Attached files
| file | filename |
|---|---|
| 8-K - Standard Metals Processing, Inc. | v196482_8k.htm |
| EX-10.3 - Standard Metals Processing, Inc. | v196482_ex10-3.htm |
| EX-10.2 - Standard Metals Processing, Inc. | v196482_ex10-2.htm |
| EX-99.1 - Standard Metals Processing, Inc. | v196482_ex99-1.htm |
| EX-10.4 - Standard Metals Processing, Inc. | v196482_ex10-4.htm |
Exhibit
10.1
This is
an Option Agreement (Option) between Standard Gold Inc (SG) and US American
Exploration Inc (USAE) hereinafter collectively the "Parties", concerning the
Rex Gold Mine Project ("RGMP") in La Paz County, Arizona (Rex), effective
September 7, 2010, on the following terms:
1- This
Option shall be binding upon the Parties if USAE receives payment of $100,000
from/on behalf of SG on 9/7/2010 after both parties have exchanged executed
copies hereof by fax or email scan.
2- This
Option covers the entirety of the RGMP including access and right to use of 17
acres of private land for staging area along Salome Road, and 102 unpatented
lode mining claims (known as IER 1-102) covering approximately 2040 contiguous
acres of BLM land, and all related records, reports, equipment and improvements
(Rex Assets). As part of the $2 million under the JV below, SG will be taking
full responsibility for necessary state and federal permitting and cleanup if
required as a result of SG operation, use or control of any of the RGMP
properties.
3- USAE
warrants that IER 1-102 are in good standing, and that required fees will be
paid by September 1, 2010 to maintain that status, and that USAE is not aware of
any conflicting mining claims, gaps or pending conflicts affecting the claims or
related property of the RGMP or Assets (except USAE has disclosed the Spooner
claims and the court ruling invalidating them).
4- USAE
warrants that (a) it has 100% interest in the IER 1-102 subject to a 30%
Turn-key net profit interest held by 600+1- parties (hereinafter the
“investors”) pursuant to working interest definition in TURNKEY WORKING INTEREST
page attached, and (b) the Investors have invested approximately $30 million in
working interests in RGMP plus 3 other projects.
5- USAE
grants SG the option to earn a joint venture (JV) interest In the RGMP as
follows:
a- 10%
irrevocable interest for entering into JV, paying $100,000 above, and spending
$2 million on RGMP exploration commencing within 5 months of September 7, 2010
(and completed within 18 months after commencement) and devoted primarily but
not exclusively to drilling; provided that this 10% irrevocable interest
continues in the Rex Assets even if Rex JV terminated;
b- 30% JV
interest for aggregate expenditures of $60 million which includes (i) $2 million
above, (ii) credit for half of SG cost if buy out the Investors above, and (iii)
bank loans dedicated to achieving production of the RGMP ; provided, that
funding described in i, ii, and iii above are all to be completed within 6 years
of commencement of investing by SG in RGMP of the $2 million payment in (i)
above (except to extent if any delayed by permitting); and note that if the
Parties
agree
that the results of the $2 million drilling indicates that less than one million
ounces of production is anticipated, then the $60 million will be reduced to an
amount that the parties mutually agree is appropriate to achieve profitable
production;
c-
Provided that the above $60 million is being invested by SG consistent with the
time table above and consistent with a mutually agreed schedule in the JV
agreement for the year after the $2 million, SG will have the right to exercise
an option to earn an additional 15% interest in the JV by either paying USAE
$37.5 million within three years of commencement of investing by SG in
RGMP of
the $2 million OR paying USAE $7.5 million within 3 years of commencement of
investing by SG in RGMP of the $2 million plus 4% NSR payable on 55% of gold
ounces recovered from the RGMP in perpetuity.
6- The
parties shall enter into a JV agreement formally detailing the above pursuant to
Rocky Mountain Mineral Law Foundation JV Form 5 and other customary appropriate
provisions. JV shall be operated via regular Operating Committee meetings voting
55%SG and 45% USAE, with SG as Operator and with John Owen or USAE's designated
representative as special advisor/committee member.
7- This
option agreement shall be recorded in Arizona, and governed by Arizona law and
enforceable in its Courts.
AGREED
September 7, 2010
|
US
AMERICAN EXPLORATION INC
|
STANDARD
GOLD INC
|
|||
|
BY
|
/s/ John Owen
|
BY
|
/s/ Stephen King
|
|
|
John
Owen, President & CEO
|
Stephen
King, CEO
|
|||
|
(authorized
signatory)
|
(authorized
signatory)
|
|||
USAE
TURNKEY
WORKING INTEREST JOINT VNETURES
AND TURNKEY WORKING INTEREST PARNERSHIP
VENTURES
STRUCTURE
Investors
pay an initial capital contribution to the venture. The investment pays for
exploration and development costs and expenses up to the amount contributed. All
exploration and development costs in excess of the amount invested are the
contractual responsibility of USAE (thus the term turnkey).
Once the
mine is in production the investors are responsible for all costs and expenses
associated with the extraction and sale of the minerals in place including
general and administrative (thus the term working interest) in proportion to the
percentage owned (not the amount contributed). Once the mine is operating any
profits to be distributed would be calculated as follows:
|
INCOME
STATEMENT
|
||||
|
Gross
Sales
|
$ | 100,000,000 | ||
|
Smelter
Charges
|
(10,000,000 | ) | ||
|
Net
Sales
|
110,000,000 | |||
|
Mine
Operating Costs
|
(35,000,000 | ) | ||
|
Operating
Income
|
75,000,000 | |||
|
Depreciation,
Depletion end Amortization
|
(7,000,000 | ) | ||
|
Profit
before G&A, WI &Taxes
|
68,000,000 | |||
|
General
and Administrative
|
(5,000,000 | ) | ||
|
Profit
before WI &Taxes
|
63,000,000 | |||
|
Payments
to Working Interest Holders
|
(18,900,000 | ) | ||
|
Net
Profit before Taxes
|
$ | 44,100,000 | ||
If the
mine incurs losses the investors are responsible to pay their proportionate
share or ultimately lose the interest in the mine.