Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A-2
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[X]
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QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2012
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OR
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Commission File Number 000-31184
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SHOSHONE SILVER/GOLD MINING COMPANY
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(Exact name of registrant as specified in its charter)
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Idaho
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82-0304993
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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5968 North Government Way #305, Coeur d’Alene, ID 83815
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(Address of principal executive offices) (Zip Code)
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(843) 715-9504
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(Registrant’s telephone number, including area code)
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Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [ ] NO [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large Accelerated Filer
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Accelerated Filer
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Non-accelerated Filer
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Smaller Reporting Company
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[X]
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(Do not check if smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X]
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of January 31, 2013, there were 60,088,371 shares of the registrant’s $0.10 par value common stock issued and outstanding.
REASON FOR AMENDMENT
The sole purpose of this Amendment to the Registrant’s Quarterly Report on Form 10-Q for the period ended December 31, 2012 is to correct Part I, Item 4 – Control and Procedures to reflect that our disclosure controls and procedures were not effective as of December 31, 2012. No other changes have been made to this Form 10-Q and this Amendment has not been updated to reflect events occurring subsequent to the filing of this Form 10-Q.
SHOSHONE SILVER/GOLD MINING COMPANY
FORM 10-Q/A-2
For the Quarter Ended December 31, 2012
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3
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3
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5
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6
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Evaluation of Disclosure Controls and Procedures
In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by the Company’s management, with the participation of the Principal Executive Officer and the Principal Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”) as of December 31, 2012. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.
Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed within the time periods specified in the Securities and Exchange Commission’s rules and forms.
Changes in Internal Control Over Financial Reporting
As of the end of the period covered by this report, there have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended December 31, 2012, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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Incorporated by reference
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Filed
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Exhibit
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Document Description
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Form
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Date
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Number
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herewith
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2.1.1
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Articles of Incorporation.
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10-SB
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2/15/01
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2.1(A)
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2.1.2
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Certificate of Amendment of Articles of Incorporation dated January 21, 1970.
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10-SB
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2/15/01
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2.1(B)
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2.1.3
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Certificate of Amendment of Articles of Incorporation dated November 17, 1969.
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10-SB
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2/15/01
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2.1(B)
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2.1.4
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Articles of Amendment to the Articles of Incorporation dated August 12, 1983.
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10-SB
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2/15/01
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2.1(B)
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2.1.5
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Articles of Amendment to the Articles of Incorporation dated May 15, 1998.
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10-SB
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2/15/01
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2.1(B)
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2.2
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Bylaws.
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10-SB
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2/15/01
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2.2
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3.16
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Articles of Amendment to the Articles of Incorporation dated December 30, 2011
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10-Q
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2/21/12
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3.6
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10.1
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Office Lease between the Company and Shoshone Business Center, Inc. dated November 1, 2004.
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10-KSB
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8/03/06
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10.1
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10.2
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Mining Lease and Agreement between the Company and Chester Mining Company, Inc. dated March 25, 2004.
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10-KSB
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8/03/06
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10.2
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10.3
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Martin Sutti declaration of conditional transfer of certain mining concessions dated May 12, 2004.
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10-KSB
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8/03/06
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10.3
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10.5
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Bilbao Indemnity and Guarantee Agreement.
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10-K
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1/13/09
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10.5
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10.6
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Bilbao Stock Purchase Agreement.
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10-K
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1/13/09
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10.6
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10.7
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The Amending Agreement to the Stock Purchase Agreement and Indemnity and Guarantee Agreement.
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10-K
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1/12/10
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10.7
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10.8
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Iola Corporation Lease and Option Agreement.
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10-K
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1/12/10
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10.8
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10.9
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Silver King LTD Lease and Option Agreement.
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10-K
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1/12/10
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10.9
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10.10
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Camp Project Lease.
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10-K
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12/27/10
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10.10
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10.11
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Iola Corporation Lease and Option Agreement dated June 2011.
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10-K
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12/23/11
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10.11
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10.12
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Silver King LTD Lease and Option Agreement dated June 2010.
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10-K
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12/23/11
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10.12
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10.13
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Silver Strand Mine Purchase and Sale Agreement.
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10-Q
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2/21/12
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10.13
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10.14
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Lease Agreement.
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8-K
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7/09/12
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10.1
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10.15
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Release and Settlement Agreement.
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8-K
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10/11/12
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10.1
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10.16
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Agreement and Plan of Merger dated October 17, 2012.
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8-K
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11/05/12
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10.1
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31.1
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Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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31.2
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Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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32.1
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer.
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X
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32.2
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Financial Officer.
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X
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99.1
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Map of Lakeview Group.
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10-KSB/A
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12/03/07
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99.1
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99.2
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Map of Shoshone Group and Bullion Group.
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10-KSB/A
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12/03/07
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99.2
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99.3
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Map of Auxer Property.
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10-KSB/A
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12/03/07
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99.3
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99.4
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Map of Lucky Joe Property.
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10-KSB/A
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12/03/07
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99.4
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99.5
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Map of Regal Mine.
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10-KSB/A
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12/03/07
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99.5
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99.6
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Map of Stillwater Extension Claims.
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10-KSB/A
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12/03/07
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99.6
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99.7
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Map of Montgomery Mine.
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10-KSB/A
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12/03/07
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99.7
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99.8
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Map of Arizona Gold Fields Claims.
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10-KSB/A
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12/03/07
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99.8
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99.9
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Map of California Creek Property.
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10-KSB/A
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12/03/07
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99.9
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99.10
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Map of Princeton Gulch Group.
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10-KSB/A
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12/03/07
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99.10
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99.11
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Map of Cerro Colorado Group.
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10-KSB/A
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12/03/07
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99.11
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99.12
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Map of Bilbao-Mexico Property.
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10-KSB/A
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12/03/07
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99.12
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99.13
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Map of North Osburn Property.
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10-K
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4/15/08
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99.13
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99.14
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Maps of Iola Group Claims Lease, Silver King LTD Lease, Rescue Gold Mine and Kimberly Gold Mine.
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10-K
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1/12/10
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99.14
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99.15
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Map of Shaft Claims.
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10-K
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1/12/10
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99.15
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99.16
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Map of Camp Project Claims.
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10-K
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12/27/10
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99.16
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101.INS
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XBRL Instance Document.
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10-Q
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4/05/13
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101.INS
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101.SCH
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XBRL Taxonomy Extension – Schema.
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10-Q
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4/05/13
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101.SCH
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101.CAL
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XBRL Taxonomy Extension – Calculations.
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10-Q
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4/05/13
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101.CAL
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101.DEF
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XBRL Taxonomy Extension – Definitions.
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10-Q
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4/05/13
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101.DEF
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101.LAB
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XBRL Taxonomy Extension – Labels.
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10-Q
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4/05/13
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101.LAB
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101.PRE
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XBRL Taxonomy Extension – Presentation.
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10-Q
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4/05/13
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101.PRE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized, dated this 30th day of August, 2013.
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SHOSHONE SILVER/GOLD MINING COMPANY
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(the “Registrant”)
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BY:
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HOWARD CROSBY
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Howard Crosby
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President and Principal Executive Officer
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BY:
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JOHN RYAN
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John Ryan
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Principal Financial Officer, Principal Accounting Officer and Treasurer
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Incorporated by reference
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Filed
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Exhibit
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Document Description
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Form
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Date
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Number
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herewith
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2.1.1
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Articles of Incorporation.
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10-SB
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2/15/01
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2.1(A)
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2.1.2
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Certificate of Amendment of Articles of Incorporation dated January 21, 1970.
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10-SB
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2/15/01
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2.1(B)
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2.1.3
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Certificate of Amendment of Articles of Incorporation dated November 17, 1969.
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10-SB
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2/15/01
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2.1(B)
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2.1.4
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Articles of Amendment to the Articles of Incorporation dated August 12, 1983.
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10-SB
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2/15/01
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2.1(B)
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2.1.5
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Articles of Amendment to the Articles of Incorporation dated May 15, 1998.
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10-SB
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2/15/01
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2.1(B)
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2.2
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Bylaws.
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10-SB
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2/15/01
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2.2
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3.16
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Articles of Amendment to the Articles of Incorporation dated December 30, 2011
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10-Q
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2/21/12
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3.6
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10.1
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Office Lease between the Company and Shoshone Business Center, Inc. dated November 1, 2004.
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10-KSB
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8/03/06
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10.1
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10.2
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Mining Lease and Agreement between the Company and Chester Mining Company, Inc. dated March 25, 2004.
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10-KSB
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8/03/06
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10.2
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10.3
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Martin Sutti declaration of conditional transfer of certain mining concessions dated May 12, 2004.
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10-KSB
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8/03/06
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10.3
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10.5
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Bilbao Indemnity and Guarantee Agreement.
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10-K
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1/13/09
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10.5
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10.6
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Bilbao Stock Purchase Agreement.
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10-K
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1/13/09
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10.6
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10.7
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The Amending Agreement to the Stock Purchase Agreement and Indemnity and Guarantee Agreement.
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10-K
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1/12/10
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10.7
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10.8
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Iola Corporation Lease and Option Agreement.
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10-K
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1/12/10
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10.8
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10.9
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Silver King LTD Lease and Option Agreement.
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10-K
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1/12/10
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10.9
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10.10
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Camp Project Lease.
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10-K
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12/27/10
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10.10
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10.11
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Iola Corporation Lease and Option Agreement dated June 2011.
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10-K
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12/23/11
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10.11
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10.12
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Silver King LTD Lease and Option Agreement dated June 2010.
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10-K
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12/23/11
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10.12
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10.13
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Silver Strand Mine Purchase and Sale Agreement.
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10-Q
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2/21/12
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10.13
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10.14
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Lease Agreement.
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8-K
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7/09/12
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10.1
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10.15
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Release and Settlement Agreement.
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8-K
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10/11/12
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10.1
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10.16
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Agreement and Plan of Merger dated October 17, 2012.
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8-K
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11/05/12
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10.1
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31.1
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Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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31.2
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Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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32.1
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer.
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X
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32.2
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Financial Officer.
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X
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99.1
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Map of Lakeview Group.
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10-KSB/A
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12/03/07
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99.1
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99.2
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Map of Shoshone Group and Bullion Group.
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10-KSB/A
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12/03/07
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99.2
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99.3
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Map of Auxer Property.
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10-KSB/A
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12/03/07
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99.3
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99.4
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Map of Lucky Joe Property.
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10-KSB/A
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12/03/07
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99.4
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99.5
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Map of Regal Mine.
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10-KSB/A
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12/03/07
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99.5
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99.6
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Map of Stillwater Extension Claims.
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10-KSB/A
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12/03/07
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99.6
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99.7
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Map of Montgomery Mine.
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10-KSB/A
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12/03/07
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99.7
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99.8
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Map of Arizona Gold Fields Claims.
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10-KSB/A
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12/03/07
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99.8
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99.9
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Map of California Creek Property.
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10-KSB/A
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12/03/07
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99.9
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99.10
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Map of Princeton Gulch Group.
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10-KSB/A
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12/03/07
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99.10
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99.11
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Map of Cerro Colorado Group.
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10-KSB/A
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12/03/07
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99.11
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99.12
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Map of Bilbao-Mexico Property.
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10-KSB/A
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12/03/07
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99.12
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99.13
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Map of North Osburn Property.
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10-K
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4/15/08
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99.13
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99.14
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Maps of Iola Group Claims Lease, Silver King LTD Lease, Rescue Gold Mine and Kimberly Gold Mine.
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10-K
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1/12/10
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99.14
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99.15
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Map of Shaft Claims.
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10-K
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1/12/10
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99.15
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99.16
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Map of Camp Project Claims.
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10-K
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12/27/10
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99.16
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101.INS
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XBRL Instance Document.
|
10-Q
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4/05/13
|
101.INS
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101.SCH
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XBRL Taxonomy Extension – Schema.
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10-Q
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4/05/13
|
101.SCH
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101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
10-Q
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4/05/13
|
101.CAL
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101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
10-Q
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4/05/13
|
101.DEF
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|
|
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
10-Q
|
4/05/13
|
101.LAB
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|
|
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
10-Q
|
4/05/13
|
101.PRE
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