Attached files
| file | filename |
|---|---|
| 8-K - MAINBODY - CONSTITUTION MINING CORP | mainbody.htm |
| EX-99.1 - EX991 - CONSTITUTION MINING CORP | ex991.htm |
AMENDMENT
NO. 1 TO ASSET PURCHASE AGREEMENT
THIS AMENDMENT AGREEMENT is
made effective as at the 13th day
of July, 2010.
BETWEEN:
SEABRIDGE
GOLD CORPORATION
(“Seabridge”)
and
PACIFIC
INTERMOUNTAIN GOLD CORPORATION
(“PIGC”)
and
SEABRIDGE
GOLD INC.
(“SEA”)
and
CONSTITUTION
MINING CORP.
(the
“Purchaser”)
WHEREAS:
|
A.
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Seabridge,
PIGC, SEA and the Purchaser (the “Parties”) entered into
an asset purchase agreement dated April 1, 2010 (the “APA”);
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B.
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The
Parties wish to amend the APA to make such amendments as are set forth
herein.
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NOW THEREFORE in consideration
of the mutual premises and the covenants and agreements hereinafter contained,
the receipt and sufficiency of which is hereby acknowledged, the Parties
covenant and agree as follows:
1.
Payment of BLM Fees
Amount – As consideration for the amendment to the APA set forth in
Section 2(a) of this Amendment Agreement, the Purchaser agrees to:
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(a)
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pay
to SEA, immediately upon execution of this Agreement, by wire transfer,
US$302,260 (the "BLM Fees Amount"), being the amount of the BLM fees in
respect of the Mineral Properties (as defined in the APA) that are
scheduled by SEA to be paid in July of 2010 (the "BLM Fees");
and
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(b)
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reimburse
SEA, Seabridge or PIGC, as applicable, for all costs ("Additional Holding
Costs") of maintaining the interests of SEA, Seabridge and PIGC, as
applicable, in the Mineral Properties, including all payments required to
be made by SEA, Seabridge or PIGC under the Contracts, that are paid by
SEA, Seabridge or PIGC during the period commencing on the effective date
of this Amendment Agreement and ending on the Closing Date, by paying to
SEA an amount equal to such costs within five business days of delivery to
the Purchaser by SEA of evidence of payment thereof by SEA, Seabridge or
PIGC, as applicable.
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The
Parties agree that:
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1.
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SEA
shall not make use of the BLM Fees Amount other than to make payment of
the BLM Fees;
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2.
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the
BLM Fees Amount shall not be credited against the Purchase Price (as
defined in the APA), except that, the portion of the BLM Fees Amount, if
any, not expended for payment of the BLM Fees as at the Closing Date (as
defined in the APA) shall be credited against the Purchase Price payable
pursuant to Section 2.2(b) of the
APA;
|
|
3.
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the
BLM Fees shall not be refundable in the event that the completion and sale
of the Assets (as defined in the APA) contemplated by the APA is not
completed;
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4.
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if
SEA has not received the wire transfer of the BLM Fees Amount referred to
above at or before 5:00 p.m. Toronto time on July 16, 2010, SEA shall
thereafter have the right to terminate, by written notice to the Purchaser
and without any action on the part of the Purchaser, the amendment to the
APA set forth in Section 2(a) of this Amendment Agreement, and, upon
the giving of such written notice, Section 2(a) of this Amendment
Agreement shall be null and void and of no further force and effect and
Sections 7.1(b)(ii) and 7.1(c)(ii) of the APA shall be restored to their
original construction;
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5.
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amounts
paid to SEA by the Purchaser as reimbursement of Additional Holding Costs
shall not be credited against the Purchase
Price;
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6.
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amounts
paid to SEA by the Purchaser as reimbursement of Additional Holding Costs
shall not be refundable in the event that the completion and sale of the
Assets contemplated by the APA is not completed;
and
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7.
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if
SEA has not been reimbursed by the Purchaser for any Additional Holding
Costs within five business days of delivery to the Purchaser by SEA of
evidence of payment thereof by SEA, Seabridge or PIGC, as applicable, SEA
shall thereafter have the right to terminate, by written notice to the
Purchaser and without any action on the part of the Purchaser, the
amendment to the APA set forth in Section 2(a) of this Amendment
Agreement, and, upon the giving of such written notice, Section 2(a) of
this Amendment Agreement shall be null and void and of no further force
and effect and Sections 7.1(b)(ii) and 7.1(c)(ii) of the APA shall be
restored to their original
construction.
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- 2
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2.
Amendment – The
parties hereby agree that the APA shall be amended as follows:
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(a)
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The
date “June 20, 2010” included in Sections 7.1(b)(ii) and 7.1(c)(ii) of the
APA is hereby deleted and replaced with “September 30,
2010”.
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(b)
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Schedule
A to the APA is hereby deleted in its entirety and replaced with the
following:
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SCHEDULE
A
LEASEHOLD
PROPERTIES
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County
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Project
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#
of
Claims
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Operator
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Owner(s)
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Notes:
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County
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Nevada:
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Nevada:
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|||||
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CHURCHILL
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ARON
(Aron & Windmill claims)
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20
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SEABRIDGE
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RENEGADE
(10) + EM CRIST(10)
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Lease
from Renegade Exploration Inc.
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CHURCHILL
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ELKO
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MOUNT
WILSON (W.C. claims)
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8
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PIGCO
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MARGRAF
et al
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Lease
from Margraf et al
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ELKO
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NYE
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RAYS
(RAYS & SAM claims)
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25
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PIGCO
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DK
JENNINGS
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Lease
from Jennings et al
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NYE
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NYE
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CLIFFORD
(COUGAR & TERRY claims)
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4
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PIGCO
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AJ
CLIFFORD et al
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Lease
from Boscovich and Clifford et al
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NYE
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NYE
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HANNAPAH
(DODGE & LORIE claims)
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8
[Note: see #6 at Schedule C]
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PIGCO
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BC
DUTCHER
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Lease
from Dutcher
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NYE
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NYE
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McCANN
(RUBY claim)
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1
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PIGCO
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L
BOSCOVICH + BOTTOM FAMILY TRUST
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Lease
from Bottom Family trust
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NYE
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NYE
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MERGER
(RUBY claims)
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3
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PIGCO
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B&M
BOSCOVICH + RE&GE CLIFFORD
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Lease
from Boscovich et al
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NYE
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NYE
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THUNDER
MTNISILVER ACE (SILVER ACE claim)
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1
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PIGCO
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L
BOSCOVICH + BOTTOM FAMILY TRUST
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Lease
from Bottom Family Trust
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NYE
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NYE
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THUNDER
MTN/TOUGH NUT (TOUGH NUT claims)
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2
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PIGCO
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L
BOSCOVICH + BOTTOM FAMILY TRUST
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Lease
from Bottom Family Trust
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NYE
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ESMERALDA
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CASTLE
ROCK (CP,JD,NBSS,NEW,DJ,JAZ&WE S claims)
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125
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SEABRIDGE
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PLATORO
(73) + KENNECOTT (20) + GREAT BASIN (32)
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Agreement
with Platoro
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ESMERALDA
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- 3
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(c)
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Schedule
B to the APA is hereby deleted in its entirety and replaced with the
following:
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SCHEDULE
B
CLAIMS
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County
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Project
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#
of
Claims
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Operator
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Owner(s)
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Notes:
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County
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Nevada:
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Nevada:
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|||||
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CHURCHILL
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WESTGATE
(M claims)
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98
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SEABRIDGE
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SEABRIDGE
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CHURCHILL
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ELKO
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MAVERICK
NORTH (RE claims)
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28
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PIGCO
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PIGCO
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ELKO
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ELKO
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MOUNT
WILSON (DC claims)
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31
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PIGCO
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PIGCO
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ELKO
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ESMERALDA
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CLAYTON
RIDGE (LA claims)
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6
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PIGCO
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PIGCO
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ESMERALDA
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ESMERALDA
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GILBERT
SOUTH (CC claims)
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102
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PIGCO
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PIGCO
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ESMERALDA
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ESMERALDA
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MILLER'S
SOUTH (AS claims)
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21
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PIGCO
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PIGCO
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ESMERALDA
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HUMBOLDT
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KING'S
RIVER (AT claims)
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44
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PIGCO
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PIGCO
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HUMBOLDT
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MINERAL
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TETON
(LP claims)
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20
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PIGCO
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PIGCO
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MINERAL
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NYE
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B.A.BRECCIA
(BAB claims)
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18
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PIGCO
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PIGCO
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NYE
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NYE
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BAXTER
SPRINGS (BAXTER & PZ claims)
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40
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PIGCO
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PIGCO
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NYE
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NYE
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BELLEHELLEN
WEST (YH
claims)
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18
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PIGCO
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PIGCO
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NYE
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NYE
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CLIFFORD
(CM claims)
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64
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PIGCO
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PIGCO
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NYE
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NYE
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EDEN
(EN claims)
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21
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PIGCO
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PIGCO
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NYE
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NYE
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ELLENDALE
(YC and TF claims)
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168
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PIGCO
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PIGCO
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NYE
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NYE
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FOUR
MILE BASIN (KM claims)
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207
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PIGCO
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PIGCO
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NYE
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NYE
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GEORGE'S
CANYON (GC claims)
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30
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PIGCO
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PIGCO
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NYE
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NYE
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GOLDEN
ARROW SOUTH (GS claims)
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230
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PIGCO
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PIGCO
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NYE
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- 4
-
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County
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Project
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#
of
Claims
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Operator
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Owner(s)
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Notes:
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County
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Nevada:
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Nevada:
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|||||
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NYE
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LIBERTY
SPRINGS (LB claims)
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80
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PIGCO
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PIGCO
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NYE
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NYE
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MERGER
(BH claims)
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46
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PIGCO
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PIGCO
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NYE
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NYE
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MIDWAY
ISLANDS
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16
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PIGCO
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PIGCO
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NYE
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(KN,MWAY,NY
& RF claims)
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||||||
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NYE
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MIDWAY
NW (DB claims)
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40
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PIGCO
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PLACER
DOME
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NYE
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NYE
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MIDWAY
SW (DBS claims)
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47
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PIGCO
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PLACER
DOME
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NYE
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NYE
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RAYS
(SE claims)
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62
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PIGCO
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PIGCO
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NYE
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NYE
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STONEWALL
(SW claims)
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73
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PIGCO
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PIGCO
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NYE
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NYE
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THUNDER
MOUNTAIN (AW
claims)
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173
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PIGCO
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PIGCO
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NYE
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NYE
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THUNDER
MOUNTAIN (AW claims)
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53
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PIGCO
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PIGCO
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NYE
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NYE
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McCANN
(MC claims)
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24
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PIGCO
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PIGCO
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NYE
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NYE
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HANNAPAH
(DODGE & LORIE claims)
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6
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SEABRIDGE
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SEABRIDGE
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See
note at Contract #6 on Schedule C
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(d)
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Schedule
C to the APA is hereby deleted in its entirety and replaced with the
following:
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SCHEDULE
C
CONTRACTS
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1.
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Mining
Lease and Agreement – Rays Project among Donald K. Jennnings, Joe Leising
and Pamela Leising and Pacific Intermountain Gold Corporation (“PIGCO”)
dated January 3, 2003 relating to the lease of unpatented mining claims in
Nye County Nevada.
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2.
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Mining
Lease Agreement among Margraf Explosives, Inc., Mountain View Exploration,
Inc., Donald M. and Inge M. Duncan Family Trust, 1994 and PIGCO dated
April 28, 2003 relating to the lease of mining claims in Elko County,
Nevada.
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3.
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Mining
Lease and Agreement – Tough Nut Project between Bottom Family Trust and
PIGCO dated October 10, 2002 relating to the lease of two unpatented
mining claims in Nye County,
Nevada.
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4.
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Mining
Lease and Agreement – Silver Ace Project between Limon KL Boscovich and
the Bottom Family Trust and PIGCO dated October 10, 2002 relating to the
lease of one unpatented mining claim in Nye County,
Nevada.
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- 5
-
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5.
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Mining
Lease and Agreement – Merger Project among Bozo Boscovich, William Roy
Clifford and Gladys E. Clifford and PIGCO dated November 1, 2002 relating
to the lease of three unpatented mining claims in Nye County
Nevada.
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6.
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Mining
Lease and Agreement – Hannapah Project between Bruce C. Dutcher and PIGCO
dated November 7, 2002 relating to the lease of six unpatented and eight
patented mining claims in Nye County, Nevada. [Note: the six
unpatented mining claims are registered in the name of Seabridge Gold
Corporation and are also listed under Schedule
B]
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7.
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Mining
Lease and Agreement – McCann Project between Bottom Family Trust and PIGCO
dated October 10, 2002 and amended Oct 10, 2003, relating to the lease of
one unpatented mining claim in Nye County,
Nevada.
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8.
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Mining
Lease and Agreement between Platoro West, Inc., and Seabridge Resources
Inc., dated August 15, 2000 relating to the lease of unpatented mining
claims in Esmerelda County, Nevada.
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9.
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Mining
Lease and Agreement – Aron Project, between Renegade Exploration Inc., and
Elliot Crist and Seabridge Gold Corporation dated October 9, 2002 relating
to the lease of unpatented mining claims in Churchill County,
Nevada.
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10.
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Mining
Lease and Agreement – Clifford Project among Bozo Boscovich, William Roy
Clifford and Gladys E. Clifford and PIGCO dated November 1, 2002 relating
to the lease of four unpatented mining claims in Nye County,
Nevada.
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11.
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Letter
Agreement between Placer Dome Exploration Inc. (“PDX”) and PIGCO, undated,
relating to the DB and DBS groups of unpatented mining claims in Nye
County, Nevada.
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(e)
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Schedule
L to the APA is hereby deleted in its entirety and replaced with the
following:
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SCHEDULE
L
ALLOCATION OF THE PURCHASE
PRICE
|
County
|
Project
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#
of Claims
|
Percentage
of Purchase Price allocated
|
|
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A
|
Churchill
|
Aron
|
20
|
1%
|
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Churchill
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Westgate
|
98
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||
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B
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Elko
|
Maverick
North
|
28
|
1%
|
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Elko
|
Mount
Wilson
|
31
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||
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Elko
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Mount
Wilson
|
8
|
||
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C
|
Esmeralda
|
Castle
Rock
|
125
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65%
|
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Esmeralda
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Clayton
Ridge
|
6
|
1%
|
|
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Esmeralda
|
Gilbert
South
|
102
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||
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Esmeralda
|
Miller’s
South
|
21
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- 6
-
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County
|
Project
|
#
of Claims
|
Percentage
of Purchase Price allocated
|
|
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D
|
1%
|
|||
|
Humboldt
|
King’s
River
|
44
|
||
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Mineral
|
Teton
|
20
|
||
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E
|
NYE
|
B.A.
Breccia
|
18
|
2%
|
|
NYE
|
Baxter
Springs
|
40
|
||
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NYE
|
Bellehellen
West
|
18
|
||
|
NYE
|
Clifford
|
64
|
||
|
NYE
|
Eden
|
21
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||
|
NYE
|
Ellendale
|
168
|
||
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F
|
NYE
|
Four
Mile Basin
|
207
|
10%
|
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G
|
NYE
|
George’s
Canyon
|
30
|
0%
|
|
H
|
NYE
|
Golden
Arrow South
|
230
|
5%
|
|
I
|
NYE
|
Hannapah
|
196
|
5%
|
|
NYE
|
Hannapah
|
8
|
||
|
NYE
|
Hannapah
|
6
|
||
|
J
|
NYE
|
Liberty
Springs
|
80
|
1%
|
|
NYE
|
Merger
|
46
|
||
|
K
|
NYE
|
Midway
Islands
|
16
|
1%
|
|
NYE
|
Midway
NW
|
40
|
||
|
NYE
|
Midway
SW
|
47
|
||
|
L
|
NYE
|
Rays
|
62
|
1%
|
|
NYE
|
Rays
|
25
|
||
|
M
|
NYE
|
Stonewall
|
73
|
5%
|
|
NYE
|
Thunder
Mountain
|
173
|
||
|
NYE
|
Thunder
Mountain
|
53
|
||
|
NYE
|
Thunder
Mtn/Silver Ace
|
1
|
||
|
NYE
|
Thunder
Mtn/Tough Nut
|
2
|
||
|
N
|
NYE
|
Clifford
|
4
|
1%
|
|
NYE
|
McCann
|
1
|
||
|
NYE
|
McCann
|
24
|
||
|
NYE
|
Merger
|
3
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- 7
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3.
Limited Effect - This
Amendment Agreement is supplemental to the APA and shall form one instrument
with the APA. Except as amended herein, the APA shall continue to be,
and shall remain, in full force and effect in accordance with its terms as
currently written.
4.
Counterparts and Facsimile
Copies - This Amendment Agreement may be executed in counterparts, each
of which when so executed shall be deemed to be an original and such
counterparts shall constitute one and the same instrument and notwithstanding
the date of execution shall be deemed to bear a date as of the date of this
Amendment Agreement. A facsimile transcribed copy of this Amendment
Agreement signed by a Party in counterpart or otherwise, shall be deemed to be
and to constitute a properly executed, delivered and binding document of the
party so signing, notwithstanding any variation in the dates of
execution.
5.
Governing Law - This
Amendment Agreement will be governed by and construed in accordance with the
laws of British Columbia and of Canada applicable therein, which will be deemed
to be the proper law hereof.
6.
Attornment - The
courts of British Columbia will have exclusive jurisdiction to entertain and
determine all disputes and claims, whether for specific performance, injunction,
declaration or otherwise howsoever both at law and in equity, arising out of or
in any way connected with the construction, breach, or alleged, threatened or
anticipated breach of this Amendment Agreement, and will have jurisdiction to
hear and determine all questions as to the validity, existence or enforceability
thereof.
- 8
-
IN WITNESS WHEREOF the Parties
have executed this Amendment Agreement as of the day and year first above
written.
SEABRIDGE
GOLD CORPORATION
Per:
/s/ Rudi
Fronk
Rudi Fronk
Authorized
Signatory
PACIFIC
INTERMOUNTAIN GOLD CORPORATION
Per:
/s/ Rudi
Fronk
Rudi Fronk
Authorized
Signatory
SEABRIDGE
GOLD INC.
Per:
/s/ Rudi
Fronk
Rudi Fronk
Authorized
Signatory
CONSTITUTION
MINING CORP.
Per:
/s/ Michael
Stocker
Michael Stocker
Authorized
Signatory
- 9
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