MINERAL PROPERTY OPTION AND ROYALTY AGREEMENT
MINERAL PROPERTY OPTION AND ROYALTY AGREEMENT
THIS AGREEMENT made as of June 06, 2011.
BETWEEN:
KLONDIKE GOLD CORP., a body corporate, duly incorporated under the laws of the Province of British Columbia and having an office for business at Suite 711 - ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇ ▇▇▇;
(the “KGC”)
OF THE FIRST PART
AND:
KLONDIKE STAR MINERAL CORPORATION, a body corporate, duly incorporated under the laws of the State of Delaware, U.S.A. and having an office for business at Suite 101 - ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇;
(the “KSMC”)
OF THE SECOND PART
(KGC and KSMC are hereinafter collectively referred to as the "Optionor")
AND:
▇▇▇▇▇▇▇▇ GOLD INC., a body corporate, duly incorporated under the laws of the Province of British Columbia and having its registered and records office at Suite 203 – ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇;
(“▇▇▇▇▇▇▇▇” or the "Optionee")
OF THE THIRD PART
WHEREAS:
A.
KGC (previously named, “Arbor Resources Inc.”) holds a 100% legal and a 45% beneficial interest in a group of quartz claims and crown grants located between Eldorado Creek and Upper Bonanza Creek, ▇▇▇▇▇▇ Mining Division, Yukon Territory, as more particularly described in Schedule
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"A" hereto (the "Property"), and shown in KGC’s name or previous name, 20% of which interest is subject to an Earn-in Option Agreement dated April 2, 2003 made between KGC as optionor and KSMC as optionee (the "Earn-in Agreement");
B.
KSMC holds a 100% legal interest in the quartz claims shown in its name in Schedule “A”, and a 55% beneficial interest in all of the Property, and an option, pursuant to the Earn-in Agreement, to acquire a further 20% interest in all of the Property in accordance with the terms and conditions of the Earn-in Agreement;
C.
KGC and KSMC have agreed to combine their interests in the Property and, collectively, as Optionor, grant certain options to ▇▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇▇ desires to obtain, certain options to acquire up to a 100% right, title and interest, legal and beneficial, in and to the Property on the terms and conditions set out herein;
D.
In conjunction with granting the Options hereunder to ▇▇▇▇▇▇▇▇, KGC and KSMC agree to terminate the Earn-in Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of Ten Dollars ($10.00) now paid by ▇▇▇▇▇▇▇▇ to each of KGC and KSMC and for other good and valuable consideration, the receipt and sufficiency whereof is hereby acknowledged by the KGC and KSMC, the parties agree as follows:
PART 1
DEFINITIONS
1.1
Definitions. The following terms, wherever used in this Agreement, shall have the meanings set forth below:
(a)
“Affiliate” shall have the meaning attributed to it in the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended;
(b)
“Agreement” means this Mineral Property Option and Royalty Agreement, including any amendments and modifications hereof, and all appendices, schedules and exhibits which are incorporated herein by this reference;
(c)
"Bankable Feasibility Study" means a Feasibility Study as that term is defined under CIM Definition Standards and completed in accordance with the requirements of NI 43-101 by a qualified independent engineering consultant that is acceptable to a financial institution as a basis upon which to provide financing to the Optionee for developing the Property for Commercial Production;
(d)
“CIM Definition Standards” means the current definition standards published by the Canadian Institute of Mining, Metallurgy and Petroleum, as amended from time to time, and published as the “CIM Standards on Mineral Resources and Reserves – Definitions and Guidelines”;
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(e)
“Commercial Production” means the operation of the Property or any portion thereof as a producing mine and the production of Minerals therefrom for a period of at least twenty (20) consecutive days at a production rate of at least sixty percent (60%) of the initial rated capacity of the facilities as set out in the Bankable Feasibility Study, but excluding bulk sampling, pilot plant or test operations;
(f)
"Earn-in Agreement" shall have the meaning attributed to it in Recital A hereto;
(g)
“Exchange” means a stock exchange or over-the-counter facility for the listing, quotation and trading of securities;
(h)
“Expenditures” means all costs, expenses and charges, direct or indirect, of or incidental to the Mining Operations incurred by, or on behalf of, the Optionee, but not to include any charge for overhead or administrative services of the Optionee, and not to include any amounts with respect to taxes that are refundable to the Optionee including, but not limited to harmonized sales taxes, or goods and services taxes, which costs, expenses and charges shall be determined in accordance with the Optionee's accounting practices applicable from time to time to the extent that those practices are not inconsistent with Canadian generally accepted accounting principles;
(i)
“First Option” means the right granted by the Optionor to the Optionee to acquire up to a 50% undivided right, title and interest in and to the Property as provided in Part 4 hereof;
(j)
"Gold Price Factor" means US$40.00, if the spot price of gold is US$1,500.00 per ▇▇▇▇ ounce, and the pro-rata equivalent dollar amount rounded to the fourth decimal point should the spot price of gold be other than US$1,500.00 (i.e. for example, increasing by US$0.02667 for every whole dollar above and decreasing by US$0.02667 for every whole dollar below US$1,500.00 per ▇▇▇▇ ounce);
(k)
“Joint Venture” shall have the meaning attributed to it in section 6.2;
(l)
“Joint Venture Agreement” means the Joint Venture Agreement to be negotiated pursuant to section 6.2 of this Agreement;
(m)
"KGC" means Klondike Gold Corporation;
(n)
"KSMC" means Klondike Star Mineral Corporation;
(o)
“Minerals” means all metals, ores, concentrates, minerals, and mineral resources, including materials derived from the foregoing, produced from the Property under this Agreement;
(p)
“Mining Operations” means every kind of work done on or in respect of the Property or the Minerals derived from the Property during the Option Period by, on the behalf of or under the direction of the Optionee including, without limiting the generality of the foregoing, the work of assessment, geophysical, geochemical and geological surveys, studies and mapping,
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investigating, drilling, designing, examining, equipping, improving, surveying, bulk sampling and processing such samples, shaft-sinking, raising, cross-cutting and drifting, searching for, digging, trucking, sampling, working and procuring Minerals, including stone, crushed rock or aggregate, ores and metals, surveying and bringing any mining claims to lease or patent, and all other work usually considered to be prospecting, exploration, development and mining work; in paying wages and salaries of workers engaged in the work and in supplying food, lodging, transportation and other reasonable needs of the workers; in paying assessments or premiums for workers' compensation insurance, contributions for unemployment insurance or other pay allowances or benefits customarily paid in the district to those workers; in paying rentals, licence renewal fees, taxes and other governmental charges required to keep the Property in good standing; in purchasing or renting plant, buildings, machinery, tools, appliances, equipment or supplies and in installing, erecting, detaching and removing them; mining, milling, concentrating, rehabilitation, reclamation, and environmental protections, and in the management of any work which may be done on the Property or in any other respect necessary for the due carrying out of the prospecting, exploration, development, and extraction work;
(q)
“Net Profits Interest” shall have the meaning attributed to it in Schedule “C” hereto;
(r)
“Net Smelter Returns” shall have the meaning attributed to it in Schedule “B” hereto;
(s)
"NI 43-101" means National Instrument 43-101 - Standards of Disclosure for Mineral Projects published by the Canadian Securities Administrators;
(t)
“Options” means collectively, the First Option, Second Option and Third Option herein, or any of them;
(u)
"Optionor" means KGC and KSMC collectively and any payment or issuance of shares to the Optionor means a payment or issuance to KGC and KSMC pro rata in accordance with each of their beneficial interests in the Property on the signing of this Agreement (being for greater certainty a 45% beneficial interest held by KGC and a 55% beneficial interest held by KSMC in the Property);
(v)
“Option Period” means the period during the term of this Agreement from the date hereof to and including the earliest of:
(i)
the date of termination of the Options under Part 7;
(ii)
the date of exercise of the latest of the First Option, Second Option, or Third Option; and
(iii)
December 31, 2014 or such other date as mutually agreed between the parties hereto;
(w)
“parties” means ▇▇▇▇▇▇▇▇, KGC and KSMC, and their respective successors and permitted assigns;
(x)
"Payment Calculation" shall have the meaning ascribed to it in paragraph 4.9(c) herein;
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(y)
“Property” shall have the meaning attributed to it in Recital A hereto as more particularly described in Schedule “A” hereto;
(z)
“Regulatory Approval” means approval to the terms of this Agreement by the TSX Venture Exchange and/or the British Columbia Securities Commission, as may be required, or any such other organization or agency having jurisdiction over the subject matter of this transaction;
(aa)
"Retained Royalty" means the Two Percent (2%) Net Smelter Returns royalty over the Property, retained by the Optionor pursuant to section 4.11 herein and calculated and paid pursuant to Schedule "B" hereto;
(bb)
“Second Option” means the right granted by the Optionor to the Optionee to acquire an additional 25% right, title and interest in and to the Property for a cumulative total interest of 75% as provided in Part 4 hereof; and
(cc)
“Third Option” means the right granted by the Optionor to the Optionee to acquire a further additional 25% right, title and interest in and to the Property for a cumulative total interest of 100% as provided in Part 4 hereof.
1.2
Headings. The headings of this Agreement and the schedules are solely for convenience of reference and do not affect the interpretation of it or define, limit or construe the contents of any provision of this Agreement.
1.3
Number and Gender. Words importing the singular number shall include the plural and vice versa, words importing the neuter gender shall include the masculine and feminine genders, and words importing persons shall include firms and corporations and vice versa.
1.4
Governing Law. This Agreement and the rights and obligations and relations of the parties shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein (but without giving effect to any conflict of law rules). The parties agree that the courts of the Province of British Columbia shall have jurisdiction to entertain any action or other legal proceedings based on any provisions of this Agreement. Each party attorns to the jurisdiction of the courts of the Province of British Columbia.
1.5
Currency. All references to currency in this Agreement are references to the lawful currency of Canada unless otherwise specifically stated.
PART 2
REPRESENTATIONS AND WARRANTIES OF OPTIONOR
2.1
Optionor's representations and warranties. Optionor, jointly and severally, represents and warrants to the Optionee that:
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(a)
KGC has been duly incorporated under the laws of the Province of British Columbia and validly exists as a corporation in good standing under the laws of that jurisdiction of incorporation;
(b)
KSMC has been duly incorporated under the laws of the State of Delaware and validly exists as a corporation in good standing under the laws of that jurisdiction of incorporation;
(c)
the Optionor is the registered and beneficial owner of the Property and, at the time of transfer to the Optionee of each undivided interest in the mineral claims comprising the Property pursuant to the exercise of the Options granted hereunder, the Optionor will be the registered and beneficial owner of a 100% interest, or such remainder thereof that it has not previously transferred to the Optionee hereunder, of all of the mineral claims comprising the Property free and clear of all liens, charges and claims of others and no taxes or rentals are due in respect of any thereof;
(d)
the mineral claims comprised in the Property have been duly and validly located and recorded, and are in good standing in the office of the mining recorder or such other applicable regulatory agency having jurisdiction over the Property;
(e)
there are no adverse claims or challenges against or to the ownership of or title to any of the mineral claims comprising the Property, nor to the knowledge of Optionor is there any basis therefor, and, other than the Earn-in Agreement, there are no outstanding agreements or options to acquire or purchase the Property or any portion thereof, and no person has any royalty or other interest whatsoever in production from any of the mineral claims comprising the Property;
(e)
it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, the Articles or the constating documents of the Optionor or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which the Optionor is a party or by which it is bound or to which it may be subject; and
(f)
no proceedings are pending for, and Optionor is unaware of any basis for the institution of any proceedings leading to, the dissolution or winding up of the Optionor or the placing of the Optionor in bankruptcy or subject to any other laws governing the affairs of insolvent persons.
2.2
Waiver and survival. The representations and warranties contained in section 2.1 are provided for the exclusive benefit of the Optionee, and a breach of any one or more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty; and the representations and warranties contained in section 2.1 will survive the Optionee’s exercise of any Options hereunder.
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PART 3
REPRESENTATIONS, WARRANTIES AND COVENANTS OF OPTIONEE
3.1
Optionee's representations, warranties and covenants. The Optionee represents and warrants to Optionor that
(a)
the Optionee is a private company that has been duly incorporated and validly exists as a corporation in good standing under the laws of the Province of British Columbia;
(b)
it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of, the Articles or the constituting documents of Optionee or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which Optionee is a party or by which it is bound or to which it may be subject; and
(c)
no proceedings are pending for, and Optionee is unaware of any basis for the institution of any proceedings leading to, the dissolution or winding up of Optionee or the placing of Optionee in bankruptcy or subject to any other laws governing the affairs of insolvent persons.
3.2
Waiver and survival. The representations and warranties contained in section 3.1 are provided for the exclusive benefit of Optionor and a breach of any one or more thereof may be waived by Optionor in whole or in part at any time without prejudice to it rights in respect of any other breach of the same or any other representation or warranty; and the representations and warranties contained in section 3.1 will survive the Optionee’s exercise of any Options hereunder.
3.3
Termination of Earn-in Agreement. KGC and KSMC hereby covenant and agree that upon the signing of this Agreement and the issuance by the Optionee of the shares pursuant to paragraph 4.2(a) herein, the Earn-in Agreement will be deemed to be terminated and at an end, and KGC and KSMC will forthwith execute any and all documents necessary to evidence the termination of the Earn-in Agreement.
PART 4
ACQUISITION AND EXERCISE OF THE OPTIONS
The Optionor hereby grants to the Optionee the sole and exclusive option to acquire up to an undivided 100% interest in the Property, in three separate stages as follows:
(1)
First Option:
The Optionee acquires a Fifty Percent (50%) interest in the Property;
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(2)
Second Option: The Optionee acquires a further Twenty-Five Percent (25%) interest in the Property for a cumulative total of Seventy-Five Percent (75%) interest in the Property; and
(3)
Third Option: The Optionee acquires a further Twenty-Five Percent (25%) interest in the Property for a cumulative total of One Hundred Percent (100%) interest in the Property.
The aggregate consideration the Optionee will pay to the Optionor if all Options are exercised shall be as follows:
(a)
The completion of an aggregate of Twenty-Five Million Seven Hundred and Fifty Thousand Dollars ($25,750,000) in Expenditures on the Property as the total minimum required work commitments;
(b)
The issuance to the Optionor of Twenty-Five Million Seven Hundred and Fifty Thousand Dollars ($25,750,000) in common shares in the capital of ▇▇▇▇▇▇▇▇, at the share values where set forth below, being equivalent in number to the common shares of ▇▇▇▇▇▇▇▇ issued to obtain the funding necessary to finance the Expenditures for the minimum required work commitments; and
(c)
The completion of a Bankable Feasibility Study under paragraph 4.6(a) below, and the payment in cash or shares under the provisions of paragraph 4.6(b) below.
4.1
Grant of the First Option to Acquire an interest. The Optionor hereby grants to the Optionee the sole and exclusive option with respect to the Property to acquire a Fifty Percent (50%) undivided interest in and to the Property (the "First Option") free and clear of all charges encumbrances and claims, save and except for the Retained Royalty. This right may be exercised in the manner referred to in section 4.9 and by completing all of the requirements set out in section 4.2 below.
4.2
Exercise of First Option. In order to maintain in force the First Option granted to it, and to exercise the First Option, the Optionee must:
Share Issuance, Expenditures, and Assessment Work
(a)
issue to the Optionor a total of 4,000,000 common shares in the capital of the Optionee upon execution of this Agreement;
(b)
incur a minimum of $750,000 in Expenditures on the Property on or before May 30, 2012;
(c)
incur an additional $2,000,000 in Expenditures on the Property on or before May 30, 2013;
(d)
issue to the Optionor on or before May 30, 2013, an additional number of common shares in the capital of the Optionee equal to the number of shares issued by the Optionee for each equity financing conducted by the Optionee for the purpose of raising funds to carry out the minimum required work commitments for the period ended May 30, 2013, such common shares to be valued at the per share price applicable to the respective equity financing giving rise to their issuance; and
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(e)
maintain the Property in good standing during the Option Period by paying, or causing to be paid, to the Optionor, or on the Optionor's behalf as the Optionee may determine, all payments and taxes required by the applicable regulatory authorities to be paid with respect to the Property and perform all assessment work required to be carried out on the Property by the applicable regulatory authorities to maintain the Property in good standing.
4.3
Grant of the Second Option to Acquire an additional interest. Subject to the Optionee satisfying all of the requirements of section 4.2 to acquire and exercise the First Option, the Optionor grants to the Optionee the sole and exclusive option with respect to the Property to acquire an additional Twenty-five Percent (25%) undivided interest in and to the Property (the "Second Option"), free and clear of all charges encumbrances and claims, save and except for the Retained Royalty. Upon exercising this Second Option, the Optionee will have acquired a cumulative Seventy-five Percent (75%) interest in the Property. This right may be exercised in the manner referred to in section 4.9 and by completing all of the requirements set out in section 4.4 below.
4.4
Exercise of Second Option. In order to maintain in force the Second Option granted to it, and to exercise the Second Option, the Optionee must:
Share Issuance, Expenditures, and Assessment Work
(a)
incur an additional $15,000,000 in Expenditures on the Property on or before May 30, 2014;
(b)
issue to the Optionor on or before May 31, 2014, an additional number of common shares in the capital of the Optionee equal to the number of shares issued by the Optionee for each equity financing conducted by the Optionee for the purpose of raising the funds to carry out the minimum required work commitment for the period ending May 30, 2014, and not previously issued to the Optionor for those financings, such common shares to be valued at the per share price applicable to the respective equity financing giving rise to their issuance;
(c)
incur an additional $8,000,000 in Expenditures on the Property on or before December 31, 2014;
(d)
issue to the Optionor on or before December 31, 2014, an additional number of common shares in the capital of the Optionee equal to the number of shares issued by the Optionee for each equity financing conducted by the Optionee for the purpose of raising the funds to carry out the minimum required work commitment for the period ended December 31, 2014, and not previously issued to the Optionor for those financings, such common shares to be valued at the price applicable to the respective equity financing giving rise to their issuance, and the 4,000,000 common shares previously issued to the Optionor under paragraph 4.2(a) above upon execution of this Agreement shall be applied as the last 4,000,000 shares required to be issued pursuant to the above calculation and at the value determined above for the issuance of such
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shares; and
(e)
maintain the Property in good standing during the Option Period by paying, or causing to be paid, to the Optionor, or on the Optionor's behalf as the Optionee may determine, all payments and taxes required by the applicable regulatory authorities to be paid with respect to the Property and perform all assessment work required to be carried out on the Property by the applicable regulatory authorities to maintain the Property in good standing.
4.5
Grant of the Third Option to Acquire an additional interest. Subject to the Optionee satisfying all of the requirements of sections 4.2 and 4.4 to acquire and exercise the First and Second Options, the Optionor grants to the Optionee the sole and exclusive option with respect to the Property to acquire a further Twenty-five Percent (25%) undivided interest in and to the Property (the "Third Option") free and clear of all charges encumbrances and claims, save and except for the Retained Royalty. Upon exercising this Third Option, the Optionee will have acquired a cumulative One Hundred Percent (100%) interest in the Property. This right may be exercised in the manner referred to in section 4.9 and by completing all of the requirements set out in section 4.6 below.
4.6
Exercise of Third Option. In order to maintain in force the Third Option granted to it, and to exercise the Third Option, the Optionee must:
Feasibility Study
(a)
On or before December 31, 2014, or such other date as mutually agreed in writing between the parties, caused to be completed a Bankable Feasibility Study on the Property;
Option Payment in Cash or Shares
(b)
Pay to the Optionor, in cash or, if agreed in writing by the Optionor, in shares in the capital of the Company, an amount calculated by multiplying the number of total proven ▇▇▇▇ ounces of gold identified on the Property, as shown in the category of Proven Mineral Reserve, as that term is defined under the CIM Definition Standards for the purposes of NI 43-101, and reported in the Bankable Feasibility Study, by the Gold Price Factor; and
Property Payments and Assessment Work
(c)
maintain the Property in good standing during the Option Period by paying, or causing to be paid, to the Optionor, or on the Optionor's behalf as the Optionee may determine, all payments and taxes required by the applicable regulatory authorities to be paid with respect to the Property and perform all assessment work required to be carried out on the Property by the applicable regulatory authorities to maintain the Property in good standing.
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4.7
Lapse or acceleration of Options. The Optionee may let the working right and Options lapse by failing to issue the shares, incur the Expenditures and work commitments or make the cash payments referred to in paragraphs 4.2(a), (b), (c) or (d), paragraphs 4.4(a), (b), (c) or (d), or paragraphs 4.6(a) or (b), or by failing to make the payments or perform the assessment work referred to in paragraphs 4.2(e), 4.4(e) or 4.6(c). The Optionee may accelerate any or all of these payments or Expenditures.
4.8
Working right. During the Option Period, the Optionee shall have the sole and exclusive working right to enter on and conduct the Mining Operations on the Property as the Optionee in its sole discretion may decide. The Optionee shall have quiet and exclusive possession from the date of this Agreement and thereafter during the currency of the working right and Options, with full power and authority to the Optionee, its servants, agents, workers or contractors, to carry on Mining Operations in searching for Minerals in such manner as the Optionee in its discretion may determine, including the right to erect, bring and install on the Property all buildings, plant, machinery, equipment, tools, appliances or supplies as the Optionee shall deem necessary and proper and the right to remove therefrom reasonable quantities of rocks, ores and Minerals and to transport them for the purposes of sampling, metallurgical testing and assaying. All Mining Operations conducted by the Optionee shall be in accordance with good exploration, development and mining practice, and in compliance with all applicable legislation.
4.9
Notice of Exercise of Options.
(a)
Exercise of First Option. The Optionee may at any time after it has, issued the securities pursuant to paragraphs 4.2(a) and (d), incurred the Expenditures in the aggregate of $2,750,000 on the Property in the manner and times set forth in paragraphs 4.2(b) and (c), and maintained the Property as set out in paragraph 4.2(e) hereof, exercise the First Option by delivering a notice of exercise to the Optionor. The notice of exercise of the First Option shall be accompanied by a statement of the Expenditures (the "Statement of Expenditures") incurred by the Optionee on the Property. If requested by the Optionor, the Optionee shall have the Statement of Expenditures audited by the Optionee's auditor. The Optionor shall have a period of Thirty (30) days to review the Statement of Expenditures and either accept or challenge the Statement. Should the Optionor challenge the Statement, then the Optionor shall have a period of Ninety (90) days to conduct such reviews or further audits, by an auditor appointed by the Optionor, of the Optionee's records of Expenditures and the Optionee shall provide full access to its records and cooperation with respect to such review. Any dispute over the amount of Expenditures following the Optionor's review, if not resolved between the parties, shall be referred to arbitration. Should the Optionor accept the notice of exercise and the Statement of Expenditures, then an undivided 50% right, title and interest in and to the Property will vest in the Optionee free and clear of all charges, encumbrances and claims, save and except for the Retained Royalty.
(b)
Exercise of Second Option. The Optionee may at any time after it has, issued the additional securities pursuant to paragraphs 4.4(a) and (d), incurred the additional Expenditures in the aggregate of $23,000,000 on the Property in the manner and times set
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forth in paragraph 4.4(b) and (c), and maintained the Property as set out in paragraph 4.4(e) hereof, exercise the Second Option by delivering a notice of exercise to the Optionor. The notice of exercise of the Second Option shall be accompanied by a statement of the Expenditures (the "Second Statement of Expenditures") incurred by the Optionee on the Property. If requested by the Optionor, the Optionee shall have the Second Statement of Expenditures audited by the Optionee's auditor. The Optionor shall have a period of Thirty (30) days to review the Second Statement of Expenditures and either accept or challenge the Second Statement. Should the Optionor challenge the Second Statement, then the Optionor shall have a period of Ninety (90) days to conduct such reviews or further audits, by an auditor appointed by the Optionor, of the Optionee's records of Expenditures and the Optionee shall provide full access to its records and cooperation with respect to such review. Any dispute over the amount of Expenditures following the Optionor's review, if not resolved between the parties, shall be referred to arbitration. Should the Optionor accept the notice of exercise and the Second Statement of Expenditures, then an additional undivided 25% right, title and interest in and to the Property will vest in the Optionee free and clear of all charges, encumbrances and claims, save and except for the Retained Royalty and the Optionee's cumulative interest in the Property upon such transfer would then be 75%.
(c)
Exercise of Third Option. The Optionee may at any time after it has, completed the Bankable Feasibility Study pursuant to paragraph 4.6(a), made the payment in cash or, if agreed in writing by the Optionor, in shares in the capital of the Company to the Optionor pursuant paragraph 4.6(b), and maintained the Property as set out in paragraph 4.6(c) hereof, exercise the Third Option by delivering a notice of exercise to the Optionor. The notice of exercise of the Third Option shall be accompanied by a copy of the Bankable Feasibility Study together with a calculation of the amount of the payment (the "Payment Calculation") to made with respect to the proven ▇▇▇▇ ounces of gold identified in the Bankable Feasibility Study under the category of Proven Mineral Reserve, as that term is defined under CIM Definition Standards. If requested by the Optionor, the Optionee shall have the Payment Calculation audited by the Optionee's auditor. The Optionor shall have a period of Thirty (30) days to review the Payment Calculation and either accept or challenge the Payment Calculation. Should the Optionor challenge the Payment Calculation, then the Optionor shall have a period of Ninety (90) days to conduct such reviews or further audits, by an auditor appointed by the Optionor, of the Optionee's calculations and the Optionee shall provide full access to its records and cooperation with respect to such review. Any dispute over the Payment Calculation following the Optionor's review, if not resolved between the parties, shall be referred to arbitration. Should the Optionor accept the notice of exercise and the Payment Calculation, then an additional undivided 25% right, title and interest in and to the Property will vest in the Optionee free and clear of all charges, encumbrances and claims, save and except for the Retained Royalty and the Optionee's cumulative interest in the Property upon such transfer would then be 100%.
4.10
Transfer of Title on Exercise. Within thirty (30) days following the exercise of each of the First, Second and Third Option under section 4.9, the Optionor will prepare, execute and deliver to the Optionee all transfer documents necessary to effect the transfer and registration of:
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(a)
with respect to the First Option, an undivided fifty percent (50%) interest in and to the Property into the name of the Optionee;
(b)
with respect to the Second Option, an additional undivided twenty-five percent (25%) interest in the Property into the name of the Optionee giving the Optionee a cumulative seventy-five percent (75%) undivided interest in and to the Property; and
(c)
with respect to the Third Option, an additional undivided twenty-five percent (25%) interest in the Property into the name of the Optionee giving the Optionee a cumulative seventy percent (100%) undivided interest in and to the Property.
4.11
Optionor's Retained Royalty. On the date the Optionee commences Commercial Production on the Property, the Optionor shall be entitled to receive, and the Optionee shall pay to the Optionor, a royalty of Two Percent (2%) of Net Smelter Returns to be calculated and paid in accordance with the terms and provisions of Schedule "B" attached hereto and forming a part of this Agreement.
PART 5
OBLIGATIONS OF OPTIONEE DURING OPTION PERIOD
5.1
Maintenance of Property. During the Option Period the Optionee will maintain in good standing those mineral claims comprised in the Property that are in good standing on the date hereof by the doing and filing of assessment work, by the payment of taxes and rentals and the performance of all other actions which may be necessary in that regard and in order to keep such mineral claims free and clear of all liens and other charges arising from the Optionee’s activities thereon except those at the time contested in good faith by the Optionee.
5.2
Optionor access to Property. During the Option Period, the Optionee will permit the directors, officers, employees and designated consultants of the Optionor, at their own risk, access to the Property at all reasonable times, provided that Optionor agrees to indemnify the Optionee against, and to save it harmless from, all costs, claims, liabilities and expenses that the Optionee may incur or suffer as a result of any injury (including injury causing death) to any director, officer, employee or designated consultant of Optionor while on the Property.
5.3
Annual report of results. During the Option Period, the Optionee will deliver to the Optionor on or before March 15 in each year a full report (including up-to-date maps if there are any) describing the results of work done in the last completed calendar year, together with reasonable details of Expenditures made.
5.4
Workmanship, reclamation. During the Option Period, the Optionee will do all work on the Property in a good and workmanlike fashion and in accordance with all applicable laws, regulations, orders and ordinances of any applicable governmental authority, including conducting all reclamation required by the applicable regulatory authorities with respect to the work conducted by the Optionee on the Property.
5.5
Indemnity. The Optionee shall indemnify and save the Optionor harmless from and against all
13 | Page
losses, liabilities, claims, demands, damages, expenses, suits, injury or death in any way referable to Mining Operations conducted prior to the formation of a Joint Venture; provided, that the Optionor shall not be indemnified for any loss, liability, claim, demand, damage, expense, injury or death resulting from the negligence or wilful misconduct of the Optionor, or its employees, agents or contractors. The Optionee shall cause to be paid all workers and wage earners employed by it or its contractors on the Property and all materials purchased in connection with it.
5.6
Abandonment. The Optionee may at any time, during the Option Period, abandon any one or more of the claims (the "Abandoned Claims") which comprise the Property. The Optionee shall give the Optionor notice in writing Thirty (30) days prior to any abandonment (the "Notice of Abandonment"). If requested by the Optionor following receipt of Notice of Abandonment, the Optionee shall transfer to the Optionor, or its nominee, any or all of the claims proposed to be abandoned by the Optionee. Upon delivery of the Notice of Abandonment to the Optionor, the Abandoned Claims will for all purposes of this Agreement cease to form part of the Property.
5.7
Assessment work. The Optionee shall, in consultation with the Optionor, file as credits against the Property to the maximum extent possible, all the assessment credits which may become available from Mining Operations conducted on the Property during the Option Period.
5.8
Insurance.
(1)
Until the formation of a Joint Venture, the Optionee shall provide, maintain and pay for the following insurance which shall be placed with an insurance company or companies and in a form as may be acceptable to the Optionor:
(a)
comprehensive general liability insurance protecting the Optionee and Optionor and their respective employees, agents, contractors, invitees and licensees against damages arising from personal injury (including death) and from claims for property damage which may arise directly or indirectly out of the Mining Operations of the Optionee and Optionor under this Agreement including coverage for liability arising out of products, whether manufactured or supplied by the Optionee and Optionor, completed operations, contingent employer's liability and contractual liability; and
(b)
automobile insurance on the Optionee's owned and non-owned vehicles, if any, protecting the Optionee and its employees, agents, contractors, invitees and licencees against damages arising from bodily injury (including death) and from claims for property damage arising out of the Mining Operations of the Optionee and Optionor under this Agreement.
(2)
Each policy of insurance contemplated in this paragraph shall:
(a)
be in an amount acceptable to the Optionor and in any event not less than $1,000,000 inclusive of any one occurrence;
and the policy of insurance referred to in paragraph 5.8(1)(a) shall:
(b)
include a standard form of cross-liability clause;
14 | Page
(c)
contain a clause waiving the insurer's right of subrogation against the Optionor; and
(d)
indicate that the insurer will give the Optionor Thirty (30) days' prior written notice of cancellation or termination of the coverage.
(3)
The Optionee shall provide the Optionor with such evidence of insurance as the Optionor may request.
5.9
Area of Interest. During the term of this Agreement, any mineral claim, lease or other mineral right or interest acquired by or on behalf of any party, directly or indirectly, by staking, acquisition or in any other manner, contiguous to or within five (5) kilometres of the outside boundaries of the Property as at the date hereof, will be deemed to have been acquired on behalf of and for the benefit of all of the parties pursuant to this Agreement, with the exception of any placer claims or leases, which shall be specifically excluded from this Agreement. All staking or acquisition costs of the Optionor, provided they have been approved in writing by the Optionee prior to their incurrence, will be reimbursed to the Optionor by the Optionee upon presentation of paid invoices or a copy of the acquisition agreement accompanied by proof of payment.
PART 6
FORMATION OF JOINT VENTURE
6.1
Joint Venture. If the Optionee exercises its rights under sections 4.2 or 4.4, and thereby becomes the owner of a 50% or 75% undivided interest in the Property, and the Optionee gives the Optionor notice in writing (the "Joint Venture Notice") that it is not proceeding with any further Options granted under this Agreement and wishes to form a Joint Venture, then, as and from the date of the Joint Venture Notice, the Optionor and Optionee agree to associate and participate in, and form, a joint venture (the "Joint Venture") for the purpose of carrying out all acts which are necessary or appropriate, directly or indirectly, to:
(a)
explore and, if deemed warranted as provided in this Agreement, develop the Property and equip it for Commercial Production;
(b)
operate the Property as a mine; and
(c)
engage in such other activity as may be considered by the Optionor and Optionee to be necessary or desirable in connection with the foregoing.
6.2
Joint Venture Agreement. When a Joint Venture is formed pursuant to section 6.1, the Optionor and the Optionee hereby agree to negotiate and execute a formal joint venture agreement, including the following essential terms (the "Joint Venture Agreement"):
(a)
on commencement of the Joint Venture, depending on whether it occurs after the exercise of the First Option or Second Option by the Optionee, the Optionor and Optionee shall have the following interests in the Joint Venture and be deemed to have made the following Expenditures (with the Optionor’s interest being divided among KGC and KSMC on the basis of their beneficial interests in the Property on the date of
15 | Page
this Agreement, being allocated as to 45% to KGC and 55% to KSMC):
(i)
if after the exercise of the First Option by the Optionee:
Party | Interest | Deemed Expenditure |
Optionor | 50% | $5,500,000 |
Optionee | 50% | $5,500,000 |
and;
(ii)
if after the exercise of the Second Option by the Optionee:
Party | Interest | Deemed Expenditure |
Optionor | 25% | 33 1/3% of Optionee’s Deemed Expenditure as set forth immediately below |
Optionee | 75% | $5,500,000 plus all costs incurred in exercising the Second Option |
(b)
all decisions regarding the operations of the Joint Venture shall be made by a management committee to consist of one representative from each party. Each party shall have the number of votes on the management committee equal to their participating interest in the Joint Venture as adjusted from time to time. The chairman of the management committee shall have a casting vote in the event of a tie;
(c)
the initial operator for the Joint Venture (the “Operator”) shall be the Optionee who shall continue as Operator so long as the Optionee is contributing its pro rata share of the costs to the Joint Venture when requested. Should the Optionee cease to contribute to costs of the Joint Venture and the Optionor be contributing to costs of the Joint Venture, then the Optionee shall resign as Operator and the Optionor be appointed as Operator for the Joint Venture;
(d)
the Operator shall provide the parties who are not the Operator timely reports on all Mining Operations on a monthly basis, as well as copies of all technical reports prepared on the Property address to each of the parties, and an immediate report on any usual or significant discovery of mineralization;
(e)
should a party (the "Non-Contributing Party") to the Joint Venture choose at any time not to contribute its share of costs or work program budgets to the Joint Venture, such Non-Contributing Party shall suffer immediate dilution of its participating interest in the Joint Venture and upon a Non-Contributing Party’s participating interest at any time being reduced to Five Percent (5%) or less, the Non-Contributing Party shall assign and convey the balance of its participating interest to the other party, and in consideration of that assignment and conveyance, shall be entitled to receive as its sole remuneration and benefit, by way of royalty, as and when available, the amount of Five Percent (5%) of Net Profits (the “Net Profits Interest”); and
16 | Page
(f)
the parties agree that the Joint Venture shall be responsible for exercising the rights and satisfying the obligations with respect to the Property that arise during the term of the Joint Venture. Any expenditures made or benefits derived from the rights acquired by the Joint Venture shall be shared or enjoyed by the parties pro-rata in accordance with their respective interests at the time, if a payment, or from time to time, if a lasting benefit.
The Joint Venture Agreement shall govern the relationship of the Optionee and Optionor in all subsequent Mining Operations on the Property.
PART 7
TERMINATION OF OPTIONS
7.1
Optionee requirements. If the First Option is terminated otherwise than upon the exercise thereof pursuant to section 4.9, the Optionee will leave in good standing for a period of at least one year after the termination of the First Option, those mineral claims comprising the Property that are in good standing on the date hereof and any other mineral claims comprised in the Property that the Optionee brings into good standing after the date hereof.
7.2
Equipment. In the event that the Optionee abandons the Options granted to it under sections 4.1, 4.3 or 4.5, all buildings, plant, equipment, machinery, tools, appliances and supplies which the Optionee may have brought on the Property, either before or during the Option Period, may be removed by the Optionee at any time not later than six months after the abandonment of the Options. Any buildings, plant, equipment, machinery, tools, appliances and supplies left on the Property during the six-month period shall be at the Optionee's sole risk and, if not removed after the six-month period, shall become the property of the Optionor. During the Option Period, the Optionee shall not remove from the Property any of its buildings, plant, equipment, machinery, tools, appliances and supplies, except as contemplated immediately above in this section 7.2.
7.3
Information. If the Optionee abandons the First, Second or Third Option granted to it under Part 4, the Optionee shall, on request, provide the Optionor, at no cost to the Optionor, with a copy of all reports, maps, plans, drill logs and surveys of all work pertaining to the Property or Mining Operations, provided that the Optionee does not warrant the accuracy of those reports, maps, plans, drill logs and surveys and shall not be liable for any inaccuracies contained in them.
PART 8
CONFIDENTIAL INFORMATION
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8.1
Treatment of information. No information furnished by the Optionee to Optionor hereunder in respect of the activities carried out on the Property by the Optionee, or related to the sale of product derived from the Property, will be published by Optionor without the written consent of the Optionee, but such consent in respect of the reporting of factual data will not be unreasonably withheld, and will not be withheld in respect of information required to be publicly disclosed pursuant to applicable securities or corporation laws.
PART 9
ARBITRATION
9.1
Matters for referral to arbitration. All questions or matters in dispute with respect to the accounting of moneys expended by the Optionee as provided herein, or with respect to the calculation of or amounts taken into account in the determination of Expenditures, the Payment Calculation or Net Smelter Returns and any share of the proceeds of the sale of Minerals or other products from the Property will be submitted to arbitration pursuant to the terms hereof.
9.2
Notice of referral to arbitration. It will be a condition precedent to the right of any party to submit any matter to arbitration pursuant to the provisions hereof, that any party intending to refer any matter to arbitration gives not less than 30 days’ prior written notice of its intention so to do to the other party together with particulars of the matter in dispute.
9.3
Expiry of notice. On the expiration of such 30 days, the party who gave such notice may proceed to refer the dispute to arbitration as provided in section 9.4.
9.4
Appointment of arbitrators. Unless the parties can mutually agree in writing on the appointment of a single arbitration within 5 days of the expiry of the notice under section 9.2, the party desiring arbitration will appoint one arbitrator, and will notify the other party of such appointment, and the other party will, within 15 days after receiving such notice, appoint an arbitrator, and the two arbitrators so named, before proceeding to act, will, within 15 days after the appointment of the last appointed arbitrator, unanimously agree on the appointment of a third arbitrator to act with them and be chairman of the arbitration herein provided for.
9.5
Failure to act. If the other party will fail to appoint an arbitrator within 15 days after receiving notice of the appointment of the first arbitrator, and if the two arbitrators appointed by the parties will be unable to agree on the appointment of the chairman, the chairman will be appointed under the provision of the Commercial Arbitration Act (British Columbia) (the “Act”).
9.6
Arbitration procedures. Except as specifically otherwise provided in this Part 9, the arbitration herein provided for will be conducted in accordance with the Act, and any rules of procedure as may be proposed by the arbitrator or arbitrators, as the case may be.
9.7
Fixing time and place. The chairman, or in the case where only one arbitrator is appointed, the single arbitrator, will fix a time and place in Vancouver, British Columbia, for the purpose of hearing the evidence and representations of the parties, and he will preside over the arbitration and determine all questions of procedure not provided for under such Act or this Part 9.
18 | Page
9.8
Award in writing. After hearing any evidence and representations that the parties may submit, the single arbitrator, or the arbitrators, as the case may be, will make an award and reduce it to writing, and deliver one copy thereof to each of the parties.
9.9
Expenses. The expense of the arbitration will be paid as specified in the award.
9.10
Binding award. The parties may agree that the award of a majority of the arbitrators, or in the case of a single arbitrator, of such arbitrator, will be final and binding upon each of them, from which there shall be no appeal. In the event that one party alleges a default or breach which the other denies, or a failure to satisfactorily cure a default, then the arbitrator or arbitrators may make an order to relieve against forfeiture or set out the required terms to cure the default. The arbitrator or arbitrators may award injunctive relief, and shall also decide matters including the cost of the arbitration. The arbitrator or arbitrators are authorized and instructed to award costs on a solicitor own client or special costs basis, as warranted, to the successful party in connection with any arbitration. In the event a party fails or is otherwise unable to pay its share of any costs under this provision, the other party or parties are hereby authorized but not obligated to make that payment and deduct the same from any money claimed owed by the respondent, or treat such advance as a demand loan, with interest at Eight Percent (8%) per annum, compounding annually until paid, and payable on demand.
PART 10
DEFAULT AND TERMINATION
10.1
Notice of default. Notwithstanding Part 4, if at any time during the Option Period the Optionee fails to perform any obligation required to be performed hereunder or is in breach of a warranty or covenant given herein, which failure or breach materially interferes with the implementation of this Agreement, Optionor may terminate this Agreement but only if:
(a)
it first gives to the Optionee a notice of default containing particulars of the obligation which the Optionee has not performed, or the warranty or covenant breached, and
(b)
the Optionee does not, within 60 days after delivery of such notice of default, cure such default or commence proceedings to cure such default by appropriate payment or performance (the Optionee hereby agreeing that should the Optionee so begin to cure any default the Optionee will prosecute such curing to completion without undue delay).
10.2
Termination.
Should the Optionee fail to comply with the provisions of paragraph 10.1(b) Optionor may thereafter terminate this Agreement, and the provisions of Part 7 will then be applicable.
PART 11
GENERAL
11.1
Assignment of interest. During the Option Period and prior to the formation of a Joint
19 | Page
Venture, the Optionor and Optionee shall not, except as set out herein, sell, transfer nor assign this Agreement or their right or beneficial interest in the Property without the consent of the other party, which consent shall not be unreasonably withheld. Either party shall be permitted to assign this Agreement to an Affiliate on the assigning party providing a guarantee, in form satisfactory to the other party, of the obligations of that Affiliate under this Agreement. Any assignment shall be subject to the assignee entering into an agreement, in form and substance satisfactory to counsel for the other party, to be bound by this Agreement.
11.2
Encumbrances. During the Option Period and prior to the formation of a Joint Venture, the Optionor and Optionee shall not pledge, mortgage, charge or otherwise encumber their beneficial interest in the Property or their rights under this Agreement, except in the event that the Optionee is proceeding with the Third Option and such pledge, mortgage, charge or encumbrance is for the specific purpose of securing financing to develop and place the Property into Commercial Production.
11.3
Further assurances. The parties shall, without further consideration, from time to time execute and deliver, or cause to be executed and delivered, further instruments and assurances as may be reasonably required for registering or recording changes in ownership interests in the Property.
11.4
Limitation of Obligations of Optionee. It is understood and agreed that:
(a)
nothing contained in this Agreement, nor any payment made, shares issued, Mining Operations conducted or Expenditures incurred by the Optionee on or in connection with the Property or part of it, nor the doing of any act or thing by the Optionee under the terms of this Agreement shall obligate the Optionee to do anything else under this Agreement other than to issue shares, make payments, incur Expenditures and maintain the Property to the extent that it may have expressly undertaken to do so pursuant to the terms of this Agreement;
(b)
subject to the terms of this Agreement, the Optionee may at any time abandon the Options granted to it under sections 4.1, 4.3 and 4.5; and
(c)
in the event that the Optionee abandons the Options granted to it under section 4.1, 4.3 or 4.5, the liabilities and obligations of the Optionee shall cease with respect to the Property except that the Optionee shall remain liable for any and all liabilities or obligations arising directly or indirectly from the actions of the Optionee in conducting work or having conducted work on the Property and the provisions of Part 7 herein, and if the Optionee has acquired any interest in the Property, as provided under the Joint Venture Agreement.
11.5
Time. Time shall be of the essence of this Agreement and of every part of it and no extension or variation of this Agreement shall operate as a waiver of this provision.
11.6
Entire agreement. With respect to the subject-matter of this Agreement, this Agreement:
(a)
sets forth the entire agreement between the parties and any persons who have in the past or who are now representing either of the parties;
20 | Page
(b)
supersedes all prior understandings and communications between the parties or any of them, oral or written; and
(c)
constitutes the entire agreement between the parties.
Each party acknowledges that this Agreement is entered into after full investigation and that no party is relying on any statement or representation made by any other which is not embodied in this Agreement. Each party acknowledges that it shall have no right to rely on any amendment, promise, modification, statement or representation made or occurring subsequent to the execution of this Agreement unless it is in writing and executed by each of the parties.
11.7
Regulatory requirements. The Optionor acknowledges that the Optionee intends to apply to have its shares listed and posted for trading on an Exchange and agrees to cooperate with the Optionee in such efforts and comply with all reasonable regulatory requirements of the Exchange to accomplish such listing, including the tendering of shares in the capital of the Optionee held by the Optionor into escrow should such a step be required by the Exchange or other applicable regulatory authority.
11.8
Notices. All payments and communications which may be or are required to be given by either party to the other shall (in the absence of any specific provision to the contrary) be in writing and delivered or sent by prepaid registered mail to the parties, at following respective addresses:
KGC:
Klondike Gold Corp.
▇▇▇ - ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇.▇.
▇▇▇ ▇▇▇
Attention:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President
KSMC:
Klondike Star Mineral Corporation
101 - ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attention:
▇▇▇▇▇▇ ▇▇▇▇▇, President
Optionee:
▇▇▇▇▇▇▇▇ Gold Inc.
▇▇▇ - ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇.▇.
▇▇▇ ▇▇▇
Attention:
▇▇▇▇▇ ▇▇▇▇▇▇▇, President
and if any payment or communication is sent by prepaid registered mail, it shall, subject to the following sentence, be conclusively deemed to have been received on the third business day following the mailing of it and, if delivered, it shall be conclusively deemed to have been received at the time of delivery. Notwithstanding the foregoing provisions with respect to mailing, in the event that it may be
21 | Page
reasonably anticipated that, due to any strike, lock-out or similar event involving an interruption in postal service, any payment or communication will not be received by the addressee by no later than the third business day following the mailing of it, then the mailing of any payment or communication as mentioned shall not be an effective means of sending it but rather any payment or communication must then be sent by an alternative means of transportation which it may reasonably be anticipated will cause the payment or communication to be received reasonably expeditiously by the addressee. Either party may from time to time change its address by notice to the other in accordance with this paragraph.
11.9
Benefit of successors. This Agreement shall enure to the benefit of and be binding on the parties and their respective heirs, executors, administrators, successors and permitted assigns.
11.10
Tender of Payment. In this Agreement, any payment or issuance of securities required herein to be made to the Optionor shall be made to the Optionor allocated as to Forty-five Percent (45%) to KGC and Fifty-five Percent (55%) to KSMC, and may be mailed or delivered to them at their addresses for notice purposes as provided herein by first class registered mail or courier delivery, or sent by bank wire transfer to the account each may specify from time to time to ▇▇▇▇▇▇▇▇, and upon proof of such mailing, delivery, or wire transfer, ▇▇▇▇▇▇▇▇ shall have no further liability for such payment or securities issuance to either KGC, KSMC or the Optionor to the extent of such payment or securities issuance.
IN WITNESS WHEREOF the corporate seals of Optionor and the Optionee have been hereunto affixed in the presence of their duly authorized officers in that behalf on the day and date first written.
KLONDIKE GOLD CORP. By its authorized signatory: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇
| KLONDIKE STAR MINERAL CORPORATION By its authorized signatory: /s/▇▇▇▇▇▇ ▇▇▇▇▇
|
▇▇▇▇▇▇▇▇ GOLD INC. By its authorized signatory: /s/▇▇▇▇▇ ▇▇▇▇▇▇▇
|
22 | Page
SCHEDULE "A"
To that Mineral Property Option and Royalty Agreement made June ___, 2011
Between Klondike Gold Corp., Klondike Star Mineral
Corporation and ▇▇▇▇▇▇▇▇ Gold Inc.
CLAIMS LIST
All claims are beneficially owned 55% KSMC 45% KGC
Grant Number | Claim Name | Claim Nbr | Claim Owner |
|
|
Y 65536 | ▇▇▇ | 1 | Arbor Resources Inc. - 100%. |
| |
Y 65537 | ▇▇▇ | 2 | Arbor Resources Inc. - 100%. |
| |
Y 65538 | ▇▇▇ | 3 | Arbor Resources Inc. - 100%. |
| |
Y 65539 | ▇▇▇ | 4 | Arbor Resources Inc. - 100%. |
| |
Y 99613 | ▇▇▇ | 5 | Arbor Resources Inc. - 100%. |
| |
Y 99614 | ▇▇▇ | 6 | Arbor Resources Inc. - 100%. |
| |
Y 99615 | ▇▇▇ | 7 | Arbor Resources Inc. - 100%. |
| |
Y 99616 | ▇▇▇ | 8 | Arbor Resources Inc. - 100%. |
| |
Y 99617 | ▇▇▇ | 9 | Arbor Resources Inc. - 100%. |
| |
Y 99618 | ▇▇▇ | 10 | Arbor Resources Inc. - 100%. |
| |
YA10300 | ▇▇▇ | 1 | Arbor Resources Inc. - 100%. |
| |
YA10301 | ▇▇▇ | 2 | Arbor Resources Inc. - 100%. |
| |
YA10302 | ▇▇▇ | 3 | Arbor Resources Inc. - 100%. |
| |
YA10303 | ▇▇▇ | 4 | Arbor Resources Inc. - 100%. |
| |
YA10304 | ▇▇▇ | 5 | Arbor Resources Inc. - 100%. |
| |
YA10305 | ▇▇▇ | 6 | Arbor Resources Inc. - 100%. |
| |
YA10306 | ▇▇▇ | 7 | Arbor Resources Inc. - 100%. |
| |
YA10307 | ▇▇▇ | 8 | Arbor Resources Inc. - 100%. |
| |
YA10308 | ▇▇▇ | 9 | Arbor Resources Inc. - 100%. |
| |
YA10309 | ▇▇▇ | 10 | Arbor Resources Inc. - 100%. |
| |
YA10310 | ▇▇▇ | 11 | Arbor Resources Inc. - 100%. |
| |
YA10311 | ▇▇▇ | 12 | Arbor Resources Inc. - 100%. |
| |
YA10312 | ▇▇▇ | 13 | Arbor Resources Inc. - 100%. |
| |
YA10313 | ▇▇▇ | 14 | Arbor Resources Inc. - 100%. |
| |
YA10314 | ▇▇▇ | 15 | Arbor Resources Inc. - 100%. |
| |
YA10315 | ▇▇▇ | 16 | Arbor Resources Inc. - 100%. |
| |
YA10316 | ▇▇▇ | 17 | Arbor Resources Inc. - 100%. |
| |
YA10317 | ▇▇▇ | 18 | Arbor Resources Inc. - 100%. |
| |
YA10318 | ▇▇▇ | 19 | Arbor Resources Inc. - 100%. |
| |
YA10319 | ▇▇▇ | 20 | Arbor Resources Inc. - 100%. |
| |
YA10320 | ▇▇▇ | 21 | Arbor Resources Inc. - 100%. |
| |
YA10321 | ▇▇▇ | 22 | Arbor Resources Inc. - 100%. |
| |
23 | Page
YA10322 | ▇▇▇ | 23 | Arbor Resources Inc. - 100%. |
| |
YA10323 | ▇▇▇ | 24 | Arbor Resources Inc. - 100%. |
| |
YA10324 | ▇▇▇ | 25 | Arbor Resources Inc. - 100%. |
| |
YA10325 | ▇▇▇ | 26 | Arbor Resources Inc. - 100%. |
| |
YA10326 | ▇▇▇ | 27 | Arbor Resources Inc. - 100%. |
| |
YA10327 | ▇▇▇ | 28 | Arbor Resources Inc. - 100%. |
| |
YA10328 | ▇▇▇ | 29 | Arbor Resources Inc. - 100%. |
| |
YA10329 | ▇▇▇ | 30 | Arbor Resources Inc. - 100%. |
| |
YA10330 | ▇▇▇ | 31 | Arbor Resources Inc. - 100%. |
| |
YA10331 | ▇▇▇ | 32 | Arbor Resources Inc. - 100%. |
| |
YA10332 | ▇▇▇ | 33 | Arbor Resources Inc. - 100%. |
| |
YA10333 | ▇▇▇ | 34 | Arbor Resources Inc. - 100%. |
| |
YA10334 | ▇▇▇ | 35 | Arbor Resources Inc. - 100%. |
| |
YA10335 | ▇▇▇ | 36 | Arbor Resources Inc. - 100%. |
| |
YA10336 | ▇▇▇ | 37 | Arbor Resources Inc. - 100%. |
| |
YA10337 | ▇▇▇ | 38 | Arbor Resources Inc. - 100%. |
| |
YA10338 | ▇▇▇ | 39 | Arbor Resources Inc. - 100%. |
| |
YA10339 | ▇▇▇ | 40 | Arbor Resources Inc. - 100%. |
| |
YA32783 | DN | 1 | Arbor Resources Inc. - 100%. |
| |
YA32784 | DN | 2 | Arbor Resources Inc. - 100%. |
| |
YA32828 | Oyro |
| Arbor Resources Inc. - 100%. |
| |
YA32946 | DN | 11 | Arbor Resources Inc. - 100%. |
| |
YA32947 | DN | 12 | Arbor Resources Inc. - 100%. |
| |
YA32948 | DN | 13 | Arbor Resources Inc. - 100%. |
| |
YA32949 | DN | 14 | Arbor Resources Inc. - 100%. |
| |
YA32950 | DN | 15 | Arbor Resources Inc. - 100%. |
| |
YA32951 | DN | 16 | Arbor Resources Inc. - 100%. |
| |
YA32952 | DN | 17 | Arbor Resources Inc. - 100%. |
| |
YA32953 | DN | 18 | Arbor Resources Inc. - 100%. |
| |
YA32954 | DN | 19 | Arbor Resources Inc. - 100%. |
| |
YA32955 | DN | 20 | Arbor Resources Inc. - 100%. |
| |
YA32956 | DN | 21 | Arbor Resources Inc. - 100%. |
| |
YA32957 | DN | 22 | Arbor Resources Inc. - 100%. |
| |
YA32958 | DN | 23 | Arbor Resources Inc. - 100%. |
| |
YA32959 | DN | 24 | Arbor Resources Inc. - 100%. |
| |
YA32960 | DN | 25 | Arbor Resources Inc. - 100%. |
| |
YA32961 | DN | 26 | Arbor Resources Inc. - 100%. |
| |
YA47082 | DN | 10 | Arbor Resources Inc. - 100%. |
| |
YA47083 | DN | 27 | Arbor Resources Inc. - 100%. |
| |
YA47084 | DN | 28 | Arbor Resources Inc. - 100%. |
| |
YA47085 | DN | 29 | Arbor Resources Inc. - 100%. |
| |
YA47086 | DN | 30 | Arbor Resources Inc. - 100%. |
| |
24 | Page
YA47087 | DN | 31 | Arbor Resources Inc. - 100%. |
| |
YA47088 | DN |
| Arbor Resources Inc. - 100%. |
| |
YA47089 | ND |
| Arbor Resources Inc. - 100%. |
| |
YA47090 | DN | 1 | Arbor Resources Inc. - 100%. |
| |
YA47091 | DN | 2 | Arbor Resources Inc. - 100%. |
| |
YA47604 | DN | 32 | Arbor Resources Inc. - 100%. |
| |
YA47605 | DN | 33 | Arbor Resources Inc. - 100%. |
| |
YA47890 | DN | 3 | Arbor Resources Inc. - 100%. |
| |
YA47891 | DN | 4 | Arbor Resources Inc. - 100%. |
| |
YA47892 | DN | 5 | Arbor Resources Inc. - 100%. |
| |
YA47893 | DN | 6 | Arbor Resources Inc. - 100%. |
| |
YA47894 | DN | 7 | Arbor Resources Inc. - 100%. |
| |
YA47895 | DN | 8 | Arbor Resources Inc. - 100%. |
| |
YA47896 | DN | 9 | Arbor Resources Inc. - 100%. |
| |
YA49724 | ND | 1 | Arbor Resources Inc. - 100%. |
| |
YA49725 | ND | 2 | Arbor Resources Inc. - 100%. |
| |
YA49726 | ND | 3 | Arbor Resources Inc. - 100%. |
| |
YA49727 | ND | 4 | Arbor Resources Inc. - 100%. |
| |
YA49728 | ND | 5 | Arbor Resources Inc. - 100%. |
| |
YA49729 | ND | 6 | Arbor Resources Inc. - 100%. |
| |
YA49730 | ND | 7 | Arbor Resources Inc. - 100%. |
| |
YA49731 | ND | 8 | Arbor Resources Inc. - 100%. |
| |
YA49732 | ND | 9 | Arbor Resources Inc. - 100%. |
| |
YA49733 | ND | 10 | Arbor Resources Inc. - 100%. |
| |
YA49734 | ND | 11 | Arbor Resources Inc. - 100%. |
| |
YA49735 | ND | 12 | Arbor Resources Inc. - 100%. |
| |
YA49736 | ND | 13 | Arbor Resources Inc. - 100%. |
| |
YA49737 | ND | 14 | Arbor Resources Inc. - 100%. |
| |
YA49738 | ND | 15 | Arbor Resources Inc. - 100%. |
| |
YA49739 | ND | 16 | Arbor Resources Inc. - 100%. |
| |
YA49740 | ND | 17 | Arbor Resources Inc. - 100%. |
| |
YA49741 | ND | 18 | Arbor Resources Inc. - 100%. |
| |
YA49742 | ND | 19 | Arbor Resources Inc. - 100%. |
| |
YA49743 | ND | 20 | Arbor Resources Inc. - 100%. |
| |
YA49744 | ND | 21 | Arbor Resources Inc. - 100%. |
| |
YA49745 | ND | 22 | Arbor Resources Inc. - 100%. |
| |
YA55250 | DE | 1 | Arbor Resources Inc. - 100%. |
| |
YA55251 | DE | 2 | Arbor Resources Inc. - 100%. |
| |
YA55252 | DE | 3 | Arbor Resources Inc. - 100%. |
| |
YA55253 | DE | 4 | Arbor Resources Inc. - 100%. |
| |
YA55254 | DE | 5 | Arbor Resources Inc. - 100%. |
| |
YA55255 | DE | 6 | Arbor Resources Inc. - 100%. |
| |
25 | Page
YA55256 | DE | 7 | Arbor Resources Inc. - 100%. |
| |
YA55257 | DE | 8 | Arbor Resources Inc. - 100%. |
| |
YA55258 | DE | 9 | Arbor Resources Inc. - 100%. |
| |
YA55259 | DE | 10 | Arbor Resources Inc. - 100%. |
| |
YA55260 | DE | 11 | Arbor Resources Inc. - 100%. |
| |
YA55261 | DE | 12 | Arbor Resources Inc. - 100%. |
| |
YA55262 | DE | 13 | Arbor Resources Inc. - 100%. |
| |
YA55263 | DE | 14 | Arbor Resources Inc. - 100%. |
| |
YA55285 | VI | 1 | Arbor Resources Inc. - 100%. |
| |
YA55286 | VI | 2 | Arbor Resources Inc. - 100%. |
| |
YA55287 | VI | 3 | Arbor Resources Inc. - 100%. |
| |
YA55288 | VI | 4 | Arbor Resources Inc. - 100%. |
| |
YA55295 | VI | 11 | Arbor Resources Inc. - 100%. |
| |
YB38769 | UELD | 2 | Arbor Resources Inc. - 100%. |
| |
YB38768 | UELD | 1 | Arbor Resources Inc. - 100%. |
| |
YB17193 | Rado | 187 | Arbor Resources Inc. - 100%. |
| |
YB17192 | Rado | 186 | Arbor Resources Inc. - 100%. |
| |
YB17190 | Rado | 183 | Arbor Resources Inc. - 100%. |
| |
YB17189 | Rado | 182 | Arbor Resources Inc. - 100%. |
| |
YB17188 | Rado | 181 | Arbor Resources Inc. - 100%. |
| |
YB17187 | Rado | 180 | Arbor Resources Inc. - 100%. |
| |
YB17186 | Rado | 179 | Arbor Resources Inc. - 100%. |
| |
YB17069 | Rado | 58 | Arbor Resources Inc. - 100%. |
| |
YB17068 | Rado | 57 | Arbor Resources Inc. - 100%. |
| |
YB17067 | Rado | 56 | Arbor Resources Inc. - 100%. |
| |
YB17066 | Rado | 55 | Arbor Resources Inc. - 100%. |
| |
YA55296 | VI | 12 | Arbor Resources Inc. - 100%. |
| |
YA64216 | RJ | 1 | Arbor Resources Inc. - 100%. |
| |
YA64217 | RJ | 2 | Arbor Resources Inc. - 100%. |
| |
YA64218 | RJ | 3 | Arbor Resources Inc. - 100%. |
| |
YA64219 | RJ | 4 | Arbor Resources Inc. - 100%. |
| |
YA64220 | RJ | 5 | Arbor Resources Inc. - 100%. |
| |
YA64221 | RJ | 6 | Arbor Resources Inc. - 100%. |
| |
YA64222 | RJ | 7 | Arbor Resources Inc. - 100%. |
| |
YA64223 | RJ | 8 | Arbor Resources Inc. - 100%. |
| |
YA64224 | RJ | 9 | Arbor Resources Inc. - 100%. |
| |
YA64225 | RJ | 10 | Arbor Resources Inc. - 100%. |
| |
YA64226 | RJ | 11 | Arbor Resources Inc. - 100%. |
| |
YA64227 | RJ | 12 | Arbor Resources Inc. - 100%. |
| |
YA64228 | RJ | 13 | Arbor Resources Inc. - 100%. |
| |
YA64229 | RJ | 14 | Arbor Resources Inc. - 100%. |
| |
YA64230 | RJ | 15 | Arbor Resources Inc. - 100%. |
| |
26 | Page
YA64231 | RJ | 16 | Arbor Resources Inc. - 100%. |
| |
YA64232 | RJ | 17 | Arbor Resources Inc. - 100%. |
| |
YA64233 | RJ | 18 | Arbor Resources Inc. - 100%. |
| |
YA64234 | RJ | 19 | Arbor Resources Inc. - 100%. |
| |
YA64235 | RJ | 20 | Arbor Resources Inc. - 100%. |
| |
YA64236 | RJ | 21 | Arbor Resources Inc. - 100%. |
| |
YA64237 | RJ | 22 | Arbor Resources Inc. - 100%. |
| |
YA64238 | RJ | 23 | Arbor Resources Inc. - 100%. |
| |
YA64239 | RJ | 24 | Arbor Resources Inc. - 100%. |
| |
YA64240 | RJ | 25 | Arbor Resources Inc. - 100%. |
| |
YA64241 | RJ | 26 | Arbor Resources Inc. - 100%. |
| |
YA64242 | RJ | 27 | Arbor Resources Inc. - 100%. |
| |
YA64243 | RJ | 28 | Arbor Resources Inc. - 100%. |
| |
YA64244 | RJ | 29 | Arbor Resources Inc. - 100%. |
| |
YA64245 | RJ | 30 | Arbor Resources Inc. - 100%. |
| |
YA64246 | RJ | 31 | Arbor Resources Inc. - 100%. |
| |
YA64247 | RJ | 32 | Arbor Resources Inc. - 100%. |
| |
YA64276 | AC | 7 | Arbor Resources Inc. - 100%. |
| |
YA64277 | AC | 8 | Arbor Resources Inc. - 100%. |
| |
YA64278 | AC | 9 | Arbor Resources Inc. - 100%. |
| |
YA64279 | AC | 10 | Arbor Resources Inc. - 100%. |
| |
YA64281 | AC | 11 | Arbor Resources Inc. - 100%. |
| |
YA64519 | CIM | 2 | Arbor Resources Inc. - 100%. |
| |
YA64520 | CIM | 1 | Arbor Resources Inc. - 100%. |
| |
YA64521 | CIM | 4 | Arbor Resources Inc. - 100%. |
| |
YA64522 | CIM | 3 | Arbor Resources Inc. - 100%. |
| |
YA65523 | VI | 16 | Arbor Resources Inc. - 100%. |
| |
YA65525 | VI | 18 | Arbor Resources Inc. - 100%. |
| |
YA65550 | VI | 43 | Arbor Resources Inc. - 100%. |
| |
YA65551 | VI | 44 | Arbor Resources Inc. - 100%. |
| |
YA65605 | RJ | 49 | Arbor Resources Inc. - 100%. |
| |
YA65606 | RJ | 50 | Arbor Resources Inc. - 100%. |
| |
YA65615 | RJ | 59 | Arbor Resources Inc. - 100%. |
| |
YA65616 | RJ | 60 | Arbor Resources Inc. - 100%. |
| |
YA65618 | RJ | 62 | Arbor Resources Inc. - 100%. |
| |
YA65629 | AC | 14 | Arbor Resources Inc. - 100%. |
| |
YA65631 | AC | 16 | Arbor Resources Inc. - 100%. |
| |
YA65632 | AC | 17 | Arbor Resources Inc. - 100%. |
| |
YA65633 | AC | 18 | Arbor Resources Inc. - 100%. |
| |
YA65634 | AC | 19 | Arbor Resources Inc. - 100%. |
| |
YA65635 | AC | 20 | Arbor Resources Inc. - 100%. |
| |
YA65636 | AC | 21 | Arbor Resources Inc. - 100%. |
| |
27 | Page
YA65637 | AC | 22 | Arbor Resources Inc. - 100%. |
| |
YA65638 | AC | 23 | Arbor Resources Inc. - 100%. |
| |
YA65640 | AC | 25 | Arbor Resources Inc. - 100%. |
| |
YA65641 | AC | 26 | Arbor Resources Inc. - 100%. |
| |
YA79245 | Syndicate | 48 | Arbor Resources Inc. - 100%. |
| |
YA79250 | Syndicate | 53 | Arbor Resources Inc. - 100%. |
| |
YA79251 | Syndicate | 54 | Arbor Resources Inc. - 100%. |
| |
YA79252 | Syndicate | 55 | Arbor Resources Inc. - 100%. |
| |
YA79253 | Syndicate | 56 | Arbor Resources Inc. - 100%. |
| |
YA79257 | Syndicate | 60 | Arbor Resources Inc. - 100%. |
| |
YA79258 | Syndicate | 61 | Arbor Resources Inc. - 100%. |
| |
YA79259 | Syndicate | 62 | Arbor Resources Inc. - 100%. |
| |
YA79260 | Syndicate | 63 | Arbor Resources Inc. - 100%. |
| |
YA79263 | Syndicate | 66 | Arbor Resources Inc. - 100%. |
| |
YA79264 | Syndicate | 67 | Arbor Resources Inc. - 100%. |
| |
YA79265 | Syndicate | 68 | Arbor Resources Inc. - 100%. |
| |
YA79266 | Syndicate | 69 | Arbor Resources Inc. - 100%. |
| |
YA79268 | Syndicate | 71 | Arbor Resources Inc. - 100%. |
| |
YA79269 | Syndicate | 72 | Arbor Resources Inc. - 100%. |
| |
YA79270 | Syndicate | 73 | Arbor Resources Inc. - 100%. |
| |
YA79271 | Syndicate | 74 | Arbor Resources Inc. - 100%. |
| |
YA79274 | Syndicate | 77 | Arbor Resources Inc. - 100%. |
| |
YA79275 | Syndicate | 78 | Arbor Resources Inc. - 100%. |
| |
YA79276 | Syndicate | 79 | Arbor Resources Inc. - 100%. |
| |
YA79277 | Syndicate | 80 | Arbor Resources Inc. - 100%. |
| |
YA79278 | Syndicate | 81 | Arbor Resources Inc. - 100%. |
| |
YA79279 | Syndicate | 82 | Arbor Resources Inc. - 100%. |
| |
YA79280 | Syndicate | 83 | Arbor Resources Inc. - 100%. |
| |
YA80506 | KH | 1 | Arbor Resources Inc. - 100%. |
| |
YA80507 | KH | 2 | Arbor Resources Inc. - 100%. |
| |
YA80508 | KH | 3 | Arbor Resources Inc. - 100%. |
| |
YA80509 | KH | 4 | Arbor Resources Inc. - 100%. |
| |
YA80510 | KH | 5 | Arbor Resources Inc. - 100%. |
| |
YA80511 | KH | 6 | Arbor Resources Inc. - 100%. |
| |
YA80512 | KH | 7 | Arbor Resources Inc. - 100%. |
| |
YA80513 | KH | 8 | Arbor Resources Inc. - 100%. |
| |
YA80514 | KH | 9 | Arbor Resources Inc. - 100%. |
| |
YA80515 | KH | 10 | Arbor Resources Inc. - 100%. |
| |
YA84204 | ▇▇▇ | 22 | Arbor Resources Inc. - 100%. |
| |
YA84206 | ▇▇▇ | 24 | Arbor Resources Inc. - 100%. |
| |
YA84208 | ▇▇▇ | 26 | Arbor Resources Inc. - 100%. |
| |
YA84210 | ▇▇▇ | 28 | Arbor Resources Inc. - 100%. |
| |
28 | Page
YA84212 | ▇▇▇ | 30 | Arbor Resources Inc. - 100%. |
| |
YA84213 | ▇▇▇ | 31 | Arbor Resources Inc. - 100%. |
| |
YA84218 | ▇▇▇ | 36 | Arbor Resources Inc. - 100%. |
| |
YA84219 | ▇▇▇ | 37 | Arbor Resources Inc. - 100%. |
| |
YA84220 | ▇▇▇ | 38 | Arbor Resources Inc. - 100%. |
| |
YA84221 | ▇▇▇ | 39 | Arbor Resources Inc. - 100%. |
| |
YA84222 | ▇▇▇ | 40 | Arbor Resources Inc. - 100%. |
| |
YA84223 | ▇▇▇ | 41 | Arbor Resources Inc. - 100%. |
| |
YA88228 | Nugget | 1 | Arbor Resources Inc. - 100%. |
| |
YA88229 | Nugget | 2 | Arbor Resources Inc. - 100%. |
| |
YA88230 | Nugget | 3 | Arbor Resources Inc. - 100%. |
| |
YA88231 | Nugget | 4 | Arbor Resources Inc. - 100%. |
| |
YA88232 | Nugget | 5 | Arbor Resources Inc. - 100%. |
| |
YA88233 | Nugget | 6 | Arbor Resources Inc. - 100%. |
| |
YA88234 | Nugget | 7 | Arbor Resources Inc. - 100%. |
| |
YA88235 | Nugget | 8 | Arbor Resources Inc. - 100%. |
| |
YA88236 | Nugget | 9 | Arbor Resources Inc. - 100%. |
| |
YA88237 | Nugget | 10 | Arbor Resources Inc. - 100%. |
| |
YC64000 | LLIB | 1 | Klondike Star Mineral Corporation - 100%. | ||
YC75501 | LLIB | 2 | Klondike Star Mineral Corporation - 100%. | ||
YC75502 | LLIB | 3 | Klondike Star Mineral Corporation - 100%. | ||
YC75503 | LLIB | 4 | Klondike Star Mineral Corporation - 100%. | ||
YC75504 | LLIB | 5 | Klondike Star Mineral Corporation - 100%. | ||
YC75505 | LLIB | 6 | Klondike Star Mineral Corporation - 100%. | ||
YC17895 | BAD | 1 | Klondike Gold Corp. - 100%. |
| |
YC17896 | BAD | 2 | Klondike Gold Corp. - 100%. |
| |
YC17897 | BAD | 3 | Klondike Gold Corp. - 100%. |
| |
YC17898 | BAD | 4 | Klondike Gold Corp. - 100%. |
| |
YC17899 | BAD | 5 | Klondike Gold Corp. - 100%. |
| |
YC17900 | BAD | 6 | Klondike Gold Corp. - 100%. |
| |
YC19901 | BAD | 9 | Klondike Gold Corp. - 100%. |
| |
YC19902 | BAD | 10 | Klondike Gold Corp. - 100%. |
| |
YC19903 | BAD | 11 | Klondike Gold Corp. - 100%. |
| |
YC19904 | BAD | 12 | Klondike Gold Corp. - 100%. |
| |
YC19905 | BAD | 14 | Klondike Gold Corp. - 100%. |
| |
YC19906 | BAD | 15 | Klondike Gold Corp. - 100%. |
| |
YC19907 | BAD | 16 | Klondike Gold Corp. - 100%. |
| |
YC19908 | BAD | 7 | Klondike Gold Corp. - 100%. |
| |
29 | Page
YC19909 | BAD | 8 | Klondike Gold Corp. - 100%. |
| |
YC27202 | Stam | 1 | Klondike Gold Corp. - 100%. |
| |
YC27203 | Stam | 2 | Klondike Gold Corp. - 100%. |
| |
YC27204 | Stam | 3 | Klondike Gold Corp. - 100%. |
| |
YC27205 | Stam | 4 | Klondike Gold Corp. - 100%. |
| |
YC27206 | Stam | 5 | Klondike Gold Corp. - 100%. |
| |
YC27207 | Stam | 6 | Klondike Gold Corp. - 100%. |
| |
YC27208 | Stam | 7 | Klondike Gold Corp. - 100%. |
| |
YC27209 | Stam | 8 | Klondike Gold Corp. - 100%. |
| |
YC27210 | Stam | 9 | Klondike Gold Corp. - 100%. |
| |
YC27211 | Stam | 10 | Klondike Gold Corp. - 100%. |
| |
YC27212 | Stam | 11 | Klondike Gold Corp. - 100%. |
| |
YC27213 | Stam | 12 | Klondike Gold Corp. - 100%. |
| |
YC27214 | Stam | 13 | Klondike Gold Corp. - 100%. |
| |
YC27215 | Stam | 14 | Klondike Gold Corp. - 100%. |
| |
YC27216 | Stam | 15 | Klondike Gold Corp. - 100%. |
| |
YC27217 | Stam | 16 | Klondike Gold Corp. - 100%. |
| |
YC27218 | Stam | 17 | Klondike Gold Corp. - 100%. |
| |
YC27219 | Stam | 18 | Klondike Gold Corp. - 100%. |
| |
YC27220 | Stam | 19 | Klondike Gold Corp. - 100%. |
| |
YC27221 | Stam | 20 | Klondike Gold Corp. - 100%. |
| |
YC27222 | Stam | 21 | Klondike Gold Corp. - 100%. |
| |
YC27223 | Stam | 22 | Klondike Gold Corp. - 100%. |
| |
YC27224 | Stam | 23 | Klondike Gold Corp. - 100%. |
| |
YC27225 | Stam | 24 | Klondike Gold Corp. - 100%. |
| |
YC27226 | Stam | 25 | Klondike Gold Corp. - 100%. |
| |
YC27227 | Stam | 26 | Klondike Gold Corp. - 100%. |
| |
YC27228 | Stam | 27 | Klondike Gold Corp. - 100%. |
| |
YC27229 | Stam | 28 | Klondike Gold Corp. - 100%. |
| |
YC27230 | Stam | 29 | Klondike Gold Corp. - 100%. |
| |
YC27231 | Stam | 30 | Klondike Gold Corp. - 100%. |
| |
YC27232 | Stam | 31 | Klondike Gold Corp. - 100%. |
| |
YC27233 | Stam | 32 | Klondike Gold Corp. - 100%. |
| |
YC27234 | Stam | 33 | Klondike Gold Corp. - 100%. |
| |
YC27235 | Stam | 34 | Klondike Gold Corp. - 100%. |
| |
YC27236 | Stam | 35 | Klondike Gold Corp. - 100%. |
| |
YC27237 | Stam | 36 | Klondike Gold Corp. - 100%. |
| |
YC27238 | Stam | 37 | Klondike Gold Corp. - 100%. |
| |
YC27239 | Stam | 38 | Klondike Gold Corp. - 100%. |
| |
YC27240 | Stam | 39 | Klondike Gold Corp. - 100%. |
| |
YC27241 | Stam | 40 | Klondike Gold Corp. - 100%. |
| |
YC27242 | Stam | 41 | Klondike Gold Corp. - 100%. |
| |
30 | Page
YC27243 | Stam | 42 | Klondike Gold Corp. - 100%. |
| |
YC27244 | Stam | 43 | Klondike Gold Corp. - 100%. |
| |
YC27245 | Stam | 44 | Klondike Gold Corp. - 100%. |
| |
YC27246 | Stam | 45 | Klondike Gold Corp. - 100%. |
| |
YC27247 | Stam | 46 | Klondike Gold Corp. - 100%. |
| |
YC27248 | Stam | 47 | Klondike Gold Corp. - 100%. |
| |
YC27249 | Stam | 48 | Klondike Gold Corp. - 100%. |
| |
YC27250 | Stam | 49 | Klondike Gold Corp. - 100%. |
| |
YC27251 | Stam | 50 | Klondike Gold Corp. - 100%. |
| |
YC27252 | Stam | 51 | Klondike Gold Corp. - 100%. |
| |
YC27253 | Stam | 53 | Klondike Gold Corp. - 100%. |
| |
YC28449 | Nug | 1 | Klondike Gold Corp. - 100%. |
| |
YC28450 | Nug | 2 | Klondike Gold Corp. - 100%. |
| |
YC28451 | Nug | 3 | Klondike Gold Corp. - 100%. |
| |
YC28452 | Nug | 4 | Klondike Gold Corp. - 100%. |
| |
YC28453 | Nug | 5 | Klondike Gold Corp. - 100%. |
| |
YC28454 | Nug | 6 | Klondike Gold Corp. - 100%. |
| |
YC28455 | Nug | 7 | Klondike Gold Corp. - 100%. |
| |
YC28456 | Nug | 8 | Klondike Gold Corp. - 100%. |
| |
YC28457 | Nug | 9 | Klondike Gold Corp. - 100%. |
| |
YC28459 | Chi | 1 | Klondike Gold Corp. - 100%. |
| |
YC28460 | Chi | 2 | Klondike Gold Corp. - 100%. |
| |
YC28461 | Chi | 3 | Klondike Gold Corp. - 100%. |
| |
YC28462 | Chi | 4 | Klondike Gold Corp. - 100%. |
| |
YC28463 | Chi | 5 | Klondike Gold Corp. - 100%. |
| |
YC28464 | Chi | 6 | Klondike Gold Corp. - 100%. |
| |
YC28465 | Chi | 7 | Klondike Gold Corp. - 100%. |
| |
YC28466 | Chi | 8 | Klondike Gold Corp. - 100%. |
| |
YC28467 | Chi | 9 | Klondike Gold Corp. - 100%. |
| |
YC28468 | Chi | 10 | Klondike Gold Corp. - 100%. |
| |
YC28469 | Chi | 11 | Klondike Gold Corp. - 100%. |
| |
YC28470 | Chi | 12 | Klondike Gold Corp. - 100%. |
| |
YC28471 | Chi | 13 | Klondike Gold Corp. - 100%. |
| |
YC28472 | Chi | 14 | Klondike Gold Corp. - 100%. |
| |
YC28473 | Red | 1 | Klondike Gold Corp. - 100%. |
| |
YC28474 | Red | 2 | Klondike Gold Corp. - 100%. |
| |
YC28475 | Red | 3 | Klondike Gold Corp. - 100%. |
| |
YC28476 | Red | 4 | Klondike Gold Corp. - 100%. |
| |
YC28477 | Red | 5 | Klondike Gold Corp. - 100%. |
| |
YC28478 | Red | 6 | Klondike Gold Corp. - 100%. |
| |
YC28479 | Red | 7 | Klondike Gold Corp. - 100%. |
| |
YC28480 | Red | 8 | Klondike Gold Corp. - 100%. |
| |
31 | Page
YC28481 | Red | 9 | Klondike Gold Corp. - 100%. |
| |
YC28482 | Red | 10 | Klondike Gold Corp. - 100%. |
| |
YC28483 | Red | 11 | Klondike Gold Corp. - 100%. |
| |
YC28484 | Red | 12 | Klondike Gold Corp. - 100%. |
| |
YC28485 | Red | 13 | Klondike Gold Corp. - 100%. |
| |
YC28486 | Red | 14 | Klondike Gold Corp. - 100%. |
| |
YC28487 | Red | 15 | Klondike Gold Corp. - 100%. |
| |
YC28488 | Red | 16 | Klondike Gold Corp. - 100%. |
| |
YC28489 | Red | 17 | Klondike Gold Corp. - 100%. |
| |
YC28490 | Red | 18 | Klondike Gold Corp. - 100%. |
| |
YC28491 | Red | 19 | Klondike Gold Corp. - 100%. |
| |
YC28492 | Red | 20 | Klondike Gold Corp. - 100%. |
| |
YC28539 | LB | 1 | Klondike Gold Corp. - 100%. |
| |
YC28540 | LB | 2 | Klondike Gold Corp. - 100%. |
| |
YC28541 | LB | 3 | Klondike Gold Corp. - 100%. |
| |
YC28542 | LB | 4 | Klondike Gold Corp. - 100%. |
| |
YC28543 | LB | 5 | Klondike Gold Corp. - 100%. |
| |
YC28544 | LB | 6 | Klondike Gold Corp. - 100%. |
| |
YC28545 | LB | 7 | Klondike Gold Corp. - 100%. |
| |
YC28546 | LB | 8 | Klondike Gold Corp. - 100%. |
| |
YC28547 | LB | 9 | Klondike Gold Corp. - 100%. |
| |
YC28548 | LB | 10 | Klondike Gold Corp. - 100%. |
| |
YC28549 | LB | 11 | Klondike Gold Corp. - 100%. |
| |
YC28550 | LB | 12 | Klondike Gold Corp. - 100%. |
| |
YC28551 | LB | 13 | Klondike Gold Corp. - 100%. |
| |
YC28552 | LB | 14 | Klondike Gold Corp. - 100%. |
| |
YC28553 | LB | 15 | Klondike Gold Corp. - 100%. |
| |
YC28554 | LB | 16 | Klondike Gold Corp. - 100%. |
| |
YC28555 | LB | 17 | Klondike Gold Corp. - 100%. |
| |
YC28556 | LB | 18 | Klondike Gold Corp. - 100%. |
| |
YC28557 | LB | 19 | Klondike Gold Corp. - 100%. |
| |
YC28558 | LB | 20 | Klondike Gold Corp. - 100%. |
| |
YC28559 | LB | 21 | Klondike Gold Corp. - 100%. |
| |
YC28560 | LB | 22 | Klondike Gold Corp. - 100%. |
| |
YC28561 | LB | 23 | Klondike Gold Corp. - 100%. |
| |
YC28562 | LB | 24 | Klondike Gold Corp. - 100%. |
| |
YC28563 | LB | 25 | Klondike Gold Corp. - 100%. |
| |
YC28564 | LB | 26 | Klondike Gold Corp. - 100%. |
| |
YC28565 | LB | 27 | Klondike Gold Corp. - 100%. |
| |
YC28566 | LB | 28 | Klondike Gold Corp. - 100%. |
| |
YC28567 | LB | 29 | Klondike Gold Corp. - 100%. |
| |
YC28568 | LB | 30 | Klondike Gold Corp. - 100%. |
| |
32 | Page
YC28569 | LB | 31 | Klondike Gold Corp. - 100%. |
| |
YC28570 | LB | 32 | Klondike Gold Corp. - 100%. |
| |
YC28571 | LB | 33 | Klondike Gold Corp. - 100%. |
| |
YC28572 | LB | 34 | Klondike Gold Corp. - 100%. |
| |
YC28573 | LB | 35 | Klondike Gold Corp. - 100%. |
| |
YC28574 | LB | 36 | Klondike Gold Corp. - 100%. |
| |
YC28575 | LB | 37 | Klondike Gold Corp. - 100%. |
| |
YC28576 | LB | 38 | Klondike Gold Corp. - 100%. |
| |
YC28577 | LB | 39 | Klondike Gold Corp. - 100%. |
| |
YC28578 | LB | 40 | Klondike Gold Corp. - 100%. |
| |
YC28579 | LB | 41 | Klondike Gold Corp. - 100%. |
| |
YC28580 | LB | 42 | Klondike Gold Corp. - 100%. |
| |
YC28581 | LB | 43 | Klondike Gold Corp. - 100%. |
| |
YC28582 | LB | 44 | Klondike Gold Corp. - 100%. |
| |
YC28583 | LB | 45 | Klondike Gold Corp. - 100%. |
| |
YC28584 | LB | 46 | Klondike Gold Corp. - 100%. |
| |
YC28585 | LB | 47 | Klondike Gold Corp. - 100%. |
| |
YC28586 | LB | 48 | Klondike Gold Corp. - 100%. |
| |
YC28587 | LB | 49 | Klondike Gold Corp. - 100%. |
| |
YC28588 | LB | 50 | Klondike Gold Corp. - 100%. |
| |
YC28589 | LB | 51 | Klondike Gold Corp. - 100%. |
| |
YC28590 | LB | 52 | Klondike Gold Corp. - 100%. |
| |
YC28591 | LB | 53 | Klondike Gold Corp. - 100%. |
| |
YC28592 | LB | 54 | Klondike Gold Corp. - 100%. |
| |
YC28593 | LB | 55 | Klondike Gold Corp. - 100%. |
| |
YC28594 | LB | 56 | Klondike Gold Corp. - 100%. |
| |
YC28595 | LB | 57 | Klondike Gold Corp. - 100%. |
| |
YC28596 | LB | 58 | Klondike Gold Corp. - 100%. |
| |
YC28597 | LB | 59 | Klondike Gold Corp. - 100%. |
| |
YC28598 | LB | 60 | Klondike Gold Corp. - 100%. |
| |
YC28599 | LB | 61 | Klondike Gold Corp. - 100%. |
| |
YC28600 | LB | 62 | Klondike Gold Corp. - 100%. |
| |
YC28601 | LB | 63 | Klondike Gold Corp. - 100%. |
| |
YC28602 | LB | 64 | Klondike Gold Corp. - 100%. |
| |
YC28603 | LB | 65 | Klondike Gold Corp. - 100%. |
| |
YC28604 | LB | 66 | Klondike Gold Corp. - 100%. |
| |
YC28605 | LB | 67 | Klondike Gold Corp. - 100%. |
| |
YC28606 | LB | 68 | Klondike Gold Corp. - 100%. |
| |
YC28607 | LB | 69 | Klondike Gold Corp. - 100%. |
| |
YC28608 | LB | 70 | Klondike Gold Corp. - 100%. |
| |
YC28609 | LB | 71 | Klondike Gold Corp. - 100%. |
| |
YC28610 | LB | 72 | Klondike Gold Corp. - 100%. |
| |
YC28611 | LB | 73 | Klondike Gold Corp. - 100%. |
| |
YC28612 | LB | 74 | Klondike Gold Corp. - 100%. |
| |
YC28613 | LB | 75 | Klondike Gold Corp. - 100%. |
| |
YC28614 | LB | 76 | Klondike Gold Corp. - 100%. |
| |
YC28615 | LB | 77 | Klondike Gold Corp. - 100%. |
| |
YC28616 | LB | 78 | Klondike Gold Corp. - 100%. |
| |
YC28617 | LB | 79 | Klondike Gold Corp. - 100%. |
| |
YC28618 | LB | 80 | Klondike Gold Corp. - 100%. |
| |
YC28619 | LB | 81 | Klondike Gold Corp. - 100%. |
| |
YC28620 | LB | 82 | Klondike Gold Corp. - 100%. |
| |
YC28621 | LB | 83 | Klondike Gold Corp. - 100%. |
| |
YC28622 | LB | 84 | Klondike Gold Corp. - 100%. |
| |
YC28623 | LB | 85 | Klondike Gold Corp. - 100%. |
| |
YC28624 | LB | 86 | Klondike Gold Corp. - 100%. |
| |
YC28625 | LB | 87 | Klondike Gold Corp. - 100%. |
| |
YC28626 | LB | 88 | Klondike Gold Corp. - 100%. |
| |
YC28627 | LB | 89 | Klondike Gold Corp. - 100%. |
| |
YC28628 | LB | 90 | Klondike Gold Corp. - 100%. |
| |
YC28629 | LB | 91 | Klondike Gold Corp. - 100%. |
| |
YC28630 | LB | 92 | Klondike Gold Corp. - 100%. |
| |
YC28631 | LB | 93 | Klondike Gold Corp. - 100%. |
| |
YC28632 | LB | 94 | Klondike Gold Corp. - 100%. |
| |
YC28633 | LB | 95 | Klondike Gold Corp. - 100%. |
| |
YC28634 | LB | 96 | Klondike Gold Corp. - 100%. |
| |
YC28635 | LB | 97 | Klondike Gold Corp. - 100%. |
| |
YC28636 | LB | 98 | Klondike Gold Corp. - 100%. |
| |
YC28637 | LB | 99 | Klondike Gold Corp. - 100%. |
| |
YC28638 | LB | 100 | Klondike Gold Corp. - 100%. |
| |
YC28639 | LB | 101 | Klondike Gold Corp. - 100%. |
| |
YC28640 | LB | 102 | Klondike Gold Corp. - 100%. |
| |
YC28641 | LB | 103 | Klondike Gold Corp. - 100%. |
| |
YC28642 | LB | 104 | Klondike Gold Corp. - 100%. |
| |
YC28643 | LB | 105 | Klondike Gold Corp. - 100%. |
| |
YC28644 | LB | 106 | Klondike Gold Corp. - 100%. |
| |
YC28645 | LB | 107 | Klondike Gold Corp. - 100%. |
| |
YC28646 | LB | 108 | Klondike Gold Corp. - 100%. |
| |
YC28647 | LB | 109 | Klondike Gold Corp. - 100%. |
| |
YC28648 | LB | 110 | Klondike Gold Corp. - 100%. |
| |
YC28649 | LB | 111 | Klondike Gold Corp. - 100%. |
| |
YC28650 | LB | 112 | Klondike Gold Corp. - 100%. |
| |
YC28651 | LB | 113 | Klondike Gold Corp. - 100%. |
| |
YC28652 | LB | 114 | Klondike Gold Corp. - 100%. |
| |
YC28653 | LB | 115 | Klondike Gold Corp. - 100%. |
| |
YC28654 | LB | 116 | Klondike Gold Corp. - 100%. |
| |
YC28655 | LB | 117 | Klondike Gold Corp. - 100%. |
| |
YC28656 | LB | 118 | Klondike Gold Corp. - 100%. |
| |
YC28657 | LB | 119 | Klondike Gold Corp. - 100%. |
| |
YC28658 | LB | 120 | Klondike Gold Corp. - 100%. |
| |
YC28659 | LB | 121 | Klondike Gold Corp. - 100%. |
| |
YC28660 | LB | 122 | Klondike Gold Corp. - 100%. |
| |
YC28661 | LB | 123 | Klondike Gold Corp. - 100%. |
| |
YC28662 | LB | 124 | Klondike Gold Corp. - 100%. |
| |
YC28663 | LB | 125 | Klondike Gold Corp. - 100%. |
| |
YC28664 | LB | 126 | Klondike Gold Corp. - 100%. |
| |
YC28665 | LB | 127 | Klondike Gold Corp. - 100%. |
| |
YC28666 | LB | 128 | Klondike Gold Corp. - 100%. |
| |
YC28667 | LB | 129 | Klondike Gold Corp. - 100%. |
| |
YC28668 | LB | 130 | Klondike Gold Corp. - 100%. |
| |
YC28669 | LB | 131 | Klondike Gold Corp. - 100%. |
| |
YC28670 | LB | 132 | Klondike Gold Corp. - 100%. |
| |
YC30697 | Win | 1 | Klondike Gold Corp. - 100%. |
| |
YC30698 | Win | 2 | Klondike Gold Corp. - 100%. |
| |
YC30699 | Win | 3 | Klondike Gold Corp. - 100%. |
| |
YC30700 | Win | 4 | Klondike Gold Corp. - 100%. |
| |
YC30701 | Win | 5 | Klondike Gold Corp. - 100%. |
| |
YC30702 | Win | 6 | Klondike Gold Corp. - 100%. |
| |
YC30703 | Win | 7 | Klondike Gold Corp. - 100%. |
| |
YC30704 | Win | 8 | Klondike Gold Corp. - 100%. |
| |
YC30705 | Win | 9 | Klondike Gold Corp. - 100%. |
| |
YC30706 | Win | 10 | Klondike Gold Corp. - 100%. |
| |
YC30707 | Win | 11 | Klondike Gold Corp. - 100%. |
| |
YC30708 | Win | 12 | Klondike Gold Corp. - 100%. |
| |
YC30709 | Win | 13 | Klondike Gold Corp. - 100%. |
| |
YC30710 | Win | 14 | Klondike Gold Corp. - 100%. |
| |
YC30711 | Win | 15 | Klondike Gold Corp. - 100%. |
| |
YC30712 | Win | 16 | Klondike Gold Corp. - 100%. |
| |
YC30713 | Win | 17 | Klondike Gold Corp. - 100%. |
| |
YC30714 | Win | 18 | Klondike Gold Corp. - 100%. |
| |
YC30715 | Win | 19 | Klondike Gold Corp. - 100%. |
| |
YC30716 | Win | 20 | Klondike Gold Corp. - 100%. |
| |
YC30717 | Win | 21 | Klondike Gold Corp. - 100%. |
| |
YC30718 | Win | 22 | Klondike Gold Corp. - 100%. |
| |
YC30719 | Win | 23 | Klondike Gold Corp. - 100%. |
| |
YC30720 | Win | 24 | Klondike Gold Corp. - 100%. |
| |
YC30721 | Win | 25 | Klondike Gold Corp. - 100%. |
| |
YC30722 | Win | 26 | Klondike Gold Corp. - 100%. |
| |
YC30723 | Win | 27 | Klondike Gold Corp. - 100%. |
| |
YC30724 | Win | 28 | Klondike Gold Corp. - 100%. |
| |
YC30725 | Win | 29 | Klondike Gold Corp. - 100%. |
| |
YC30726 | Win | 30 | Klondike Gold Corp. - 100%. |
| |
YC30727 | Win | 31 | Klondike Gold Corp. - 100%. |
| |
YC30728 | Win | 32 | Klondike Gold Corp. - 100%. |
| |
YC30729 | Win | 33 | Klondike Gold Corp. - 100%. |
| |
YC30730 | Win | 34 | Klondike Gold Corp. - 100%. |
| |
YC30731 | Win | 35 | Klondike Gold Corp. - 100%. |
| |
YC30732 | Win | 36 | Klondike Gold Corp. - 100%. |
| |
YC30733 | Win | 37 | Klondike Gold Corp. - 100%. |
| |
YC30734 | Win | 38 | Klondike Gold Corp. - 100%. |
| |
YC30735 | Win | 39 | Klondike Gold Corp. - 100%. |
| |
YC30736 | Win | 40 | Klondike Gold Corp. - 100%. |
| |
YC30737 | Win | 41 | Klondike Gold Corp. - 100%. |
| |
YC30738 | Win | 42 | Klondike Gold Corp. - 100%. |
| |
YC30739 | Win | 43 | Klondike Gold Corp. - 100%. |
| |
YC30740 | Win | 44 | Klondike Gold Corp. - 100%. |
| |
YC30741 | Win | 45 | Klondike Gold Corp. - 100%. |
| |
YC30742 | Win | 46 | Klondike Gold Corp. - 100%. |
| |
YC30743 | Win | 47 | Klondike Gold Corp. - 100%. |
| |
YC30744 | Win | 48 | Klondike Gold Corp. - 100%. |
| |
YC30745 | Win | 49 | Klondike Gold Corp. - 100%. |
| |
YC30746 | Win | 50 | Klondike Gold Corp. - 100%. |
| |
YC30747 | Win | 51 | Klondike Gold Corp. - 100%. |
| |
YC30748 | Win | 52 | Klondike Gold Corp. - 100%. |
| |
YC30749 | Win | 53 | Klondike Gold Corp. - 100%. |
| |
YC30750 | Win | 54 | Klondike Gold Corp. - 100%. |
| |
YC30751 | Win | 55 | Klondike Gold Corp. - 100%. |
| |
YC30752 | Win | 56 | Klondike Gold Corp. - 100%. |
| |
YC30753 | Win | 57 | Klondike Gold Corp. - 100%. |
| |
YC30754 | Win | 58 | Klondike Gold Corp. - 100%. |
| |
YC30755 | Win | 59 | Klondike Gold Corp. - 100%. |
| |
YC30756 | Win | 60 | Klondike Gold Corp. - 100%. |
| |
YC30757 | Win | 61 | Klondike Gold Corp. - 100%. |
| |
YC30758 | Win | 62 | Klondike Gold Corp. - 100%. |
| |
YC30759 | Win | 63 | Klondike Gold Corp. - 100%. |
| |
YC30760 | Win | 64 | Klondike Gold Corp. - 100%. |
| |
YC30761 | Win | 65 | Klondike Gold Corp. - 100%. |
| |
YC30762 | Win | 66 | Klondike Gold Corp. - 100%. |
| |
YC30763 | Win | 67 | Klondike Gold Corp. - 100%. |
| |
YC30764 | Win | 68 | Klondike Gold Corp. - 100%. |
| |
YC30765 | Win | 69 | Klondike Gold Corp. - 100%. |
| |
YC30766 | Win | 70 | Klondike Gold Corp. - 100%. |
| |
YC30767 | Win | 71 | Klondike Gold Corp. - 100%. |
| |
YC30768 | Win | 72 | Klondike Gold Corp. - 100%. |
| |
YC30769 | Win | 73 | Klondike Gold Corp. - 100%. |
| |
YC30770 | Win | 74 | Klondike Gold Corp. - 100%. |
| |
YC30771 | Win | 75 | Klondike Gold Corp. - 100%. |
| |
YC30772 | Win | 76 | Klondike Gold Corp. - 100%. |
| |
YC30773 | Win | 77 | Klondike Gold Corp. - 100%. |
| |
YC30774 | Win | 78 | Klondike Gold Corp. - 100%. |
| |
YC30775 | Win | 79 | Klondike Gold Corp. - 100%. |
| |
YC30776 | Win | 80 | Klondike Gold Corp. - 100%. |
| |
YC30777 | Win | 81 | Klondike Gold Corp. - 100%. |
| |
YC30778 | Win | 82 | Klondike Gold Corp. - 100%. |
| |
YC30779 | Win | 83 | Klondike Gold Corp. - 100%. |
| |
YC30780 | Win | 84 | Klondike Gold Corp. - 100%. |
| |
YC30781 | Win | 85 | Klondike Gold Corp. - 100%. |
| |
YC30782 | Win | 86 | Klondike Gold Corp. - 100%. |
| |
YC30783 | Win | 87 | Klondike Gold Corp. - 100%. |
| |
YC30784 | Win | 88 | Klondike Gold Corp. - 100%. |
| |
YC30785 | Win | 89 | Klondike Gold Corp. - 100%. |
| |
YC30786 | Win | 90 | Klondike Gold Corp. - 100%. |
| |
YC30787 | Win | 91 | Klondike Gold Corp. - 100%. |
| |
YC30788 | Win | 92 | Klondike Gold Corp. - 100%. |
| |
YC30789 | Win | 93 | Klondike Gold Corp. - 100%. |
| |
YC30790 | Win | 94 | Klondike Gold Corp. - 100%. |
| |
YC30791 | Win | 95 | Klondike Gold Corp. - 100%. |
| |
YC30792 | Win | 96 | Klondike Gold Corp. - 100%. |
| |
YC30793 | Win | 97 | Klondike Gold Corp. - 100%. |
| |
YC30794 | Win | 98 | Klondike Gold Corp. - 100%. |
| |
YC30795 | Win | 99 | Klondike Gold Corp. - 100%. |
| |
YC30796 | Win | 100 | Klondike Gold Corp. - 100%. |
| |
YC30797 | Win | 101 | Klondike Gold Corp. - 100%. |
| |
YC30798 | Win | 102 | Klondike Gold Corp. - 100%. |
| |
YC30799 | Win | 103 | Klondike Gold Corp. - 100%. |
| |
YC30800 | Win | 104 | Klondike Gold Corp. - 100%. |
| |
YC30801 | Win | 105 | Klondike Gold Corp. - 100%. |
| |
YC30802 | Win | 106 | Klondike Gold Corp. - 100%. |
| |
YC30803 | Win | 107 | Klondike Gold Corp. - 100%. |
| |
YC30804 | Win | 108 | Klondike Gold Corp. - 100%. |
| |
YC30805 | Win | 109 | Klondike Gold Corp. - 100%. |
| |
YC30806 | Win | 110 | Klondike Gold Corp. - 100%. |
| |
YC30807 | Win | 111 | Klondike Gold Corp. - 100%. |
| |
YC30808 | Win | 112 | Klondike Gold Corp. - 100%. |
| |
YC30809 | Win | 113 | Klondike Gold Corp. - 100%. |
| |
YC30810 | Win | 114 | Klondike Gold Corp. - 100%. |
| |
YC30811 | Win | 115 | Klondike Gold Corp. - 100%. |
| |
YC30812 | Win | 116 | Klondike Gold Corp. - 100%. |
| |
YC30813 | Win | 117 | Klondike Gold Corp. - 100%. |
| |
YC30814 | Win | 118 | Klondike Gold Corp. - 100%. |
| |
YC30815 | Win | 119 | Klondike Gold Corp. - 100%. |
| |
YC30816 | Win | 120 | Klondike Gold Corp. - 100%. |
| |
YC30817 | Win | 121 | Klondike Gold Corp. - 100%. |
| |
YC30818 | Win | 122 | Klondike Gold Corp. - 100%. |
| |
YC30819 | Win | 123 | Klondike Gold Corp. - 100%. |
| |
YC30820 | Win | 124 | Klondike Gold Corp. - 100%. |
| |
YC30821 | Win | 125 | Klondike Gold Corp. - 100%. |
| |
YC30822 | Win | 126 | Klondike Gold Corp. - 100%. |
| |
YC30823 | Win | 127 | Klondike Gold Corp. - 100%. |
| |
YC30824 | Win | 128 | Klondike Gold Corp. - 100%. |
| |
YC30825 | Win | 129 | Klondike Gold Corp. - 100%. |
| |
YC30826 | Win | 130 | Klondike Gold Corp. - 100%. |
| |
YC30827 | Win | 131 | Klondike Gold Corp. - 100%. |
| |
YC30828 | Win | 132 | Klondike Gold Corp. - 100%. |
| |
YC30829 | Win | 133 | Klondike Gold Corp. - 100%. |
| |
YC30830 | Win | 134 | Klondike Gold Corp. - 100%. |
| |
YC30831 | Win | 135 | Klondike Gold Corp. - 100%. |
| |
YC30832 | Win | 136 | Klondike Gold Corp. - 100%. |
| |
YC30833 | Win | 137 | Klondike Gold Corp. - 100%. |
| |
YC30834 | Win | 138 | Klondike Gold Corp. - 100%. |
| |
YC30835 | Win | 139 | Klondike Gold Corp. - 100%. |
| |
YC30836 | Win | 140 | Klondike Gold Corp. - 100%. |
| |
YC30837 | Win | 141 | Klondike Gold Corp. - 100%. |
| |
YC30838 | Win | 142 | Klondike Gold Corp. - 100%. |
| |
YC30839 | Win | 143 | Klondike Gold Corp. - 100%. |
| |
YC30840 | Win | 144 | Klondike Gold Corp. - 100%. |
| |
YC30841 | Win | 145 | Klondike Gold Corp. - 100%. |
| |
YC30842 | Win | 146 | Klondike Gold Corp. - 100%. |
| |
YC30843 | Win | 147 | Klondike Gold Corp. - 100%. |
| |
YC30844 | Win | 148 | Klondike Gold Corp. - 100%. |
| |
YC30845 | Win | 149 | Klondike Gold Corp. - 100%. |
| |
YC30846 | Win | 150 | Klondike Gold Corp. - 100%. |
| |
YC30847 | Win | 151 | Klondike Gold Corp. - 100%. |
| |
YC30848 | Win | 152 | Klondike Gold Corp. - 100%. |
| |
YC30849 | Win | 153 | Klondike Gold Corp. - 100%. |
| |
YC30850 | Win | 154 | Klondike Gold Corp. - 100%. |
| |
YC30851 | Win | 155 | Klondike Gold Corp. - 100%. |
| |
YC30852 | Win | 156 | Klondike Gold Corp. - 100%. |
| |
YC32830 | Cul | 1 | Klondike Gold Corp. - 100%. |
| |
YC32831 | Cul | 2 | Klondike Gold Corp. - 100%. |
| |
YC32832 | Cul | 3 | Klondike Gold Corp. - 100%. |
| |
YC32833 | Cul | 4 | Klondike Gold Corp. - 100%. |
| |
YC32834 | Cul | 5 | Klondike Gold Corp. - 100%. |
| |
YC32835 | Cul | 6 | Klondike Gold Corp. - 100%. |
| |
YC32836 | Cul | 7 | Klondike Gold Corp. - 100%. |
| |
YC32837 | Cul | 8 | Klondike Gold Corp. - 100%. |
| |
YC32838 | Cul | 9 | Klondike Gold Corp. - 100%. |
| |
YC32839 | Cul | 10 | Klondike Gold Corp. - 100%. |
| |
YC32840 | Cul | 11 | Klondike Gold Corp. - 100%. |
| |
YC32841 | Cul | 12 | Klondike Gold Corp. - 100%. |
| |
YC32842 | Cul | 13 | Klondike Gold Corp. - 100%. |
| |
YC32843 | Cul | 14 | Klondike Gold Corp. - 100%. |
| |
YC32844 | Cul | 19 | Klondike Gold Corp. - 100%. |
| |
YC32845 | Cul | 20 | Klondike Gold Corp. - 100%. |
| |
YC32846 | Cul | 21 | Klondike Gold Corp. - 100%. |
| |
YC32847 | Cul | 22 | Klondike Gold Corp. - 100%. |
| |
YC32848 | Cul | 23 | Klondike Gold Corp. - 100%. |
| |
YC32849 | Cul | 24 | Klondike Gold Corp. - 100%. |
| |
YC32850 | Cul | 25 | Klondike Gold Corp. - 100%. |
| |
YC32851 | Cul | 26 | Klondike Gold Corp. - 100%. |
| |
YC32852 | Cul | 27 | Klondike Gold Corp. - 100%. |
| |
YC32853 | Cul | 28 | Klondike Gold Corp. - 100%. |
| |
YC32864 | Cal | 1 | Klondike Gold Corp. - 100%. |
| |
YC32865 | Cal | 2 | Klondike Gold Corp. - 100%. |
| |
YC32866 | Cal | 3 | Klondike Gold Corp. - 100%. |
| |
YC32867 | Cal | 4 | Klondike Gold Corp. - 100%. |
| |
YC32868 | Cal | 5 | Klondike Gold Corp. - 100%. |
| |
YC32869 | Cal | 7 | Klondike Gold Corp. - 100%. |
| |
YC32870 | Cal | 8 | Klondike Gold Corp. - 100%. |
| |
YC32871 | Cal | 9 | Klondike Gold Corp. - 100%. |
| |
YC32872 | Cal | 10 | Klondike Gold Corp. - 100%. |
| |
YC32873 | Cal | 11 | Klondike Gold Corp. - 100%. |
| |
YC32874 | Cal | 12 | Klondike Gold Corp. - 100%. |
| |
YC32875 | Cal | 13 | Klondike Gold Corp. - 100%. |
| |
YC32876 | Cal | 14 | Klondike Gold Corp. - 100%. |
| |
YC32877 | Cal | 19 | Klondike Gold Corp. - 100%. |
| |
YC32878 | Cal | 20 | Klondike Gold Corp. - 100%. |
| |
YC32879 | Cal | 21 | Klondike Gold Corp. - 100%. |
| |
YC32880 | Cal | 22 | Klondike Gold Corp. - 100%. |
| |
YC32881 | Cal | 23 | Klondike Gold Corp. - 100%. |
| |
YC32882 | Cal | 24 | Klondike Gold Corp. - 100%. |
| |
YC32883 | Cal | 25 | Klondike Gold Corp. - 100%. |
| |
YC32884 | Cal | 26 | Klondike Gold Corp. - 100%. |
| |
YC33726 | On | 1 | Klondike Gold Corp. - 100%. |
| |
YC33727 | On | 2 | Klondike Gold Corp. - 100%. |
| |
33 | Page
CROWN GRANTED MINERAL CLAIMS
|
|
|
|
|
|
|
|
|
Claim Name | Lot No. | Acres | Group | Plan No. | Survey | Surveyor | digital plan no. |
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Yankee Girl | 105 | 47.18 | 1052 | 8938 | 1901 | ▇▇▇▇▇▇▇, G. | 8938_CLSR_YT.tif | |
▇▇▇▇▇▇ ▇▇▇▇ | 106 | 42.02 | 1052 | 8939 | 1901 | ▇▇▇▇▇▇▇, G. | 8939_CLSR_YT.tif | |
New Bonanza | 408 | 43.2 | 1052 | 10565 | 1909 | Barwell, C.S.W. | FB10565_CLSR_YT.djvu | |
Niobe | 409 | 5.5 | 1052 | 10565 | 1909 | Barwell, C.S.W. | FB10565_CLSR_YT.djvu | |
Lone Star | 410 | 41.2 | 1052 | 10565 | 1909 | Barwell, C.S.W. | FB10565_CLSR_YT.djvu | |
Zulu Chief | 411 | 33.4 | 1052 | 10565 | 1909 | Barwell, C.S.W. | ▇▇▇▇▇▇▇_▇▇▇▇_▇▇.▇▇▇▇ | |
▇▇▇▇▇▇▇▇ | 86 | 50.66 | 1052 | 6429 | 1901 | Barwell, C.S.W. | FB6429_CLSR_YT.djvu | |
Porphyry Lode | 104 | 41.72 | 1052 | 8939 | 1901 | ▇▇▇▇▇▇▇, G. | 8939_CLSR_YT.tif | |
Swastika | 533 | 27.46 | 1052 | 22086 | 1937 | ▇▇▇▇▇▇▇, ▇.▇. |
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Udas (aka Udad) | 534 | 27.02 | 1052 | 22086 | 1937 | ▇▇▇▇▇▇▇, ▇.▇. |
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▇▇▇▇ | 535 | 38.46 | 1052 | 22086 | 1937 | ▇▇▇▇▇▇▇, ▇.▇. |
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Thistle | 536 | 36.93 | 1052 | 22086 | 1937 | ▇▇▇▇▇▇▇, ▇.▇. |
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New Bonanza #2 | 424 | 51.5 | 1052 | 10595 | 1909 | Gibbon, J. |
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Argyle | 223 | 43.35 | 1052 | 6575 | 1902 | ▇▇▇▇▇▇▇, A. | FB6575_CLSR_YT.djvu | |
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34 | Page
SCHEDULE "B"
To that Mineral Property Option and Royalty Agreement made June ____, 2011
Between Klondike Gold Corp., Klondike Star Mineral
Corporation and ▇▇▇▇▇▇▇▇ Gold Inc.
Net Smelter Returns ("NSR") Royalty Provisions
1.
The NSR royalty will be calculated and paid to the Optionor (the “Payee”) by the Optionee (the “Payor”) in accordance with the terms of this Schedule “B”.
2.
The NSR will be calculated on a quarterly basis and will be equal to Gross Revenue less Permissible Deductions for such period.
3.
The following words will have the following meanings:
(a)
"Gross Revenue" means the aggregate of the following amounts received in each quarterly period:
(i)
the revenue received by the Payor from arm’s length purchasers of all Minerals;
(ii)
the fair market value of all Minerals sold by the Payor in such quarter to Persons not dealing at arm’s length with the Payor; and
(iii)
any proceeds of insurance on Minerals.
(b)
"Permissible Deductions" means the aggregate of the following charges (to the extent that they are not deducted by any purchaser in computing payment) that are paid in each quarterly period:
(i)
sales charges levied by any sales agent on the sale of Minerals, other than gold or silver;
(ii)
transportation costs for Minerals from the Property to the place of beneficiation, processing or treatment and thence to the place of delivery of Minerals to a purchaser thereof including shipping, freight, handling and forwarding expenses;
(iii)
all costs, expenses and charges of any nature whatsoever which are either paid or incurred by the Payor in connection with refinement or beneficiation of Minerals after leaving the Property, including all weighing, sampling, assaying and representation costs, metal losses, any umpire charges and any penalties charged by the processor, refinery or smelter; and
(iv)
all insurance costs on Minerals;
provided that where a cost or expense otherwise constituting a Permissible Deduction is incurred by the Payor in a transaction with a party with whom it is not dealing at arm’s length as that term is defined in the Income Tax Act (Canada)), such cost or expense may be deducted, but only as to the lesser of the actual cost incurred by the Payor or the fair market value thereof, calculated at the time of such transaction and under all the circumstances thereof.
4.
The NSR will be calculated and paid within 30 days after the end of each quarter. Smelter settlement sheets, if any, and a statement setting forth calculations in sufficient detail to show the payment’s derivation (the “Statement”) must be submitted with the payment.
5.
In the event that final amounts required for the calculation of the NSR are not available within the time period referred to in section 4 of this Schedule “B”, then provisional amounts will be established and the NSR paid on the basis of this provisional calculation. Positive or negative adjustments will be made to the NSR payment of the succeeding quarter.
6.
All NSR payments will be considered final and in full satisfaction of all obligations of the Payor with respect thereto, unless the Payee delivers to the Payor a written notice (the "Objection Notice") describing and setting forth a specific objection to the calculation thereof within 60 days after receipt by the Payee of the Statement. If the Payee objects to a particular Statement as herein provided, the Payee will, for a period of 60 days after the Payor’s receipt of such Objection Notice, have the right, upon reasonable notice and at a reasonable time, to have the Payor’s accounts and records relating to the calculation of the NSR in question audited by the auditors of the Payee. If such audit determines that there has been a deficiency or an excess in the payment made to the Payee, such deficiency or excess will be resolved by adjusting the next monthly NSR payment due hereunder. The Payee will pay all the costs and expenses of such audit unless a deficiency of $15,000 or more of the amount due is determined to exist. The Payor will pay the costs and expenses of such audit if a deficiency of $15,000 or more of the amount due is determined to exist. All books and records used and kept by the Payor to calculate the NSR due hereunder will be kept in accordance with Canadian generally accepted accounting principles. Failure on the part of the Payee to make claim against the Payor for adjustment in such 60 day period by delivery of an Objection Notice will conclusively establish the correctness and sufficiency of the Statement and NSR payments for such quarter.
7.
At the election of the Payee made in writing at least 90 days prior to the first payment on account of the NSR (which election may not be rescinded without the consent of the Payor), the Payee may elect to receive the NSR in kind, provided that any extra costs or expenses incurred by the Payor as a result of such election and payment of the NSR in kind will be for the account of the Payee and will be due on demand.
35 | Page
SCHEDULE "C"
To that Mineral Property Option and Royalty Agreement made June ____, 2011
Between Klondike Gold Corp., Klondike Star Mineral
Corporation and ▇▇▇▇▇▇▇▇ Gold Inc.
Net Profits Interest
Pursuant to the Agreement to which this Schedule is attached, a party (“Payee”) may be entitled to a royalty equal to Five Percent (5%) of net Profits (the “Net Profits Interest”) payable by the other party (“Payor”) as set forth below.
Net Profits Interest
A.
“Net Profits” means the aggregate of:
1.
all revenues from the sale or other disposition of ores, concentrates or Minerals produced from the Property; and
2.
all revenues from the operation, sale or other disposition of any Facilities the cost of which is included in the definition of “Operating Expenses”, “Capital Expenses”, or “Exploration Expenses”
less (without duplication) Working Capital, Operating Expenses, Capital Expenses and Exploration Expenses.
B.
“Working Capital” means the amount reasonably necessary to provide for the operation of the the Property and for the operation and maintenance of the Facilities for a period of six months.
C.
“Operating Expenses” means all costs, expenses, obligations, liabilities and charges of whatsoever nature or kind incurred or chargeable directly or indirectly in connection with Commercial Production from the Property and in connection with the initial set-up, maintenance and operation of the Facilities, all in accordance with generally accepted accounting principles, consistently applied, including, without limiting the generality of the foregoing, all amounts payable in connection with mining, handling, processing, refining, transporting and marketing of ore, concentrates, Minerals and other products produced from the Property, all amounts payable for the operation and maintenance of the Facilities including the replacement of items which by their nature require periodic replacement, all taxes (other than income taxes), royalties and other imposts or levies, and an amount payable or chargeable in respect of reasonable overhead and administrative services equal to five percent (5%) of all other Operating Expenses.
D.
“Capital Expenses” means all expenses, obligations and liabilities of whatsoever kind (being of a capital nature in accordance with generally accepted accounting principles) incurred or chargeable, directly or indirectly, with respect to the development, acquisition, construction, redevelopment, modernization and expansion of the Property and the Facilities, including, without limiting the generality of the foregoing, interest thereon from the time so incurred or chargeable at a rate per annum from time to time equal to prime rate established by the Royal Bank of Canada, Main Branch in Vancouver, British Columbia, plus 2 percent per annum, but does not include Operating Expenses nor Exploration Expenses.
E.
“Exploration Expenses” means all costs, expenses, obligations, liabilities and charges of whatsoever nature or kind incurred or chargeable, directly or indirectly, in connection with the exploration and development of the Property including, without limiting the generality of the foregoing, all costs reasonably attributable, in accordance with generally accepted accounting principles, to the design, planning, testing, financing, administration, marketing, engineering, legal, accounting, transportation and other incidental functions associated with the exploration and mining operation contemplated by this agreement and with the Facilities, but does not include Operating Expenses nor Capital Expenses.
F.
“Facilities” means all plant, equipment, structures, roads, rail lines, storage and transport facilities, housing and service structures, real property or interest therein, whether on the Property or not, acquired or constructed exclusively for the mining operation on the Property contemplated by this Agreement (all commonly referred to as “infrastructure”).
Payment
The Net Profits Interest shall be calculated for each calendar quarter in which Net Profits are realized, and payment as due hereunder shall be made within thirty (30) days following the end of each such calendar quarter. Such payments shall be accompanied by a statement summarizing the computation of Net Profits and copies of all relevant settlement sheets. Such quarterly payments are provisional and subject to adjustment within ninety (90) days following the end of each calendar year. Within ninety days after the end of each calendar year, Payor shall deliver to Payee an unaudited statement of royalties paid to Payee during the year and the calculation thereof. All year end statements shall be deemed true and correct six months after presentation, unless within that period Payee delivers notice to Payor specifying with particularity the grounds for each exception. Payee shall be entitled, at Payees’s expense, to an annual independent audit of the statement by a national firm of chartered accountants, only if Payee delivers a demand for an audit to Payor within four months after presentation of the related year-end statement.
36 | Page