RECORD THIS INSTRUMENT IN THE FAIRBANKS RECORDING DISTRICT
INDEX THIS INSTRUMENT AS FOLLOWS:
Grantor: Placer Dome U.S. Inc.
Grantee: La Teko Resources, Inc.
Newmont Exploration Limited
THE PROPERTY DESCRIBED IN EXHIBIT A ATTACHED HERETO IS SITUATED IN THE FOLLOWING
SECTION:
Township 3 North, Range 1 East, Fairbanks Meridian: Section 15
RETURN THIS INSTRUMENT TO: Guess & Xxxx
Attention: Xxxxxx X. Xxxxxxx, Xx.
000 X Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxx 00000
SPECIAL WARRANTY DEED
THIS SPECIAL WARRANTY DEED (hereinafter referred to as "this Deed"), dated
this 30th day of October , 1996, is given by PLACER DOME U.S. INC. ("PDUS"), a
California corporation the address of which is Xxxxx 0000, 0 Xxxxxxxxxx Xxxxxx,
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, to LA TEKO RESOURCES, INC. ("La Teko"), a
Nevada corporation the address of which is Xxxxx 000, 000 Xxxx 0000 Xxxxx, Xxxx
Xxxx Xxxx, Xxxx 00000, and NEWMONT EXPLORATION LIMITED ("Newmont"), a Delaware
corporation the address-of which is Suite 0000, 0000 Xxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxx 00000.
WITNESSETH:
For and in consideration of $10.00 and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, PDUS
hereby ASSIGNS, CONVEYS, and SPECIALLY WARRANTS (as set forth below but not
otherwise) to La Teko (as to an undivided 35%) and Newmont (as to an undivided
65%), and each's respective successors and assigns, as tenants in common, all of
PDUS's rights, titles and interests (if any) in and to the- mining claims
described in Exhibit A attached hereto, together with any and all rights
appurtenant thereto (hereinafter collectively referred to as "the Property"), to
have and to hold forever. PDUS hereby SPECIALLY WARRANTS unto La Teko and
Newmont, and to each's respective successors and assigns, that the Property is
free and clear of any rights, titles, or interests of third parties arising by,
through, or under PDUS, but not otherwise.
IN WITNESS WHEREOF, XXXX has executed this Deed on the date first set forth
above.
PLACER DOME U.S. INC.
By: /s/ Xxxxxxx X. Xxxxxx
Printed Name: Xxxxxxx X. Xxxxxx
Title: V.P., Exploration
STATE OF NEVADA )
)ss.
COUNTY OF WASHOE )
THIS CERTIFIES that on the 30th day of October, 1996, at 000 X. Xxxx Xxxx.,
Xxx. 000, Xxxx, XX 00000, the foregoing instrument was acknowledged before me by
(name) Xxxxxxx X. Xxxxxx (title) V.P. Exploration of PLACER DOME U.S. INC., a
California corporation, on behalf of the corporation.
(Notary seal) /s/ X. Xxxxxxxx
Notary Public in and for Washoe County, Nevada
My commission expires November 10, 1998
EXHIBIT A
MINING CLAIMS
The following State of Alaska mining locations:
Fairbanks
Recording District
Claim Name Book/Page DNR Serial Number
-------------------- ------------------ -----------------
Cheker 30 (aka CH 30) 915/416 ADL-570961
Cheker 34 (aka CH 34) 915/420 ADL-57096
Cheker 35 (aka CH 35) 915/421 ADL-570966
RECORD THIS AGREEMENT IN THE FAIRBANKS RECORDING DISTRICT
INDEX THIS AGREEMENT AS FOLLOWS:
Grantor: Placer Dome U.S. Inc.
Grantee: La Teko Resources, Inc.
Newmont Exploration Limited
THE PROPERTY DESCRIBED IN EXHIBIT A ATTACHED HERETO IS SITUATED IN THE FOLLOWING
SECTION:
Township 3 North, Range 1 East, Fairbanks Meridian: Section 15
RETURN THIS AGREEMENT TO: Guess & Xxxx
Attention: Xxxxxx X. Xxxxxxx, Xx.
000 X Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxx 00000
AGREEMENT REGARDING MINING CLAIMS
THIS AGREEMENT REGARDING MINING CLAIMS (hereinafter referred to as "this
Agreement"), dated this 30th day of October , 1996, is entered into by and among
PLACER DOME U.S. INC. ("PDUS"), a California corporation the address of which is
Xxxxx 0000, 0 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, LA TEKO
RESOURCES, INC. ("La Teko"), a Nevada corporation the address of which is Xxxxx
000, 000 Xxxx 0000 Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, and NEWMONT EXPLORATION
LIMITED ("Newmont"), a Delaware corporation the address of which is Suite 0000,
0000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000 (La Teko and Newmont are sometimes
collectively referred to herein as "Buyer").
WITNESSETH:
For and in consideration of $10.00 and other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, and the covenants of
each party set forth herein, the parties hereby agree as follows:
1. PROPERTY; FURTHER ACTIONS.
The property subject to this Agreement (hereinafter collectively referred
to as "the Property") comprises (a) all rights, titles, and interests now owned
or hereafter acquired by PDUS in or to the mining claims described in Exhibit A
attached hereto or the lands included therein (including but not limited to any
and all amendments or relocations of the mining claims described in Exhibit A
attached hereto and any and all state mining leases into which one or more of
such claims, amendments or relocations are converted), together with (b) any and
all rights now or hereafter appurtenant thereto (including but not limited to
access rights and water rights).
The parties hereby agree to execute, acknowledge, and deliver such other
agreements and instruments as may be reasonably required from time to time
hereafter to implement the intent of the parties hereto (including but not
limited such other agreements and instruments as may be reasonably required from
time to time hereafter to subject formally to this Agreement any and all rights,
titles, or interests hereafter acquired by PDUS that constitute part of the
Property).
2. TERM.
The parties hereby agree that the term of this Agreement shall continue
from the date first set forth above for so long as PDUS (or any successor or
assign of PDUS other than La Teko or Newmont) owns any interest in the Property.
3. SPECIAL WARRANTY.
PDUS hereby SPECIALLY WARRANTS unto La Teko and Newmont, and to each's
respective successors and assigns, that the mining claims described in Exhibit A
attached hereto are free and clear of any rights, titles, or interests of third
parties arising by, through, or under PDUS, but not otherwise.
4. PROMISE TO MAINTAIN PROPERTY IN GOOD STANDING.
During the term of this Agreement, PDUS (a) shall perform such
assessment work, pay such rent, and take any and all other actions
necessary to maintain the Property in good standing under the laws of
the State of Alaska, and (b) shall deliver to La Teko and Newmont-no
later than two weeks prior to any performance, recording, filing,
payment, or other deadline-copies of such affidavits of assessment work
(as recorded if delivered to establish compliance with any recording
requirement), receipts, and other evidence as may be reasonably
necessary to establish PDUS's satisfaction of the foregoing obligations.
Without limiting the generality of the foregoing, during the term of
this Agreement, PDUS shall do the following:
(a) perform in a timely manner all assessment work required
to be performed for the benefit of the Property to maintain the
Property in good standing, for the assessment year beginning on
September 1, 1995, and for every assessment year beginning
thereafter if this Agreement is in effect on the 60th day prior to
the end of the assessment year. If PDUS may satisfy any such
assessment work obligation by making a payment in lieu thereof on
or after the date on which such obligation accrues hereunder, then
PDUS may either perform the required assessment work or make the
required payment in lieu thereof in a timely manner for said
assessment year. (e.g., if this Agreement is in effect on July 3,
1997 (the 60th day prior to September 1, 1997), PDUS shall perform
assessment work for the benefit of the Property or pay the
permitted maintenance fee in lieu thereof no later than August 31,
1997, for the assessment year beginning on September 1, 1996.) For
purposes of this paragraph, whether assessment work is "required"
shall be determined without regard to the value of any assessment
work-performed in assessment years commencing prior to the
assessment year beginning on September 1, 1995, and carried forward
under applicable law for use in future assessment years.
(b) pay in a timely manner all rental due on the Property
under AS 38.05.211 for the rental year beginning on September 1,
1996, and for every rental year thereafter if this Agreement is in
effect on the 30th day prior to the date any required rental fee
must be paid in order to maintain the property in good standing.
(e.g., if this Agreement is in effect on October 31, 1996, PDUS
shall pay the required rental fee that is due no later than
November 30, 1996, for the Property for the rental year beginning
on September 1, 1996.)
(c) prepare, record and file in a proper and timely manner
(for every assessment or rental year for which PDUS is obligated
hereunder to perform work or pay money) such affidavits and other
documents relating thereto as are required to maintain the Property
in good standing.
5. AGREEMENT TO OFFER TO CONVEY BEFORE ABANDONMENT.
If at any time during the term of this Agreement PDUS determines that it
desires to abandon any of the Property, PDUS shall give Buyer written notice of
such determination at least 30 days prior to abandoning any of the Property. If
Buyer elects, pursuant to a written notice delivered to PDUS no later than 20
days after receipt of said notice of intent to abandon, to have PDUS convey to
Buyer the Property described in said notice of intent to abandon, PDUS forthwith
shall execute, acknowledge, and deliver a special warranty deed to Buyer
conveying said Property to Buyer free and clear of any rights, titles, or
interests of third parties arising by, through, or under PDUS, but not
otherwise. If Xxxxx does not so elect to have PDUS convey to Buyer the Property
described in said notice of intent to abandon, PDUS shall have up to 30 days
beyond the end of said original 30-day period in which to complete its desired
abandonment. If PDUS fails to complete said abandonment within said additional
30-day period, the notice requirements of this Paragraph 5 shall again become
applicable to said Property.
6. GRANT OF RIGHTS BY SELLER TO BUYER; OPERATIONS OF BUYER PRIOR TO
ESTABLISHMENT OF BOUNDARY
Seller hereby grants to Buyer (a) the non-exclusive right to conduct, at
Buyer's sole risk and expense, mineral exploration operations (including but not
limited to drilling) on those portions of the Property situated inside the "Area
of Interest" established under that certain unrecorded Conflict of Interest and
Confidentiality Agreement by and between Xxxx Xxxx Mines, Inc. (a wholly-owned
subsidiary of La Teko Resources, Ltd.) and Placer Dome U.S. Inc. dated August 4,
1994 ("Confidentiality Agreement"), and (b) the exclusive right to conduct, at
Buyer's sole risk and expense, mineral development anal production operations
for Buyer's sole account on those portions of the Property situated-inside the
"Area of Interest" established under the Confidentiality Agreement, to have and
to hold said rights forever.
Prior to the establishment of the boundary of said "Area of Interest"
pursuant to Paragraph 7 below, Xxxxx's non-exclusive right to conduct mineral
exploration operations (including but not limited to drilling) shall extend to
those portions of the Property that Buyer believes in good faith to be situated
inside said "Area of Interest".
7. AGREEMENT TO ESTABLISH BOUNDARY.
PDUS and Xxxxx hereby agree to establish, as soon as possible after either
PDUS or Buyer determines in good faith that "production of minerals for sale in
commercial quantities" (as used in AS 38.05.207) from the Property probably will
be commenced by either party, the precise boundary of the "Area of Interest"
established under the Confidentiality Agreement. PDUS and Buyer shall establish
said boundary either by agreement or pursuant to AS 09.45.020-09.45.050 (1994).
Costs (except for attorney's fees) of establishing said boundary as described
above shall be borne equally by PDUS and Buyer. Either party may seek to
establish said boundary sooner than as described above, but the costs (except
for attorney's fees) of establishing said boundary sooner shall be borne
entirely by the party seeking to establish said boundary sooner. In any case
seeking to establish the precise boundary of the "Area of Interest" established
under the Confidentiality Agreement, each party shall be bear its own attorney's
fees.
8. OPERATIONS OF BUYER AND SELLER AFTER ESTABLISHMENT OF BOUNDARY.
After establishment of the boundary described in Paragraph 7 above, Seller
shall cease to have any rights to conduct mineral exploration operations on
those portions of the Property situated inside the "Area of Interest"
established under the Confidentiality Agreement, and all of the rights granted
to Buyer pursuant to Paragraph 6 above shall become exclusive rights of Buyer,
subject only to applicable law and to the terms of any additional agreement
(e.g., a joint operating agreement, a joint venture agreement, or a similar
agreement) that may be negotiated and executed by the parties hereto.
9. TRANSFERABILITY: BINDING EFFECT.
Each party may freely transfer its rights, obligations, and liabilities
hereunder in whole or in part, but no such transfer shall relieve the
transferring party of any obligations or liabilities hereunder unless otherwise
agreed by the parties hereto in writing. This Agreement shall inure to the
benefit of and bind the parties hereto and each party's respective successors
and transferees.
10. COVENANTS RUNNING WITH THE LANDS
The covenants of PDUS set forth herein shall constitute covenants running
with the Property. Either La Teko or Newmont or any successor or assign of
either of them shall be entitled to enforce said covenants against PDUS or its
successors or assigns and shall otherwise be entitled to pursue any and all
remedies available in connection with a breach or breaches thereof.
IN WITNESS WHEREOF the parties have executed this Agreement on the date first
set forth above.
PLACER DOME U.S. INC.
By: /s/ Xxxxxxx X. Xxxxxx
Printed Name: Xxxxxxx X. Xxxxxx
Title: V.P., Exploration
LA TEKO RESOURCES, INC.
By: /s/ Xxxxxx Xxxxxx
Printed Name: Xxxxxx Xxxxxx
Title: President
NEWMONT EXPLORATION LIMITED
By: /s/ Xxxxxxxx X. Xxxx
Printed Name: Xxxxxxxx X. Xxxx
Title: President.
STATE OF NEVADA )
ss.
COUNTY OF WASHOE )
THIS CERTIFIES that on the 30 day of October, 1996, at 000 X. Xxxx Xxxx., Xxx
000, Xxxx, XX 00000, the foregoing instrument was acknowledged before me by
(name) Xxxxxxx X. Xxxxxx, (title) V.P. Exploration of PLACER DOME U.S. INC., a
California corporation, on behalf of the corporation.
(Notary seal) /s/ X. Xxxxxxxx
Notary Public in and for Washoe Country, Nevada
My commission expires Nov. 1998
STATE OF TEXAS )
ss.
COUNTY OF DALLAS )
THIS CERTIFIES THAT ON THE 18th day of November, 1996, at 14785 Preston
#35D, Dallas, TX the foregoing instrument was acknowledged be fore me by (name)
Xxxxxx Xxxxxx (title) President of LA TEKO RESOURCES, INC., a Nevada
corporation, on behalf of the corporation
(notary seal) /s/ Xxxx X. Xxxxxxxx
Notary Public in and for Texas
My commission expires 3/11/97
STATE OF COLORADO )
ss.
COUNTY OF DENVER )
THIS CERTIFIES that on the 15th day of November, 1996, at 0000 Xxxxxxx
Xxxxxx, Xxxxxx, Xx 00000, the foregoing instrument was acknowledged before me by
(name) Xxxxxxxx X. Xxxx (title) President of NEWMONT EXPLORATION LIMITED, a
Delaware corporation, on behalf of the corporation.
(Notary seal) /s/ Xxxx X. Xxxxxxx
Notary Public in and for Denver
My commission expires 8-2-99
EXHIBIT A
Mining Claims
The following State of Alaska mining locations:
Fairbanks
Recording District
Claim Name Book/Page DNR Senal Number
-------------------- ----------------- ----------------
Cheker 26 (aka CH 26) 915/412 ADL-570957
Cheker 31 (aka CH 31) 915/417 ADL-570962
Cheker 36 (aka CH 36) 915/422 ADL-570967
(recording stamp)
Fairbanks Rec District
Requested By Newmont Gold Co.
96 Nov 25 PM 1:43
