Attached files
| file | filename |
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| 8-K - Standard Metals Processing, Inc. | v196482_8k.htm |
| EX-10.3 - Standard Metals Processing, Inc. | v196482_ex10-3.htm |
| EX-99.1 - Standard Metals Processing, Inc. | v196482_ex99-1.htm |
| EX-10.1 - Standard Metals Processing, Inc. | v196482_ex10-1.htm |
| EX-10.4 - Standard Metals Processing, Inc. | v196482_ex10-4.htm |
EXHIBIT
10.2
PROMISSORY NOTE, NSR AND
GUARANTY
For value
received, Standard Gold Inc, a corporation organized and existing under the laws
of Colorado (the Maker), hereby unconditionally promises to pay S.E. Flechner or
his successors or assigns (Payee), at such address as Payee designates, upon
Maker’s receipt of equity or debt financing in excess of $100,000 but in no
event later than November 30, 2010 (Maturity Date), the principal sum of Twenty
Five Thousand Dollars ($25,000) (the Principal), with annual interest at the
rate of five percent (5%) due upon Maturity.
This loan
has been made to Maker by way of Payee forwarding the Principal on behalf Maker
to help fund the payment required for effectiveness of Maker’s Option Agreement
with US American Exploration Inc for the Rex gold mine project, including 102
unpatented lode mining claims (known as IER 1 through 102) covering about 2040
contiguous acres of BLM land in La Paz County, Arizona (Rex Project) . As
consideration for such timely financial accommodation to Maker, Maker has
arranged for the personal Guaranty below and has agreed to and does hereby grant
Payee a 0.375% (thirty seven and one half percent of one percent) Net Smelter
Return Royalty (NSR) payable quarterly from Maker’s share of production from the
Rex Project.
“Net
Smelter Return” means the value for marketable minerals produced from the Rex
Project and received by or on behalf of the holder of Maker’s interest in the
Rex Project from a purchaser thereof less the following deductions: (a) all
charges made by a smelter, mill or other purchaser including, without limiting
the generality of the foregoing, treatment, sampling and other charges,
penalties and all other deductions; (b) all costs of transportation and
insurance of material from Rex Project to the purchaser or otherwise, as
directed; (c) all excise severance, sales and/or production taxes applicable for
royalty payment; and (d) any other customary out-of-pocket costs of forward
sales of Rex Project mineral production. Unless and until Maker sells the
majority of its interest in the Rex Project, the Payee’s NSR shall not be deemed
to exceed 0.375% of the actual cash flow earned by Maker from the Rex Project.
Upon written request from Payee, Maker will promptly execute and record in
Arizona a customary Net Smelter Royalty Agreement that publicly records and
memorializes Payee’s real property interest as a lien on the Rex Project
property.
Stephen
D. King (Guarantor) hereby personally guarantees payment of this Note by hereby
pledging and unconditionally promising to transfer to Payee 37,500 of
Guarantor’s shares of common stock of LKA International Inc (LKAI on OTCBB) if
this Note is not timely paid in accordance with its terms. Guarantor warrants
that he will continue to own said shares without encumbrance and make them
available hereunder until this Note is paid in full.
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If
this Note and/or its Guaranty is placed with an attorney for collection,
holder will be entitled to recover actual reasonable costs of collection
including reasonable attorney’s fees. Maker and Guarantor waive
presentment, notice of dishonor and protest, and diligence in collection,
and consent that payment may be extended by holder without affecting
liability of Maker. Maker and Guarantor will assert no defences to payment
hereof except for actual payment hereof. The terms and provisions hereof
shall be construed and enforced according to Colorado law in the State
Courts where Payee resides.
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In
witness whereof, this document is duly authorized and executed effective
September 7, 2010 by:
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Standard Gold Inc
(Maker)
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By
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/s/Stephen D. King
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Stephen
D. King, CEO
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Stephen
D. King (Guarantor)
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By
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/s/ Stephen D. King
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Stephen
D. King, personally
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Accepted
in reliance on above:
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By
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/s/ Stephen E. Flechner
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S.
E. Flechner,
Payee
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