESSIONS
|
MINERAL TENURE #
|
NAME
|
DATE OF ISSUANCE
|
REGISTERED HOLDER
|
INTEREST HELD BY TARGET
|
602167
|
BWD
|
05-Apr-09
|
Richfield Ventures Corp.
|
100%
|
602168
|
BWD2
|
05-Apr-09
|
Richfield Ventures Corp.
|
100%
|
607194
|
BLACKWATER 2
|
08-Jul-09
|
Richfield Ventures Corp.
|
100%
|
607195
|
BLACKWATER 1
|
08-Jul-09
|
Richfield Ventures Corp.
|
100%
|
630903
|
BW1
|
09-Sep-09
|
Richfield Ventures Corp.
|
100%
|
630944
|
BW2
|
09-Sep-09
|
Richfield Ventures Corp.
|
100%
|
630963
|
BW3
|
09-Sep-09
|
Richfield Ventures Corp.
|
100%
|
630983
|
BW4
|
09-Sep-09
|
Richfield Ventures Corp.
|
100%
|
630984
|
BW5
|
09-Sep-09
|
Richfield Ventures Corp.
|
100%
|
631003
|
BW6
|
09-Sep-09
|
Richfield Ventures Corp.
|
100%
|
631024
|
BW7
|
09-Sep-09
|
Richfield Ventures Corp.
|
100%
|
631043
|
BW8
|
09-Sep-09
|
Richfield Ventures Corp.
|
100%
|
636583
|
KASSY 1
|
18-Sep-09
|
Richfield Ventures Corp.
|
100%
|
636603
|
KASSY 2
|
18-Sep-09
|
Richfield Ventures Corp.
|
100%
|
636604
|
KASSY 3
|
18-Sep-09
|
Richfield Ventures Corp.
|
100%
|
636623
|
KASSY 4
|
18-Sep-09
|
Richfield Ventures Corp.
|
100%
|
636643
|
KASSY 5
|
18-Sep-09
|
Richfield Ventures Corp.
|
100%
|
636644
|
KASSY 6
|
18-Sep-09
|
Richfield Ventures Corp.
|
100%
|
636663
|
KASSY 7
|
18-Sep-09
|
Richfield Ventures Corp.
|
100%
|
636683
|
RIGHT STUFF 1
|
18-Sep-09
|
Richfield Ventures Corp.
|
100%
|
636684
|
RIGHT STUFF 2
|
18-Sep-09
|
Richfield Ventures Corp.
|
100%
|
636703
|
RIGHT STUFF 3
|
18-Sep-09
|
Richfield Ventures Corp.
|
100%
|
636723
|
RIGHT STUFF 4
|
18-Sep-09
|
Richfield Ventures Corp.
|
100%
|
636724
|
RIGHT STUFF
|
18-Sep-09
|
Richfield Ventures Corp.
|
100%
|
636725
|
RIGHT STUFF 6
|
18-Sep-09
|
Richfield Ventures Corp.
|
100%
|
636727
|
RIGHT STUFF 7
|
18-Sep-09
|
Richfield Ventures Corp.
|
100%
|
636743
|
RIGHT STUFF 8
|
18-Sep-09
|
Richfield Ventures Corp.
|
100%
|
636763
|
RIGHT STUFF 9
|
18-Sep-09
|
Richfield Ventures Corp.
|
100%
|
636764
|
RIGHT STUFF 10
|
18-Sep-09
|
Richfield Ventures Corp.
|
100%
|
636765
|
RIGHT STUFF 11
|
18-Sep-09
|
Richfield Ventures Corp.
|
100%
|
636766
|
RIGHT STUFF 12
|
18-Sep-09
|
Richfield Ventures Corp.
|
100%
|
636767
|
RIGHT STUFF 13
|
18-Sep-09
|
Richfield Ventures Corp.
|
100%
|
642043
|
BW
|
27-Sep-09
|
Richfield Ventures Corp.
|
100%
|
642063
|
BW 2
|
27-Sep-09
|
Richfield Ventures Corp.
|
100%
|
642064
|
BW3
|
27-Sep-09
|
Richfield Ventures Corp.
|
100%
|
834371
|
DAVIDSON
|
27-Sep-10
|
Richfield Ventures Corp.
|
100%
|
834948
|
03-Oct-10
|
Richfield Ventures Corp.
|
100%
|
|
835005
|
04-Oct-10
|
Richfield Ventures Corp.
|
100%
|
|
835009
|
04-Oct-10
|
Richfield Ventures Corp.
|
100%
|
|
835011
|
04-Oct-10
|
Richfield Ventures Corp.
|
100%
|
|
835012
|
04-Oct-10
|
Richfield Ventures Corp.
|
100%
|
|
835013
|
04-Oct-10
|
Richfield Ventures Corp.
|
100%
|
|
835016
|
04-Oct-10
|
Richfield Ventures Corp.
|
100%
|
|
835019
|
04-Oct-10
|
Richfield Ventures Corp.
|
100%
|
|
835020
|
04-Oct-10
|
Richfield Ventures Corp.
|
100%
|
|
835021
|
XX XXXX
|
04-Oct-10
|
Richfield Ventures Corp.
|
100%
|
835022
|
XX XXXX 2
|
04-Oct-10
|
Richfield Ventures Corp.
|
100%
|
835023
|
04-Oct-10
|
Richfield Ventures Corp.
|
100%
|
|
835025
|
BW WEST2
|
04-Oct-10
|
Richfield Ventures Corp.
|
100%
|
- -
APPENDIX 2
TO SCHEDULE (R)
|
“OTHER PROPERTY” MINERAL TENURES NOT SUBJECT TO OPTION AGREEMENTS
|
PROPERTY NAME REFERENCE
|
CLAIM #
|
NAME
|
DATE OF ISSUANCE
|
REGISTERED HOLDER
|
INTEREST HELD BY COMPANY
|
Mouse Mountain
|
506276
|
AHBAU Mag
|
08-Feb-05
|
Richfield Ventures Corp.
|
100%
|
Moustique / G-South
|
506278
|
AHBAU MAG
|
08-Feb-05
|
Richfield Ventures Corp.
|
100%
|
Mouse Mountain
|
506307
|
ATIS SOUTH
|
08-Feb-05
|
Richfield Ventures Corp.
|
100%
|
Mouse Mountain
|
517425
|
12-Jul-05
|
Richfield Ventures Corp.
|
100%
|
|
Mouse Mountain
|
517438
|
12-Jul-05
|
Richfield Ventures Corp.
|
100%
|
|
Mouse Mountain
|
517440
|
12-Jul-05
|
Richfield Ventures Corp.
|
100%
|
|
Mouse Mountain
|
517612
|
13-Jul-05
|
Richfield Ventures Corp.
|
100%
|
|
Mouse Mountain
|
517613
|
AHBAU MAG
|
13-Jul-05
|
Richfield Ventures Corp.
|
100%
|
Mouse Mountain
|
517616
|
ATIS
|
13-Jul-05
|
Richfield Ventures Corp.
|
100%
|
Moustique / G-South
|
518221
|
AHBAU EAST
|
25-Jul-05
|
Richfield Ventures Corp.
|
100%
|
Moustique / G-South
|
518223
|
MAG SOUTH
|
25-Jul-05
|
Richfield Ventures Corp.
|
100%
|
Moustique / G-South
|
518224
|
MAG WEST
|
25-Jul-05
|
Richfield Ventures Corp.
|
100%
|
- -
Mouse Mountain
|
518617
|
XXXXX ANT NORTH
|
02-Aug-05
|
Richfield Ventures Corp.
|
100%
|
Mouse Mountain
|
518623
|
CHIP EAST
|
02-Aug-05
|
Richfield Ventures Corp.
|
100%
|
Moustique / G-South
|
520737
|
CINEMA WEST
|
03-Oct-05
|
Richfield Ventures Corp.
|
100%
|
Mouse Mountain
|
523986
|
AHBAU TARGET
|
16-Dec-05
|
Richfield Ventures Corp.
|
100%
|
Mouse Mountain
|
524078
|
LOCAL SOURCE
|
20-Dec-05
|
Richfield Ventures Corp.
|
100%
|
Mouse Mountain
|
524079
|
THE BIG ONE
|
20-Dec-05
|
Richfield Ventures Corp.
|
100%
|
Mouse Mountain
|
524080
|
STRIKE
|
20-Dec-05
|
Richfield Ventures Corp.
|
100%
|
Mouse Mountain
|
527440
|
THRUST
|
11-Feb-06
|
Richfield Ventures Corp.
|
100%
|
Mouse Mountain
|
527445
|
GOLDEN SLAB
|
11-Feb-06
|
Richfield Ventures Corp.
|
100%
|
Mouse Mountain
|
528303
|
AHBAU TARGET
|
15-Feb-06
|
Richfield Ventures Corp.
|
100%
|
Mouse Mountain
|
528307
|
AHBAU TARGET
|
15-Feb-06
|
Richfield Ventures Corp.
|
100%
|
Mouse Mountain
|
528326
|
CINEMA NORTH
|
15-Feb-06
|
Richfield Ventures Corp.
|
100%
|
Moustique / G-South
|
528328
|
CINEMA WEST
|
15-Feb-06
|
Richfield Ventures Corp.
|
100%
|
Mouse Mountain
|
536267
|
MOUSE MOUNTAIN
|
26-Jun-06
|
Richfield Ventures Corp.
|
100%
|
Other Nechalko Basin Tenures
|
642603
|
TOP LAKE
|
28-Sep-09
|
Richfield Ventures Corp.
|
100%
|
Other Nechalko Basin Tenures
|
643323
|
TOP
|
29-Sep-09
|
Richfield Ventures Corp.
|
100%
|
Other Nechalko Basin Tenures
|
675543
|
HOLY CABIN1
|
27-Nov-09
|
Richfield Ventures Corp.
|
100%
|
- -
Other Nechalko Basin Tenures
|
705593
|
HOLY CABIN6
|
05-Feb-10
|
Richfield Ventures Corp.
|
100%
|
Other Nechalko Basin Tenures
|
706947
|
HOLY CABIN7
|
23-Feb-10
|
Richfield Ventures Corp.
|
100%
|
Other Nechalko Basin Tenures
|
752442
|
CABIN EAST1
|
19-Apr-10
|
Richfield Ventures Corp.
|
100%
|
Other Nechalko Basin Tenures
|
752462
|
CABIN EAST2
|
19-Apr-10
|
Richfield Ventures Corp.
|
100%
|
Other Nechalko Basin Tenures
|
752482
|
CABIN EAST3
|
19-Apr-10
|
Richfield Ventures Corp.
|
100%
|
Other Nechalko Basin Tenures
|
752502
|
CABIN EAST4
|
19-Apr-10
|
Richfield Ventures Corp.
|
100%
|
Other Nechalko Basin Tenures
|
752522
|
CABIN EAST5
|
19-Apr-10
|
Richfield Ventures Corp.
|
100%
|
Other Nechalko Basin Tenures
|
752542
|
CABIN EAST6
|
19-Apr-10
|
Richfield Ventures Corp.
|
100%
|
Other Nechalko Basin Tenures
|
768962
|
NORTH SNAG1
|
06-May-10
|
Richfield Ventures Corp.
|
100%
|
Other Nechalko Basin Tenures
|
768982
|
NORTH SNAG2
|
06-May-10
|
Richfield Ventures Corp.
|
100%
|
Other Nechalko Basin Tenures
|
773622
|
NEL1
|
14-May-10
|
Richfield Ventures Corp.
|
100%
|
Other Nechalko Basin Tenures
|
773642
|
NEL2
|
14-May-10
|
Richfield Ventures Corp.
|
100%
|
Other Nechalko Basin Tenures
|
774022
|
NEL3
|
15-May-10
|
Richfield Ventures Corp.
|
100%
|
Other Nechalko Basin Tenures
|
774042
|
NEL4
|
15-May-10
|
Richfield Ventures Corp.
|
100%
|
Other Nechalko Basin Tenures
|
774062
|
NEL5
|
15-May-10
|
Richfield Ventures Corp.
|
100%
|
Exhibit 99.3
SCHEDULE (T)
|
ENVIRONMENTAL MATTERS
|
Richfield’s representation in paragraph (t) of Schedule 2 of the Arrangement Agreement is subject to the comments and orders contained in the Report of Inspector of Mines dated December 16, 2010, in respect to Mine Number [Redacted – Mine Number] and Permit Number [Redacted – Permit Number], issued by the Ministry of Natural Resource Operations.
|
- -
SCHEDULE (U)
|
INSURANCE
|
Reference is made the following insurance policy of Richfield:
|
· Business Insurance Policy dated effective March 1, 2011 (Insurer: Insurer Xxxxxxxx Xxxxx Insurance Agencies Group)
|
- -
SCHEDULE (W)
|
BROKERS
|
Reference is made to the NBF Engagement Letter referred to in Schedule (K), which sets the fees and expenses payable to National Bank Financial Inc. in connection with the Transaction (as defined therein)
|