Exhibit 99.2
ASSIGNMENT OF AGREEMENT TO ACQUIRE
THE MARG PROPERTY
This Assignment of the Marg Property Purchase Agreement is dated as of the 1st
day of March, 2005.
WHEREAS, Medallion Capital Corp. ("Medallion") entered into a contract
with Atna Resources Ltd. dated November 25, 2004, to acquire the Marg Property(
the "Agreement");
WHEREAS, Medallion has agreed to assign to Yukon Gold Corporation, Inc.
("Yukon Gold") the Agreement in consideration of the amounts of cash and common
shares set out herein and assumption by Yukon Gold of all further obligations
under the Agreement a copy of which is attached hereto as Schedule A and forms
part hereof.
NOW THEREFORE, the parties agree as follows.
1. In consideration of One Hundred and Fifty Thousand Dollars
($150,000) plus 133,333 common shares of Yukon Gold (the Shares)
and assumption by Yukon Gold of all further obligations under the
Agreement, Medallion hereby assigns, transfers and conveys the
Agreement and title to the property to Yukon Gold. Medallion shall
have no further right title or interest in and to the Agreement
subject only to the terms of the Loan Agreement between the
parties hereto of similar date.
2. Yukon Gold hereby consents to and accepts such assignment of
the Agreement from Medallion to Yukon Gold and agrees to assume
the obligations of Medallion under the Agreement.
3. Medallion directs Yukon gold to issue the Shares in the name of
Atna Resources Ltd. 000-000 Xxxxxxx Xxxxxx, Xxxxxxxxx XX, Xxxxxx.
4. Yukon Gold directs Medallion to cause title to the mineral
claims set out in the Agreement to be registered in the name of
its wholly owned subsidiary Yukon Gold Corp. 000 Xxx Xx. Xxxxx
000, Xxxxxxx, XX, Xxxxxx.
5. The parties agree that no other consent of any third party is
required to permit the foregoing assignment of the Agreement.
6. Yukon Gold hereby assumes all obligations of Medallion under
the Agreement and agrees that it shall not make a claim against
Medallion for indemnification or reimbursement for any obligations
arising under the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment of
Note as of the date first above written.
MEDALLION CAPITAL CORP.
By: /s/Xxxxxxxx Xxxxxx
------------------
Xxxxxxxx Xxxxxx, President
YUKON GOLD CORPORATION, INC.
By: /s/ Xxxxxx Xxxxxx
-----------------
Xxxxxx Xxxxxx, Chairman & CEO
SCHEDULE "A"
MARG PROPERTY
PROPERTY PURCHASE AGREEMENT
Dated November 25th, 2004
Between:
ATNA RESOURCES LTD.
and
MEDALLION CAPITAL CORP.
--------------------------------------------------------------------------------
INDEX
Page
RECITALS............................................................3
1. PURCHASE AND SALE...................................................3
2. ROYALTIES...........................................................3
3. CLOSING DATE - COMPLETION DATE......................................3
4. PRODUCTION SHARES...................................................3
5. TRANSFER OF TITLE...................................................3
6. RIGHT OF ENTRY......................................................3
7. REPRESENTATIONS AND WARRANTIES OF THE VENDOR........................3
8. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.....................3
9. COVENANTS OF THE PURCHASER..........................................3
10. DEFAULT AND TERMINATION.............................................3
11. INDEPENDENT ACTIVITIES..............................................3
12. CONFIDENTIALITY OF INFORMATION......................................3
13. ASSIGNMENT..........................................................3
14. UNAVOIDABLE DELAYS..................................................3
15. ARBITRATION.........................................................3
16. NOTICES.............................................................3
17. GENERAL TERMS AND CONDITIONS........................................3
SCHEDULE "A": The Property
SCHEDULE "B": Net Profits Interest payable to Xxxxxx, Xxxxxx & Associates (1981)
Limited
MARG PROPERTY
PROPERTY PURCHASE AGREEMENT
THIS AGREEMENT is made as of the 25th day of November, 2004,
BETWEEN:
ATNA RESOURCES LTD., a company duly incorporated under the laws of
the Province of British Columbia and having a registered office at
0000-000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, X.X., X0X 0X0
(hereinafter referred to as the "Vendor")
OF THE FIRST PART,
AND:
MEDALLION CAPITAL CORP., a company incorporated under the laws of
the Province of Ontario and having an office at Xxxxx 000, 000 Xxx
Xxxxxx, Xxxxxxx, Xxxxxxx, X0X 0X0
(hereinafter referred to as the "Purchaser" or "Medallion")
OF THE SECOND PART.
RECITALS
WHEREAS the Vendor is the recorded and beneficial owner of a 100%
interest in certain mineral claims situated in the Mayo Mining District, Yukon
Territory, Canada (more particularly set out in Schedule "A" hereto and
hereinafter referred to as the "Property"), subject to the Net Profits Royalties
as set out herein;
AND WHEREAS the Vendor has agreed to sell to Medallion a 100%
interest in and to the Property, subject to the Net Profits Royalties as set out
herein
AND WHEREAS Medallion, as soon as possible following the execution
and delivery of this agreement, intends to assign its entire interest in and to
this agreement and the Property to Yukon Gold Corporation, Inc. ("Yukon Gold");
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of
the mutual covenants and agreements herein contained and subject to the terms
and conditions hereafter set out, the parties hereto agree as follows:
1. PURCHASE AND SALE
1.01 The Vendor hereby sells to the Purchaser, and the Purchase hereby
buys from the Vendor, a 100% interest in and to the Property by paying to the
Vendor the sum of $600,000 and delivering to the Vendor 400,000 common shares in
the capital of Yukon Gold (the "Yukon Gold Shares"), to be respectively paid and
delivered to the Vendor as follows:
(a) the sum of $130,000 cash (the prior receipt of $80,000 of
which is hereby acknowledged by the Vendor) and 133,333 Yukon
Gold Shares, to be respectively paid and delivered to the
Vendor on the "Closing Date", as hereinafter defined; and
(b) an additional $20,000 cash to be paid to the Vendor on or
before February 28, 2005; and
(c) an additional $50,000 cash and an additional 133,333 Yukon
Gold Shares to be respectively paid and delivered to the
Vendor on or before the first anniversary of the Closing Date;
and
(d) an additional $100,000 cash and an additional 133,334 Yukon
Gold Shares to be respectively paid and delivered to the
Vendor on or before the second anniversary of the Closing
Date; and
(e) an additional $100,000 cash to be paid to the Vendor on or
before the third anniversary of the Closing Date; and
(f) an additional $200,000 to be paid to the Vendor on or before
the fourth anniversary of the Closing Date, payable in any
combination of cash and Yukon Gold Shares as the Purchaser may
determine, and calculated pursuant to paragraph 4.04 hereof.
2. ROYALTIES
2.01 The Property is subject to two (2) Net Profit Royalties ("NPR")
as described below and for which the Purchaser accepts responsibility, following
the Closing Date.
2.02 A two percent (2%) calculated on one third (1/3) of the Net Profits
is payable to Xxxxxx Xxxxxx and Associates (1981) Limited in accordance with the
terms set out in Schedule B hereto.
2.03 A five percent (5%) NPR is payable to Chevron Canada Ltd. and is
calculated in accordance with the terms set out in Schedule E of the Joint
Venture Agreement between SMD Mining CO. Ltd and NDU Resources Ltd., dated
January 1, 1989, a copy of which is acknowledged by the Purchaser as being
delivered.
3. CLOSING DATE - COMPLETION DATE
3.01 In this agreement, "Closing Date" means December 12, 2004, or such
other date as may be agreed to by the parties hereto.
3.02 The date on which the Purchaser completes the payment to the Vendor
of the sum of $600,000 and delivers to the Vendor the 400,000 Yukon Gold Shares,
as set out in paragraph 1.01 hereof, is referred to hereinafter as the
"Completion Date".
4. PRODUCTION SHARES
4.01 On the "Commencement of Commercial Production" (as hereinafter
defined), the Purchaser shall pay to the Vendor an additional $1,000,000,
payable in any combination of cash and Yukon Gold Shares as the Purchaser may
determine, and calculated pursuant to paragraph 4.03 hereof.
4.02 In this agreement, "Commencement of Commercial Production" means:
(a) if a processing facility is located on the Property, the last day
of a period of 30 consecutive days in which, for not less than 25
days, such facility processed ore from the Property at not less
than 50% of its rated capacity; or
(b) if no processing facility is located on the Property, the last day
of the first period of 30 consecutive days during which
ore has been shipped from the Property on a regular basis at a
rate equal to 50% of the daily rate projected in a feasibility
study or permit to operate a mine for the purpose of earning
revenues;
PROVIDED THAT no period of time during which ore or concentrate is shipped from
the Property for testing purposes, and no period of time during which milling
operations are undertaken as initial tune-up, shall be taken into account in
determining the date of the Commencement of Commercial Production.
4.03 In the event that the Purchaser elects to make a payment in the
form of Yukon Gold Shares pursuant to subparagraph 1.01(e) or paragraph 4.01,
the number of shares to be delivered shall be equal to the "Payment Amount"
divided by the "Current Market Price" (as each of those terms is hereinafter
defined). The Purchaser shall give the Vendor not less than 30 days' advance
notice of the election, and shall indicate the dollar amount of the applicable
payment in respect of which it elects to pay Yukon Gold Shares.
4.04 In this agreement:
(a) "PAYMENT AMOUNT" means the amount in dollars in respect of
which the Purchaser elects to make payment in the form of
Yukon Gold Shares; and
(b) "Current Market Price" means the weighted average trading
price of Yukon Gold Shares over the 20 trading days that end
10 days prior to the proposed date of payment on the trading
market on which the Yukon Gold Shares trade, and if such
shares trade on more than one market, the market with the
highest volume of trading shall be selected as the market to
be used for the purpose of making the calculation of the
weighted average trading price. If the trading market selected
is quoted in US dollars the exchange rate quoted by the Bank
of Canada on the date the calculation is made shall be used to
determine the Canadian dollar equivalent.
5. TRANSFER OF TITLE
5.01 On the Closing Date, the Vendor shall deliver to the Purchaser
recordable Bills of Sale or other applicable conveyancing documentation
sufficient to affect the transfer of a 100% interest in and to the Property to
the Purchaser, provided the Purchaser may elect to have Yukon Gold Corp. named
in the said documentation.
6. RIGHT OF ENTRY
6.01 During the currency of this agreement prior to the Completion Date,
the Purchaser, its servants, agents and workmen and any persons duly authorized
by the Purchaser, shall, subject to subparagraph 9.01(g) hereof, have the
exclusive right to enter upon and take possession of and prospect, explore and
develop (but not mine) the Property in such manner as the Purchaser in its sole
discretion may deem advisable. The Purchaser shall have the right to mine the
Property following the Completion Date.
7. REPRESENTATIONS AND WARRANTIES OF THE VENDOR
7.01 The Vendor hereby represents and warrants to the Purchaser that:
(a) it is a company in good standing under the laws of the province of
British Columbia and has full corporate power and authority to
enter into this agreement;
(b) it is now the sole owner of a "Participating Interest" (as that
term is defined in the Marg Joint Venture Agreement effective
January 1, 1989 between SMD Mining Co. Ltd. ("SMD") and NDU
Resources Ltd., ("NDU") and as a result, such agreement has now
terminated pursuant to its terms;
(c) it is the recorded and beneficial owner of a 100% interest in and
to the Property;
(d) to the best of its knowledge, the mineral claims comprising the
Property have been validly located and are now duly recorded and in
good standing substantially in accordance with the laws in effect
in the jurisdiction in which they are situated;
(e) the entering into this agreement does not conflict with any
applicable law nor does it conflict with, or result in a breach of
or accelerate the performance required by any contract or other
commitment to which it is a party or by which it is bound;
(f) it has the exclusive right to enter into this agreement and all
necessary authority to assign to the Purchaser a 100% right, title
and interest in and to the Property in accordance with the terms
and conditions of this agreement;
(g) to the best of its knowledge, other than as disclosed in Article 2
and in Schedule "A" hereto, the Property is free and clear of all
liens and encumbrances;
(h) there are no outstanding or, to the best of the Vendor's
information, knowledge and belief, proposed, threatened or
contemplated actions or suits which, if successful, would or could
affect the market value or ownership of the Property or any portion
thereof;
(i) conditions on and relating to the Property are in compliance with
all applicable laws, regulations and orders relating to
environmental matters, including, but not limited to, waste
disposal and storage; and
(j) there are no reclamation liabilities to be carried out in the
future, outstanding work orders or actions required to be taken
relating to the condition of the Property, or any operations that
have been carried out thereon; and
(k) on the Closing Date the Vendor will deliver to the Purchaser copies
of all reports, maps and other documents and or materials relating
to the Property in the Vendor's possession.
7.02 The representations and warranties hereinbefore set out are
conditions upon which the Purchaser has relied on entering into this agreement
and shall survive the Completion Date by a period of 24 months. The Vendor
hereby indemnifies and saves the Purchaser harmless from all loss, damage,
costs, actions and suits arising out of or in connection with any breach of any
representation or warranty made by it and contained in this agreement; provided
that for such indemnity to be effective, the Vendor must receive notice of any
claim hereunder within the 24-month period set out above.
8. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
8.01 Medallion represents and warrants to the Vendor that:
(a) it has full corporate power and authority to enter into this
agreement and the entering into of this agreement does not conflict
with any applicable laws or with its charter documents nor does it
conflict with, or result in a breach of, or accelerate the
performance required by any contract or other commitment to which
it is party or by which it is bound;
(b) it will assign its entire interest in and to the Property and this
agreement to Yukon Gold within 90 days of the Closing Date, and
following such assignment, all references herein to the Purchaser
shall be construed as references to Yukon Gold;
(c) Yukon Gold is a company in good standing under the laws of
Delaware;
(d) within 90 following the Closing Date, the Yukon Gold Shares will
trade in the United States on the OTC Bulletin Board; and
(e) the Yukon Gold Shares to be delivered hereunder to the Vendor shall
be free-trading, fully-paid and non-assessable shares in the
capital of Yukon Gold, not subject to any escrow or pooling
restrictions, other than those required by law or regulation
provided for in the Securities Act of 1933 as amended or the
Securities and Exchange Act of 1934 as amended.
7.02 The representations and warranties hereinbefore set out are
conditions upon which the Vendor has relied on entering into this agreement and
shall survive the Completion Date by a period of 24 months. The Purchaser hereby
indemnifies and saves the Vendor harmless from all loss, damage, costs, actions
and suits arising out of or in connection with any breach of any representation
or warranty made by it and contained in this agreement; provided that for such
indemnity to be effective, the Purchaser must receive notice of any claim
hereunder within the 24-month period set out above.
9. COVENANTS OF THE PURCHASER
9.01 The Purchaser covenants and agrees with the Vendor that during the
currency of this agreement:
(a) prior to the Completion Date the Purchaser shall carry out and
record or cause to be carried out and recorded all such assessment
work upon the Property as may be required in order to maintain the
Property in good standing at all times; notwithstanding the
foregoing, the Purchaser shall record all eligible expenditures as
assessment credits up to the maximum amount permitted under the
applicable law or policy, shall file all assessment credits not
less than 30 days prior to the expiry date or anniversary date of
any mineral claim in respect of which the assessment credits are
being filed and shall provide the Vendor with a copy of the filing
within 48 hours of it being filed;
(b) prior to the Completion Date the Purchaser shall keep the Property
clear of liens and all other charges arising from its operations
thereon; PROVIDED THAT after the Completion Date, the Purchaser may
pledge the Property as collateral for financing to bring the
Property into commercial production;
(c) prior to the Completion Date the Purchaser shall carry on all
operations on the Property in a good and miner-like manner and in
compliance with all applicable governmental regulations and
restrictions;
(d) prior to the Completion Date the Purchaser shall pay or cause to be
paid any rates, taxes, duties, royalties, assessments or fees
levied with respect to the Property or the Purchaser's operations
thereon;
(e) in the event the Purchaser terminates this agreement prior to the
Completion Date, the Purchaser will leave the Property in a safe
and environmentally acceptable condition in accordance with good
miner-like practice and all applicable requirements of law;
(f) the Purchaser shall indemnify the Vendor and save it harmless from
any and all liabilities, costs, damages or charges arising from the
failure of the Purchaser to comply with the covenants contained in
this article or otherwise arising from its operations on the
Property;
(g) prior to the Completion Date the Purchaser shall allow the Vendor
and any duly authorized agent or representative of the Vendor to
inspect the Property at all times and intervals; PROVIDED HOWEVER
that it is agreed and understood that the Vendor or any such agent
or representative shall be at his own risk and the Purchaser shall
not be liable for any loss, damage or injury incurred by such
persons arising from their inspection of the Property, except those
caused by the gross negligence or willful misconduct of the
Purchaser, its agents, employees and directors;
(h) prior to the Completion Date, the Purchaser shall allow the Vendor
access at all times to all maps, reports, assay results and other
technical data prepared or obtained by the Purchaser in connection
with its operations on the Property; and
(i) prior to the Completion Date, the Purchaser shall, during times
when technical data are being produced, provide the Vendor with
copies of all technical data generated, together with location
maps, sampling plans and other information sufficient to enable the
reader to interpret the said data; such reports shall be delivered
to the Vendor within 10 days of the end of each quarter in which
they are produced and shall provide the Vendor with copies of any
and all documents filed by the Purchaser to record assessment work
on the Property prior to the Completion Date;
(j) prior to the Completion Date the Purchaser will obtain and maintain
during any period in which active work is carried out hereunder,
not less than the following:
(i) employer's liability insurance covering each employee
engaged in the operations hereunder to the extent of
$1,000,000 where such employee is not covered by
Worker's Compensation;
(ii) comprehensive general liability insurance in such
forms as may be customarily carried by a prudent
operator for similar operations with a bodily injury,
death and property damage limit of $2,000,000
inclusive;
(iii) aircraft liability insurance covering all aircraft,
owned and non-owned, operated and/or licensed by the
Purchaser, with a bodily injury, death and property
damage limit of $2,000,000 inclusive;
and will forward to the Vendor if requested the Purchaser's
certificate of insurance for such amounts and will give the
Vendor advance written notice of any reduction or termination
of such coverage; and
(k) Medallion shall assign its entire right, title and interest in and
to the Property and this agreement to Yukon Gold pursuant to an
assignment and assumption agreement, in form and substance
satisfactory to the Vendor acting reasonably, and shall forward a
draft of such agreement to the Vendor for its comments prior to
such agreement being executed by Medallion and Yukon Gold. Upon
such assignment, Yukon Gold shall assume all of the rights, duties
and liabilities of the Purchaser hereunder. Yukon Gold may elect to
record title to the Property in the name of Yukon Gold Corp., and
Ontario Corporation which is the wholly-owned subsidiary of Yukon
Gold, and in such event, Yukon Gold Corp. shall be a party to the
assignment agreement.
10. DEFAULT AND TERMINATION
10.01 If the Purchaser fails to make any cash payment or share delivery
to the Vendor pursuant to paragraphs 1.01 or 2.01 hereof on or before the last
date set out therein, the Vendor may terminate this agreement but only if:
(a) it shall first have given to the Purchaser a notice of the default
containing particulars of the cash payment or share delivery which
the Purchaser has not fulfilled; and
(b) the Purchaser has not, within 15 days following delivery of such
notice of default, cured such default by appropriate payment or
share delivery.
Should the Purchaser fail to comply with the provisions of this sub-paragraph
10.01(b), the Vendor may thereafter terminate this agreement by notice to the
Purchaser.
10.02 If the Purchaser fails to perform any covenant made by it
hereunder, the Vendor may terminate this agreement but only if:
(a) it shall first have given to the Purchaser a notice of the default
containing particulars of the covenant which the Purchaser has not
fulfilled; and
(b) the Purchaser has not, within 15 days following delivery of such
notice of default, cured such default or commenced proceedings to
cure such default by appropriate performance (the Purchaser hereby
agreeing that should it so commence to cure any default it will
prosecute the same to completion without undue delay.)
Should the Purchaser fail to comply with the provisions of this sub-paragraph
10.02(b), the Vendor may thereafter terminate this agreement by notice to the
Purchaser.
10.03 This agreement shall terminate if the Purchaser makes an assignment
for the benefit of its creditors, is declared bankrupt, makes a proposal or
otherwise takes advantage of provisions for relief under the Bankruptcy Act or
similar legislation in any jurisdiction, or makes an authorized assignment.
10.04 In the event of termination of this agreement prior to the
Completion Date, the Purchaser shall irrevocably assign to the Vendor all right,
title and interest in and to the Property, free and clear of all charges, liens
and encumbrances other than those in effect on the Closing Date. The Purchaser
hereby appoints the Vendor as its attorney at law with full power and authority
to execute all such documents as may be required to transfer to the Vendor a
100% recorded and beneficial interest in and to the Property
10.05. Upon termination of this agreement the Purchaser shall:
(a) have completed and recorded sufficient assessment work on the
Property to maintain the Property in good standing for a period of
at least two years from the date of termination;
(b) have satisfied all applicable laws, regulations and policies
relating to reclamation of the Property and shall leave the
Property in a safe and environmentally acceptable condition; and
(c) turn over to the Vendor originals of all maps, reports, assay
results and other data and documentation in its possession in
connection with its operations on the Property.
10.06 Upon the termination of this agreement, the Purchaser forfeits any
and all interest in the Property hereunder and shall cease to be liable to the
Vendor in debt, damages or otherwise save for the performance of those of its
obligations in existence on the date of termination.
10.07 Upon termination of this agreement, the Purchaser shall vacate the
Property within a reasonable time after such termination, but shall have the
right of access to the Property for a period of six months thereafter, upon
giving the Vendor prior written notice and at the Purchaser's sole risk, for the
purpose of removing its chattels, machinery, equipment and fixtures therefrom,
and for the purpose of fulfilling its obligations pursuant to subparagraph
10.04(b) hereof. None of the Purchaser's chattels, machinery, equipment,
fixtures and supplies shall be left on the Property except with the express
prior written consent of the Vendor.
11. INDEPENDENT ACTIVITIES
11.01 Except as expressly provided herein, each party shall have the free
and unrestricted right to independently engage in and receive the full benefit
of any and all business endeavours of any sort whatsoever, whether or not
competitive with the endeavours contemplated herein without consulting the other
or inviting or allowing the other to participate therein. No party shall be
under any fiduciary or other duty to the other which will prevent it from
engaging in or enjoying the benefits of competing endeavours within the general
scope of the endeavours contemplated herein. The legal doctrines of "corporate
opportunity" sometimes applied to persons engaged in a joint venture or having
fiduciary status shall not apply in the case of any party. In particular,
without limiting the foregoing, no party shall have an obligation to any other
party as to:
(a) any opportunity to acquire, explore and develop any mining
property, interest or right presently owned by it or offered to it
outside of the Property at any time; and
(b) the erection of any mining plant, mill, smelter or refinery,
whether or not such mining plant, mill, smelter or refinery treats
ores or concentrates from the Property.
12. CONFIDENTIALITY OF INFORMATION
12.01 The parties hereto shall, subject to the exceptions set out
hereinafter, treat all data, reports, records and other information relating to
this agreement and the Property as confidential. While this agreement is in
effect, no party hereto shall, without the express written consent of the other,
disclose to any third party any information concerning the results of the
operations hereunder nor issue any press releases concerning this agreement or
its exploration operations except where such disclosure is mandatory under the
law or is deemed necessary by the disclosing party's counsel for the
satisfaction by the disclosing party of its obligations to applicable securities
regulatory bodies, and the disclosing party has, prior to the public disclosure,
given the non-disclosing parties a draft copy of the disclosure.
13. ASSIGNMENT
13.01 In addition to the assignment from Medallion to Yukon Gold
contemplated in subparagraph 9.01(l) of this agreement (and in respect of which
the Vendor hereby gives its consent), any party may at any time dispose of all
or any part of its interest in the Property and in this agreement to any third
party (the "Assignee") provided that the Assignee shall, prior to and as a
condition precedent to such disposition, deliver to the non-assigning party its
covenant with and to the non-assigning party that:
(a) to the extent of the disposition, the Assignee agrees to be bound
by the terms and conditions of this agreement as if it had been an
original party hereto; and
(b) it will subject any further disposition of the interest acquired to
the restrictions contained in this paragraph;
and further provided that the non-assigning party must give its prior written
consent to the assignment, such consent not to be unreasonably withheld.
14. UNAVOIDABLE DELAYS
14.01 If any party should be delayed in or prevented from performing any
of the terms, covenants or conditions of this agreement (but expressly excluding
payment of cash or issuance of shares to the Vendor under paragraphs 1.01 and
4.01 hereof) by reason of a cause (excluding lack of funds) beyond the control
of such party, including fires, floods, earthquakes, subsidence, ground collapse
or landslides, interruptions or delays in transportation or power supplies,
strikes, lockouts, wars, acts of God, government regulation or interference,
including but without restricting the generality of the foregoing, forest or
highway closures or any other cause beyond such party's control, then any such
failure on the part of such party to so perform shall not be deemed to be a
breach of this agreement and the time within which such party is obliged to
comply with any such term, covenant or condition of this agreement shall be
extended by the total period of all such delays. In order that the provisions of
this article may become operative, such party shall give notice in writing to
the other party, forthwith and for each new cause of delay or prevention and
shall set out in such notice particulars of the cause thereof and the day upon
which the same arose, and shall give like notice forthwith following the date
that such cause ceased to subsist.
15. ARBITRATION
15.01 If there is any disagreement, dispute or controversy (hereinafter
collectively called a "Dispute") between the parties with respect to any matter
arising under this agreement or the construction hereof, then the Dispute shall
be determined by arbitration in accordance with the following procedures:
(a) the parties to the Dispute shall appoint a single mutually
acceptable arbitrator. If the parties cannot agree upon a single
arbitrator, then the party on the side of the Dispute shall name an
arbitrator, and give notice thereof to the party on the other side
of the Dispute;
(b) the party on the other side of the Dispute shall within 14 days of
the receipt of notice, name an arbitrator; and
(c) the two arbitrators so named shall, within seven days of the naming
of the later of them, name a third arbitrator.
If the party on either side of the Dispute shall fail to name its
arbitrator within the allotted time, then the arbitrator named may make a
determination of the Dispute. Except as expressly provided in this paragraph,
the arbitration shall be conducted in accordance with the Commercial Arbitration
Act (British Columbia) and the arbitration shall be held in Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, Xxxxxx. The decision of the arbitrator or the majority of the
arbitrators shall be made within 30 days following the naming of the latest of
them and shall be conclusive and binding upon the parties. The costs of
arbitration shall be borne equally by the parties to the dispute unless
otherwise determined by the arbitrator(s) in the award.
16. NOTICES
16.01 Any notice, election, consent or other writing required or
permitted to be given hereunder shall be deemed to be sufficiently given if
delivered or if mailed by registered air mail or by telegram or fax, addressed
as follows:
In the case of the Vendor:
Atna Resources Ltd.
#000 - 000 Xxxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
Fax: (000) 000-0000
Attention: Xxxxx Xxxxxxx
with a copy to:
VECTOR CORPORATE FINANCE LAWYERS
Barristers & Solicitors
0000 - 000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, X.X.
X0X 0X0X
Fax: (000) 000-0000
Attention: Xxxxxx X. Xxxxx
In the case of the Purchaser:
Medallion Capital Corp.
000 - 000 Xxx Xxxxxx
Xxxxxxx, XX X0X 0X0
Fax: (000) 000-0000
Attention: Xxxxxxxx Xxxxxx
and any such notice given as aforesaid shall be deemed to have
been given to the parties hereto if delivered, when delivered, or if mailed, on
the tenth business day following the date of mailing, or, if telegraphed or
faxed, on the next succeeding day following the telegraphing or faxing thereof
PROVIDED HOWEVER that during the period of any postal interruption in either the
country of mailing or the country of delivery, any notice given hereunder by
mail shall be deemed to have been given only as of the date of actual delivery
of the same. Any party may from time to time by notice in writing change its
address for the purpose of this paragraph.
17. GENERAL TERMS AND CONDITIONS
17.01 The parties hereto hereby covenant and agree that they will execute
such further agreements, conveyances and assurances as may be requisite, or
which counsel for the parties may deem necessary to effectually carry out the
intent of this agreement.
17.02 This agreement shall represent the entire understanding between the
parties with respect to the Property, and expressly supersedes the letter
agreement between the Vendor and Medallion dated August 26, 2004. No
representations or inducements have been made save as herein set forth. No
changes, alterations, or modifications of this agreement shall be binding upon
either party until and unless a memorandum in writing to such effect shall have
been signed by all parties hereto.
17.03 The titles to the articles to this agreement shall not be deemed to
form part of this agreement but shall be regarded as having been used for
convenience of reference only.
17.04 The schedules to this agreement shall be construed with and as an
integral part of this agreement to the same extent as if they were set forth
verbatim herein.
17.05 All reference to dollar amounts contained in this agreement are
references to Canadian funds.
17.07 This agreement shall be governed by and interpreted in accordance
with the laws in effect in British Columbia, and the parties hereto attorn to
the courts of British Columbia for the resolution of any disputes arising out of
this agreement.
17.08 This agreement shall enure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns.
17.09 This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, and all of which together shall constitute
one and the same instrument. Execution and delivery of this Agreement by
exchange of facsimile copies bearing facsimile signature of a party shall
constitute a valid and binding execution and delivery of this Agreement by such
party. Such facsimile copies shall constitute enforceable original documents.
17.10 Time shall be of the essence of this agreement.
IN WITNESS WHEREOF this agreement has been executed by the
parties hereto as of the day and year first above written.
The COMMON SEAL of ATNA RESOURCES LTD. was hereunto )
affixed in the presence of: )
)
)
) c/s )
)
)
)
The COMMON SEAL of MEDALLION CAPITAL CORP was hereunto ) affixed in the presence
of: )
)
)
) c/s )
)
)
)
This is page 3 of that certain agreement dated November 25, 2004, between Atna
Resources Ltd. of the first part and Medallion Capital Corp., of the second
part.
SCHEDULE "A"
TO THAT CERTAIN AGREEMENT MADE AS OF THE 25th DAY OF NOVEMBER, 2004 BETWEEN ATNA
RESOURCES LTD. OF THE FIRST PART AND MEDALLION CAPITAL CORP. OF THE SECOND PART
--------------------------------------------------------------------------------
THE "PROPERTY"
MINING DISTRICT: Mayo
AREA: Mayo, Yukon Territory
-------------------------------------------------------------------------------
Claim # Claim Name Expiry Date NTS Map
-------------------------------------------------------------------------------
YA76768 Tudl 01 9/14/2007 106D/01
YA76769 Tudl 02 9/14/2007 106D/01
YA76770 Tudl 03 9/14/2007 106D/01
YA76771 Tudl 04 9/14/2007 106D/01
YA76772 Tudl 05 9/14/2007 106D/01
YA76773 Tudl 06 9/14/2007 106D/01
YA76774 Tudl 07 9/14/2007 106D/01
YA76775 Tudl 08 9/14/2007 106D/01
YA76776 Tudl 09 9/14/2007 106D/01
YA76777 Tudl 10 9/14/2007 106D/01
YA76778 Tudl 11 9/14/2007 106D/01
YA76779 Tudl 12 9/14/2007 106D/01
YA76780 Tudl 13 9/14/2007 106D/01
YA76781 Tudl 14 9/14/2007 106D/01
YA76782 Tudl 15 9/14/2007 106D/01
YA76783 Tudl 16 9/14/2007 106D/01
YA76784 Tudl 17 9/14/2007 106D/01
YA76785 Tudl 18 9/14/2007 106D/01
YA76786 Tudl 19 9/14/2007 106D/01
YA76787 Tudl 20 9/14/2007 106D/01
YA76788 Tudl 21 9/14/2007 106D/01
YA76789 Tudl 22 9/14/2007 106D/01
YA76790 Tudl 23 9/14/2007 106D/01
YA76791 Tudl 24 9/14/2007 106D/01
YA76792 Tudl 25 9/14/2007 106D/01
YA76793 Tudl 26 9/14/2007 106D/01
YA76794 Tudl 27 9/14/2007 106D/01
YA76795 Tudl 28 9/14/2007 106D/01
YA76796 Tudl 29 9/14/2007 106D/01
YA76797 Tudl 30 9/14/2007 106D/01
YA76798 Tudl 31 9/14/2007 106D/01
YA76799 Tudl 32 9/14/2007 106D/01
YB02385 Marg 001 9/14/2006 106D/01
YB02386 Marg 002 9/14/2006 106D/01
YB02387 Marg 003 9/14/2006 106D/01
YB02388 Marg 004 9/14/2006 106D/01
YB02389 Marg 005 9/14/2006 106D/01
YB02390 Marg 006 9/14/2006 106D/01
YB02391 Marg 007 9/14/2006 106D/01
YB02392 Marg 008 9/14/2006 106D/01
YB02393 Marg 009 9/14/2006 106D/01
YB02394 Marg 010 9/14/2006 106D/01
YB02395 Marg 011 9/14/2006 106D/01
YB02396 Marg 012 9/14/2006 106D/01
YB02397 Marg 013 9/14/2006 106D/01
YB02398 Marg 014 9/14/2006 106D/01
YB02399 Marg 015 9/14/2006 106D/01
YB02400 Marg 016 9/14/2006 106D/01
YB02401 Marg 017 9/14/2006 106D/02
YB02402 Marg 018 9/14/2006 106D/02
YB02403 Marg 019 9/14/2006 106D/02
YB02404 Marg 020 9/14/2006 106D/02
YB02405 Marg 021 9/14/2006 106D/02
YB02406 Marg 022 9/14/2006 106D/02
YB02407 Marg 023 9/14/2006 106D/01
YB02408 Marg 024 9/14/2006 106D/01
YB02409 Marg 025 9/14/2006 105M/16
YB02410 Marg 026 9/14/2006 105M/16
YB02411 Marg 027 9/14/2006 105M/16
YB02412 Marg 028 9/14/2006 105M/16
YB02413 Marg 029 9/14/2006 105M/16
YB02414 Marg 030 9/14/2006 105M/16
YB02415 Marg 031 9/14/2006 105M/16
YB02416 Marg 032 9/14/2006 105M/16
YB02417 Marg 033 9/14/2006 105M/16
YB02418 Marg 034 9/14/2006 105M/16
YB02419 Marg 035 9/14/2006 105M/16
YB02420 Marg 036 9/14/2006 105M/16
YB02421 Marg 037 9/14/2006 105M/16
YB02422 Marg 038 9/14/2006 105M/16
YB02423 Marg 039 9/14/2006 105M/16
YB02424 Marg 040 9/14/2006 105M/16
YB02425 Marg 041 9/14/2006 105M/16
YB02426 Marg 042 9/14/2006 105M/16
YB02427 Marg 043 9/14/2006 105M/15
YB02428 Marg 044 9/14/2006 105M/15
YB02429 Marg 045 9/14/2006 105M/15
YB02430 Marg 046 9/14/2006 105M/15
YB02431 Marg 047 9/14/2006 105M/16
YB02432 Marg 048 9/14/2006 105M/16
YB02433 Marg 049 9/14/2006 105M/16
YB02434 Marg 050 9/14/2006 105M/16
YB02435 Marg 051 9/14/2006 105M/16
YB02436 Marg 052 9/14/2006 105M/16
YB02437 Marg 053 9/14/2006 105M/16
YB02438 Marg 054 9/14/2006 105M/16
YB02439 Marg 055 9/14/2006 105M/15
YB02440 Marg 056 9/14/2006 105M/15
YB02441 Marg 057 9/14/2006 105M/15
YB02442 Marg 058 9/14/2006 ????
YB02443 Marg 059 9/14/2006 106D/02
YB02444 Marg 060 9/14/2006 106D/02
YB02445 Marg 061 9/14/2006 106D/02
YB02446 Marg 062 9/14/2006 106D/02
YB02447 Marg 063 9/14/2006 106D/02
YB02448 Marg 064 9/14/2006 106D/02
YB02449 Marg 065 9/14/2006 106D/02
YB02450 Marg 066 9/14/2006 106D/02
YB02451 Marg 067 9/14/2006 106D/02
YB02452 Marg 068 9/14/2006 106D/02
YB02453 Marg 069 9/14/2006 106D/02
YB02454 Marg 070 9/14/2006 106D/02
YB02455 Marg 071 9/14/2006 106D/02
YB02456 Marg 072 9/14/2006 106D/02
YB02457 Marg 073 9/14/2006 106D/02
YB02458 Marg 074 9/14/2006 106D/02
YB02459 Marg 075 9/14/2006 106D/02
YB02460 Marg 076 9/14/2006 106D/02
YB02461 Marg 077 9/14/2006 106D/02
YB02462 Marg 078 9/14/2006 106D/02
YB02463 Marg 079 9/14/2006 106D/02
YB02464 Marg 080 9/14/2006 106D/02
YB02465 Marg 081 9/14/2006 106D/02
YB02466 Marg 082 9/14/2006 106D/02
YB02467 Marg 083 9/14/2006 106D/02
YB02468 Marg 084 9/14/2006 106D/02
YB02469 Marg 085 9/14/2006 106D/02
YB02470 Marg 086 9/14/2006 106D/02
YB02471 Marg 087 9/14/2006 106D/02
YB02472 Marg 088 9/14/2006 106D/02
YB02473 Marg 089 9/14/2006 106D/02
YB02474 Marg 090 9/14/2006 106D/02
YB02475 Marg 091 9/14/2006 106D/02
YB02476 Marg 092 9/14/2006 106D/02
YB02477 Marg 093 9/14/2006 106D/02
YB02478 Marg 094 9/14/2006 106D/02
YB02479 Marg 095 9/14/2006 106D/02
YB02480 Marg 096 9/14/2006 106D/02
YB02481 Marg 097 9/14/2006 106D/02
YB02482 Marg 098 9/14/2006 106D/02
YB02483 Marg 099 9/14/2006 105M/15
YB02484 Marg 100 9/14/2006 105M/15
YB02485 Marg 101 9/14/2006 105M/15
YB02486 Marg 102 9/14/2006 105M/15
YB02487 Marg 103 9/14/2006 105M/15
YB02488 Marg 104 9/14/2006 105M/15
YB02489 Marg 105 9/14/2006 105M/15
YB02490 Marg 106 9/14/2006 105M/15
YB02491 Marg 107 9/14/2006 105M/15
YB02492 Marg 108 9/14/2006 105M/15
YB02493 Marg 109 9/14/2006 105M/15
YB02494 Marg 110 9/14/2006 105M/15
YB02495 Marg 111 9/14/2006 105M/15
YB02496 Marg 112 9/14/2006 105M/15
YB02497 Marg 113 9/14/2006 105M/15
YB02498 Marg 114 9/14/2006 105M/15
YB02499 Marg 115 9/14/2006 105M/15
YB02500 Marg 116 9/14/2006 105M/15
YB02501 Marg 117 9/14/2005 105M/15
YB02502 Marg 118 9/14/2005 105M/15
YB02503 Marg 119 9/14/2005 105M/15
YB02504 Marg 120 9/14/2005 105M/15
YB02505 Marg 121 9/14/2005 105M/15
YB02506 Marg 122 9/14/2005 105M/15
YB02507 Marg 123 9/14/2005 105M/15
YB02508 Marg 124 9/14/2005 105M/15
YB02509 Marg 125 9/14/2005 105M/15
YB02510 Marg 126 9/14/2005 105M/15
YB02511 Marg 127 9/14/2005 105M/15
YB02512 Marg 128 9/14/2005 105M/15
YB02513 Marg 129 9/14/2005 105M/15
YB02514 Marg 130 9/14/2005 105M/15
YB02515 Marg 131 9/14/2005 105M/15
YB02516 Marg 132 9/14/2005 105M/15
YB02517 Marg 133 9/14/2005 105M/15
YB02518 Marg 134 9/14/2005 105M/15
YB02519 Marg 135 9/14/2005 105M/15
YB02520 Marg 136 9/14/2005 105M/15
YB02521 Marg 137 9/14/2005 105M/15
YB02522 Marg 138 9/14/2005 105M/15
YB02523 Marg 139 9/14/2005 105M/15
YB02524 Marg 140 9/14/2005 105M/15
YB02525 Marg 141 9/14/2005 105M/15
YB02526 Marg 142 9/14/2005 105M/15
YB02527 Marg 143 9/14/2005 105M/15
YB02528 Marg 144 9/14/2005 105M/15
YB02580 Marg 145 9/14/2006 105M/16
YB02581 Marg 146 9/14/2006 105M/16
YB02582 Marg 147 9/14/2006 105M/16
YB02583 Marg 148 9/14/2006 105M/16
YB02584 Marg 149 9/14/2006 105M/16
YB02585 Marg 150 9/14/2006 105M/16
YB02586 Marg 151 9/14/2006 105M/16
YB02587 Marg 152 9/14/2006 105M/16
YB02588 Marg 153 9/14/2006 105M/16
YB02589 Marg 154 9/14/2006 105M/16
YB02590 Marg 155 9/14/2006 105M/16
YB02591 Marg 156 9/14/2006 105M/16
YB02592 Marg 157 9/14/2006 105M/16
YB02593 Marg 158 9/14/2006 105M/16
YB02594 Marg 159 9/14/2005 105M/15
YB02595 Marg 160 9/14/2005 105M/15
YB02596 Marg 161 9/14/2005 105M/15
YB02597 Marg 162 9/14/2005 105M/15
YB02598 Marg 163 9/14/2005 105M/15
YB02599 Marg 164 9/14/2005 105M/15
YB02600 Marg 165 9/14/2005 105M/15
YB02601 Marg 166 9/14/2005 105M/15
YB02602 Marg 167 9/14/2005 105M/15
YB02603 Marg 168 9/14/2005 105M/15
YB02604 Marg 169 9/14/2005 105M/15
YB02605 Marg 170 9/14/2005 105M/15
YB02606 Marg 171 9/14/2005 105M/15
YB02607 Marg 172 9/14/2005 105M/15
YB02608 Marg 173 9/14/2005 105M/15
YB02609 Marg 174 9/14/2005 105M/15
YB02610 Marg 175 9/14/2005 105M/15
YB02611 Marg 176 9/14/2005 105M/15
YB02612 Marg 177 9/14/2005 105M/15
YB02613 Marg 178 9/14/2005 105M/15
YB02944 Marg 179 9/14/2005 105M/16
YB02945 Marg 180 9/14/2005 105M/16
YB02946 Marg 181 9/14/2005 105M/16
YB02947 Marg 182 9/14/2005 105M/16
YB02948 Marg 183 9/14/2005 105M/16
YB02949 Marg 184 9/14/2005 105M/16
YB02950 Marg 185 9/14/2005 105M/16
YB02951 Marg 186 9/14/2005 105M/16
YB02952 Marg 187 9/14/2005 105M/16
YB02953 Marg 188 9/14/2005 105M/16
YB02954 Marg 189 9/14/2005 105M/16
YB02955 Marg 190 9/14/2005 105M/16
YB03107 Marg 191 1/14/2008 106D/01
YB03108 Marg 192 1/14/2008 106D/01
YB03109 Marg 193 1/14/2008 106D/01
YB03110 Marg 194 1/14/2008 106D/01
YB03111 Marg 195 1/14/2008 106D/01
YB03112 Marg 196 1/14/2008 106D/01
YB03113 Marg 197 1/14/2008 106D/01
YB03114 Marg 198 1/14/2008 106D/01
YB03115 Marg 199 1/14/2008 106D/01
YB03116 Marg 200 1/14/2008 106D/01
YB03117 Marg 201 1/14/2008 106D/01
YB03118 Marg 202 1/14/2008 106D/01
YB03119 Marg 203 1/14/2008 106D/01
YB03120 Marg 204 1/14/2008 106D/01
YB03121 Marg 205 1/14/2008 106D/01
YB03122 Marg 206 1/14/2008 106D/01
YB03123 Marg 207 1/14/2008 106D/01
YB03124 Marg 208 1/14/2008 106D/01
YB03125 Marg 209 1/14/2008 106D/01
YB03126 Marg 210 1/14/2008 106D/01
YB03127 Marg 211 1/14/2008 106D/01
YB03128 Marg 212 1/14/2008 106D/01
YB03129 Marg 213 1/14/2008 106D/01
YB03130 Marg 214 1/14/2008 106D/01
YB03131 Marg 215 1/14/2008 106D/01
YB03132 Marg 216 1/14/2008 106D/01
YB03133 Marg 217 1/14/2008 106D/01
YB03134 Marg 218 1/14/2008 106D/01
YB03135 Marg 219 1/14/2008 106D/01
YB03136 Marg 220 1/14/2008 106D/01
YB03137 Marg 221 1/14/2008 106D/01
YB03138 Marg 222 1/14/2008 106D/01
YB03139 Marg 223 1/14/2008 106D/01
YB03140 Marg 224 1/14/2008 106D/01
YB03141 Marg 225 1/14/2008 106D/01
YB03142 Marg 226 1/14/2008 106D/01
YB03143 Marg 227 1/14/2008 106D/01
YB03144 Marg 228 1/14/2008 106D/01
YB03145 Marg 229 1/14/2008 106D/01
YB03146 Marg 230 1/14/2008 106D/01
YB03147 Marg 231 1/14/2008 106D/01
YB03148 Marg 232 1/14/2008 106D/01
YB03149 Marg 233 1/14/2008 106D/01
YB03150 Marg 234 1/14/2008 106D/01
YB03151 Marg 235 1/14/2008 106D/01
YB03152 Marg 236 1/14/2008 106D/01
YB03153 Marg 237 1/14/2008 106D/01
YB03154 Marg 238 1/14/2008 106D/01
YB03155 Marg 239 1/14/2008 106D/01
YB03156 Marg 240 1/14/2008 106D/01
YB03157 Marg 241 1/14/2008 106D/01
YB03158 Marg 242 1/14/2008 106D/01
YB03159 Marg 243 1/14/2008 106D/01
YB03160 Marg 244 1/14/2008 106D/01
YB03161 Marg 245 1/14/2008 106D/01
YB03162 Marg 246 1/14/2008 106D/01
YB03163 Marg 247 1/14/2008 106D/01
YB03164 Marg 248 1/14/2008 106D/01
YB03165 Marg 249 1/14/2008 106D/01
YB03166 Marg 250 1/14/2008 106D/01
YB03167 Marg 251 1/14/2008 106D/01
YB03168 Marg 252 1/14/2008 106D/01
YB03169 Marg 253 1/14/2008 106D/01
YB03170 Marg 254 1/14/2008 106D/01
YB03171 Marg 255 1/14/2008 106D/01
YB03172 Marg 256 1/14/2008 106D/01
YB03173 Marg 257 1/14/2008 106D/01
YB03174 Marg 258 1/14/2008 106D/01
YB03175 Marg 259 1/14/2008 106D/01
YB03176 Marg 260 1/14/2008 106D/01
YB03177 Marg 261 1/14/2008 106D/01
YB03178 Marg 262 1/14/2008 106D/01
YB03179 Marg 263 1/14/2008 106D/01
YB03180 Marg 264 1/14/2008 106D/01
YB03181 Marg 265 1/14/2008 106D/01
YB03182 Marg 266 1/14/2008 106D/01
YB03183 Marg 267 1/14/2008 106D/01
YB03184 Marg 268 1/14/2008 106D/01
YB03185 Marg 269 1/14/2008 106D/01
YB03186 Marg 270 1/14/2008 106D/01
YB03187 Marg 271 1/14/2008 106D/01
YB03188 Marg 272 1/14/2008 106D/01
YB03189 Marg 273 1/14/2008 106D/01
YB03190 Marg 274 1/14/2008 106D/01
YB03191 Marg 275 1/14/2008 106D/01
YB03192 Marg 276 1/14/2008 106D/01
YB03193 Marg 277 1/14/2008 106D/01
YB03194 Marg 278 1/14/2008 106D/01
YB03195 Marg 279 1/14/2008 106D/01
YB03196 Marg 280 1/14/2008 106D/01
YB03197 Marg 281 1/14/2008 106D/01
YB03198 Marg 282 1/14/2008 106D/01
YB03199 Marg 283 1/14/2008 106D/01
YB03200 Marg 284 1/14/2008 106D/01
YB03201 Marg 285 1/14/2008 106D/01
YB03202 Marg 286 1/14/2008 106D/01
YB03203 Marg 287 1/14/2008 106D/01
YB03204 Marg 288 1/14/2008 106D/01
YB03205 Marg 289 1/14/2008 106D/01
YB03206 Marg 290 1/14/2008 106D/01
YB03606 Marg 291 1/14/2006 105M/16
YB03607 Marg 292 1/14/2006 105M/16
YB03608 Marg 293 1/14/2006 105M/16
YB03609 Marg 294 1/14/2006 105M/16
YB03610 Marg 295 1/14/2006 105M/16
YB03611 Marg 296 1/14/2006 105M/16
YB03612 Marg 297 1/14/2006 105M/16
YB03613 Marg 298 1/14/2006 105M/16
YB03614 Marg 299 1/14/2006 105M/16
YB03615 Marg 300 1/14/2006 105M/16
YB03616 Marg 301 1/14/2006 105M/16
YB03617 Marg 302 1/14/2006 105M/16
YB03618 Marg 303 1/14/2006 105M/16
YB03619 Marg 304 1/14/2006 105M/16
YB03620 Marg 305 1/14/2006 105M/16
YB03621 Marg 306 1/14/2006 105M/16
YB03622 Marg 307 1/14/2006 105M/16
YB03623 Marg 308 1/14/2006 105M/16
YB03624 Marg 309 1/14/2006 105M/16
YB03625 Marg 310 1/14/2006 105M/16
YB03626 Marg 311 1/14/2006 105M/16
YB03627 Marg 312 1/14/2006 105M/16
YB03628 Marg 313 1/14/2006 105M/16
YB03629 Marg 314 1/14/2006 105M/16
YB03630 Marg 315 1/14/2006 105M/16
YB03631 Marg 316 1/14/2006 105M/16
YB03632 Marg 317 1/14/2006 105M/16
YB03633 Marg 318 1/14/2006 105M/16
YB03634 Marg 319 1/14/2006 105M/16
YB03635 Marg 320 1/14/2006 105M/16
YB03636 Marg 321 1/14/2006 105M/16
YB03637 Marg 322 1/14/2006 105M/16
YB03638 Marg 323 1/14/2006 105M/16
YB03639 Marg 324 1/14/2006 105M/16
YB03640 Marg 325 1/14/2006 105M/16
YB03641 Marg 326 1/14/2006 105M/16
YB03642 Marg 327 1/14/2006 105M/16
YB03643 Marg 328 1/14/2006 105M/16
YB03644 Marg 329 1/14/2006 105M/16
YB03645 Marg 330 1/14/2006 105M/16
YB03646 Marg 331 1/14/2006 105M/16
YB03647 Marg 332 1/14/2006 105M/16
YB03648 Marg 333 1/14/2006 105M/16
YB03649 Marg 334 1/14/2006 105M/16
YB03650 Marg 335 1/14/2006 105M/16
YB03651 Marg 336 1/14/2006 105M/16
YB03652 Marg 337 1/14/2006 105M/16
YB03653 Marg 338 1/14/2006 105M/16
YB03654 Marg 339 1/14/2006 105M/16
YB03655 Marg 340 1/14/2006 105M/16
YB03656 Marg 341 1/14/2006 105M/16
YB03657 Marg 342 1/14/2006 105M/16
YB03658 Marg 343 1/14/2006 105M/16
YB03659 Marg 344 1/14/2006 105M/16
YB03660 Marg 345 1/14/2006 105M/16
YB03661 Marg 346 1/14/2006 105M/16
YB03662 Marg 347 1/14/2006 105M/16
YB03663 Marg 348 1/14/2006 105M/16
YB03664 Marg 349 1/14/2006 105M/16
YB03665 Marg 350 1/14/2006 105M/16
YB03666 Marg 351 1/14/2006 105M/16
YB03667 Marg 352 1/14/2006 105M/16
YB03668 Marg 353 1/14/2006 105M/16
YB03669 Marg 354 1/14/2006 105M/16
YB03670 Marg 355 1/14/2006 105M/16
YB03671 Marg 356 1/14/2006 105M/16
YB03672 Marg 357 1/14/2006 105M/16
YB03673 Marg 358 1/14/2006 105M/16
YB03674 Marg 359 1/14/2006 105M/16
YB03675 Marg 360 1/14/2006 105M/16
YB03676 Marg 361 1/14/2006 105M/16
YB03677 Marg 362 1/14/2006 105M/16
YB03678 Marg 363 1/14/2006 105M/16
YB03679 Marg 364 1/14/2006 105M/16
YB03680 Marg 365 1/14/2006 105M/16
YB03681 Marg 366 1/14/2006 105M/16
YB03682 Marg 367 1/14/2006 105M/16
YB03683 Marg 368 1/14/2006 105M/16
YB03684 Marg 369 1/14/2006 105M/16
YB03685 Marg 370 1/14/2006 105M/16
402 claims
SCHEDULE "B"
Attached to and forming part of the Agreement dated the 25th of November 2004,
between Atna Resources Ltd. and Medallion Capital Corp.
NET PROFIT INTEREST PAYABLE TO XXXXXX XXXXXX & ASSOCIATES (1981) LIMITED
NET PROFITS
1. The Payer, thirty (30) days after the end of each fiscal year, shall
furnish the Payee with a statement setting forth in reasonable detail the
calculation of cumulative Net Profits to the end of the preceding fiscal year
together with a cheque in Canadian funds in an amount equal to two percent (2%)
of one third (1/3) of such Net Profits less all payments previously paid to the
Payee in respect of such Net Profits.
2. As used in this Schedule, the following terms shall have the meaning set
out opposite each:
2.1 An "Associated Corporation" of a particular member means:
(a) a corporation which controls that member through the direct or
indirect ownership of more than fifty percent (50%) of its issued
voting shares; or
(b) a corporation which that member controls through direct or indirect
ownership of more than fifty percent (50%) of its issued voting
shares.
Provided that Chevron Standard Limited will be deemed to be an Associated
Corporation of Chevron; and further provided that only CRA Limited and companies
controlled by it through the direct or indirect ownership of more that fifty
percent (50%) of their issued voting shares will be considered to be Associated
Corporations of Enterprise.
2.2 "Capital Costs" means all costs, shown as such on Payer's records paid by
Payer in the exploration, development and bringing into production of the
Claims.
2.3 "Claims" means the Claim described in Schedule A of this Agreement to which
this Schedule is attached.
2.4 "Disbursements" means Payer's and its predecessor's share of all Capital
Costs and Production Costs paid with respect to the exploration, development,
bringing into production and operation of the Claims and shall also include the
Payer's Working Capital. Such costs, which may have been paid prior to or
subsequent to the date of commencement of production shall, without limiting the
generality of the foregoing, include:
(i) Taxes and royalties (other than taxes and royalties based on
income).
(ii) All labour directly and exclusively assigned to the project
including related employee benefits (non-compulsory benefits not to
exceed twenty percent (20%) of such labour costs.).
(iii) Travel and moving expenses of on-site personnel charged in (ii)
above.
(iv) Material and equipment including related transportation costs and
including a reasonable inventory of materials and supplies
(v) Buildings, structures, machinery, and facilities including the cost
of opening or constructing the workings from which mining is to be
carried on.
(vi) Cost of contract services acquired.
(vii) Use of operator's own facilities and equipment provided the rate
charged is no higher than commercial rates in the area.
(viii) Design costs.
(ix) Damage or losses not covered by insurance and not caused by gross
negligence of Payer.
(x) Insurance premiums.
(xi) Legal services.
(xii) Communication costs.
(xiii) Office, camp, and housing costs solely related to the operation.
(xiv) Ecological and environmental costs.
(xv) Warehouse handling costs.
(xvi) Cost of physical inventory.
(xvii) Interest or commitment fees on account of moneys borrowed from
commercial or institutional lenders.
(xviii) Cost of shipping ores or Products to a refinery or smelter and/or
to a purchaser.
(xix) Cost of refining and smelting if they are part of an agreement of
sale of concentrates, except refining and smelting carried out by
an Associated Corporation.
(xx) Overhead.
(xxi) Cost of acquisition of and retention of the Claims.
Disbursements shall not include Net Profit payments to the Payee hereunder
depletion, depreciation, amortization, and other similar periodic write-offs.
2.5 "Net Profits" means the amount derived from subtracting the cumulative
Disbursements from the cumulative Receipts. As part of the computation of Net
Profits, interest calculated as hereinafter described will be added to
cumulative Disbursements as at the end of each year. Such interest will be
calculated for the entire year on the amount by which the average of the
cumulative Disbursements on the last day of each month during the year in
question exceeds the average of cumulative Receipts on the last day of each such
month. The rate if interest will be the average of the prime lending rates
charged by the main branch of the Bank of Montreal in Vancouver on the last day
of each such month, plus two (2) percentage points.
2.6 "Overhead" means the cost to Payer or the operator if the Claims on behalf
of the Payer of salaries, wages, employee benefits, and all other expenses of
employees not covered above plus the cost of operating and maintaining offices
not solely related to the operation. Notwithstanding that the actual overhead
may be greater or less, overhead shall be calculated as follows:
(i) Ten percent (10%) of all Disbursements which are deemed to be
Production Costs; plus
(ii) Five percent (5%) of all Disbursements which are deemed to be
Capital Costs.
2.7 "Payee" means Xxxxxx Xxxxxx & Associates (1981) Limited, its successors or
assigns.
2.8 "Payer" means the Purchaser or its successors or assigns, which, under the
Agreement to which this is attached as Schedule "B", is required to make Net
Profit payments to the Payee.
2.9 "Production Costs" means all costs, shown as such on Payer's records, paid
by Payer in the operation of the Claims or to mine, mill, concentrate, refine,
smelt or otherwise deal with Products, but excludes Capital Costs.
2.10 "Production" means ore mined from the Claims and includes concentrates and
metal produced from such ore through milling, concentrating, refining, smelting,
or other beneficiation.
2.11 "Receipts" means the amount received by the Payer for production from the
Claims determined as follows:
(i) If Products are sold to an Associate Corporation or are further
processed by an Associate Corporation the amount received shall be
the amount agreed upon by the Payer and the Payee as being the
value of the Products at the point of sale or delivery for further
processing. If the Payer and the Payee fail to so agree, such value
shall be determined pursuant to the Arbitration Act of British
Columbia by a single arbitrator appointed pursuant to that Act and
the decision of such arbitrator shall be final.
(ii) If Products are not sold to an Associated Corporation the amount
received shall be the actual selling price at the point of sale
less costs of selling and marketing (including but not limited to
rebates other allowances made or given in connection with such
sale).
2.12 "Working Capital" of a Payer means the amount by which that Payer's current
assets of the mining operation exceed that Payer's current liabilities thereof,
as determined in accordance with generally accepted accounting principles
consistently applied. Changes in the level of Working Capital between the last
day of the fiscal year and the corresponding day of the just prior fiscal year
shall be added to cumulative Disbursements in the case of an increase (or
subtracted in the case of a decrease) over the prior level of Working Capital.
3. Payer may remove reasonable quantities of ore from the Claims for the
purpose of bulk sampling and other testing. Such quantities shall not be
included in the calculation of Net Profits.
4. The Payee, upon written notice to the Payer, shall have the right to audit
Payer's accounts and records maintained for the Claims for any fiscal years
within the twenty-four (24) month period next following the end of such fiscal
year. All statements rendered and all payments made to the Payee shall be
conclusively presumed to be true and correct after the said twenty-four (24)
months with the exception of those specific statements and accounts Payee takes
written exception to and claims adjustment for within the said twenty-four (24)
month period. Costs of such audits shall be borne by the Payee and all
information obtained shall be held confidential.
