Attached files
Exhibit 10.1
================================================================================
OATMAN GOLD
PROJECT ACQUISITION AGREEMENT
AMONG
ASPA GOLD CORP., formerly known as
RENAISSANCE BIOENERGY INC., as Purchaser
BACKYARD STUFF, INC., as Seller
AND
THE OTHER SELLERS IDENTIFIED IN EXHIBIT B
Dated as of November 26, 2010
================================================================================
1
OATMAN GOLD
PROJECT ACQUISITION AGREEMENT
This OATMAN GOLD PROJECT ACQUISITION AGREEMENT (this "Agreement"), dated as
of November 26, 2010 is made by and among ASPA GOLD CORP., formerly known as
RENAISSANCE BIOENERGY INC., a Nevada corporation with an address of 36101 Bob
Hope Dr., Suite E5-238, Rancho Mirage, CA 92770 U.S.A. ("Company"), Backyard
Stuff, Inc., an Arizona corporation with an address of 9212 Empire Rock Street.,
Las Vegas, NV 89143 U.S.A. ("BYS") (BYS and the other Claimholders identified as
such in Exhibit B being hereinafter referred to as "Claimholder"), and the other
Sellers identified in Exhibit B hereto (Claimholder and such other Sellers being
hereinafter referred to collectively as the "Sellers").
1. Summary of Transaction.
In consideration of the respective ownership interests in the Company through
issuance of 31,000,000 (Thirty one million) restricted shares of the Company's
Common Stock referred to herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, hereby sells to the
Company all of its right, title and interest in, to and under the unpatented
lode and placer mining claims known as the Oatman Gold Project and more
particularly described in Exhibit A hereto upon the terms and conditions set
forth in this Agreement. Sellers collectively hold (a) a 100% interest in the 15
unpatented lode mining claims included in the Oatman Gold Project and (b) a 1/8
undivided interest in the 22 unpatented placer claims included in the Oatman
Gold Project, in each case as designated in Exhibit A, and such interest is
hereinafter referred to as the "Property".
2. Title to the Property.
A. Claimholder hereby represents and warrants to Company as follows:
(i) Claimholder owns or is able to convey the undivided interest held
by it in and to each of the unpatented mining claims included in
the Property as of the date hereof;
(ii) To the best of the knowledge, information and belief of
Claimholder, all such claims have been validly located and
maintained in accordance with all applicable laws and
regulations;
(iii)All such claims are free and clear of all liens, claims, and
encumbrances whatsoever, subject only to the paramount interest
of the United States of America and / or the State of Arizona;
all taxes, if any, which may be or which may become a lien upon
the Property, as of the date hereof, have been paid;
2
(iv) The Property is not in any manner encumbered as a result of any
conduct or activity of Claimholder;
(v) Having secured the approval of its members to the terms and
conditions of this Agreement, Claimholder has full and complete
authority to execute this Agreement and to grant the rights
herein conferred on Company; and
(vi) Claimholder has no knowledge that any of the mining claims
comprising the Property are invalid, or that, except for any
unpatented ground lying within the Project Area, there are other
senior mining claims in conflict with any of such claims.
(vii)There are no outstanding options, rights of first offer or
rights of first refusal to purchase, right to acquire or lease
the Project Area, or any portion thereof or interest therein,
except in favor of Seller.
(viii) There are no Proceedings (including condemnation or eminent
domain proceedings) pending or threatened against all or any part
of the Project Area.
(ix) There are no unrecorded contracts, leases, easements or other
agreements, rights or claims of third parties affecting the use,
title, occupancy or development of the Project Area.
3. Payments by the Company.
Following transfer of title to the Property under Section 7, Company shall pay
to Claimholder (i) the Claimholder's net profits interest (NPI) under Section 8A
and (ii) the Claimholder's net smelter return (NSR) royalty under Section 8B.
Company's obligation to make payment under Section 8A and Section 8B shall cease
to accrue on the first to occur of (i) completion by Company of mining
operations, residual leaching and reclamation in the Project Area or (ii) other
decision of Company to terminate operations in the Project Area and, if
Claimholder so desires, to re-convey the property to Claimholder once
reclamation and other environmental obligations have been satisfied, although
this provision shall not relieve Company from its obligation to make payments
that accrued prior to such occurrence.
A. All payments shall be paid in US dollars in immediately available
funds.
B Company will promptly issue to each Seller the number of shares of the
Company's Common Stock set forth in Exhibit B. The shares shall be
validly issued, fully paid and nonassessable.
3
4. Work Expenditures.
Until the earlier of (a) termination by Company of this Agreement under Section
6 or (b) transfer of title to the Company under Section 7, Company shall make
the work expenditures on or for the benefit of the Oatman Gold Project in the
following amounts:
A. The sum of US$100,000 (One hundred thousand dollars) on or before
November 30, 2011.
B. The sum of US$100,000 (One hundred thousand dollars) on or before
November 30 of each year thereafter.
Any excess of Work Expenditures in any year shall be carried forward
to the succeeding year. If Work Expenditures in any year are deficient
and Company desires to maintain this Agreement in effect, Company
shall pay Claimholder in immediately available funds a sum equal to
the deficiency in lieu of the Work Expenditure shortfall. For purposes
of this Agreement, "Work Expenditures" is defined as sums spent or
incurred by Company directly on the Property for exploration and
development of the Property, including drilling, geochemical sampling,
geophysical or seismic survey, assaying, and ore reserve calculation;
metallurgical and engineering analyses; environmental and permitting
analyses and activities; feasibility studies; and financing
investigations; plus 5% of such direct costs in lieu of headquarters
overhead and general and administrative expenditures.
5. Rights and Obligations During Term.
The parties shall have the following rights and obligations prior to termination
of this Agreement:
A. Access to Property and Provision of Data.
Company shall have full access to the Property to conduct such
investigations and examinations as Company may deem desirable and to
all information and data in Claimholder's possession and control
pertaining to the Property necessary or desirable to enable Company to
fully evaluate the Property and its commercial feasibility.
Claimholder agrees to cooperate fully with Company in its
investigation.
B. Activities by Company.
Company shall have exclusive possession of the Property, subject to
the paramount rights of the United States and / or the State of
Arizona with respect to unpatented mining claims included in the
Property, and shall have the exclusive right to conduct such
exploration, evaluation, and development activities on the Property
(including bulk sampling) as Company may desire. Claimholder shall
provide at Company's expense all reasonable assistance to Company for
4
the obtaining of any permits, licenses, and third party consents
needed for such work. Company shall also have the right to contact the
pertinent federal, state, and local permitting agencies, and to
negotiate with such agencies. C. Maintenance of Property.
Company shall maintain in good standing all unpatented mining claims
that comprise the Property. Company shall, as required by the Federal
Government with respect to unpatented mining claims on federal lands,
perform required assessment work or timely pay all claim maintenance
or rental fees and all required property taxes, and shall timely make
all filings and recordings in the appropriate governmental offices
required in connection with such payments. In the event Claimholder
makes any such payment (although it shall have no obligation to do
so), Company shall promptly reimburse Claimholder for payment of such
holding costs upon receipt by Company of evidence of such payment.
Company shall have the right to amend or relocate in the name(s) of
Claimholder any unpatented mining claims included in the Property, to
locate different types of claims on ground covered by existing claims,
and to locate any fractions.
D. Sharing of Data.
During each year, Company will share with Claimholder all information
(including interpretive and non-interpretive data, subject to typical
disclaimers regarding interpretive data and statements that
Claimholder may not rely upon the same) obtained from the exploration,
evaluation, and development activities pertaining to the Property,
including providing a copy of any geological and other principal
reports relating to the Property, and will report to Claimholder in
writing at least quarterly regarding the progress of the exploration
and evaluation work and Work Expenditures made during the period.
E. Claimholder Access to Property.
Claimholder may have access to the Property at its sole risk on
reasonable notice, and shall be entitled to conduct tours of the
Property for investor relations and financing activities.
Claimholder's exercise of its access rights shall not interfere in any
way with Company's operations on the Property, which shall take
precedence in the event of any conflict.
F. Conduct of Operations by Company at the Property.
All of the exploration, development, mining, milling and related work
and any other activities which may be performed by Company or its
agents or contractors hereunder shall be performed in accordance with
all of the terms and conditions of this Agreement and good mining
practices, but the timing, nature, manner and extent of any
exploration, development or any other operations or activities
hereunder shall be in the sole discretion of Company, and there shall
be no implied covenant to begin or continue any such operations or
activities.
5
G. Indemnity.
Except for damages sustained by Claimholder while on the Property
pursuant to Section 5F, Company agrees to indemnify and hold
Claimholder and its affiliates, and their respective, officers,
directors, employees, agents, members, partners and agents harmless
from and against any loss, liability, cost, expense or damage
(including reasonable attorney's fees) that may be incurred for injury
to or death of persons or damage to property, or otherwise, as a
result of Company or its agents or contractors conducting any
operations on or in connection with the Property.
H. Insurance.
Company agrees to carry such insurance, covering all persons working
at or on the Property for Company, as will fully comply with the
requirements of the statutes of the State of Arizona pertaining to
worker's compensation and occupational disease and disabilities as are
now in force or as may be hereafter amended or enacted. In addition,
Company agrees to carry liability insurance with respect to its
operations at the Property in reasonable amounts in accordance with
accepted industry practices. Company agrees that Claimholder shall be
named as an additional insured on all such policies, and agrees to
forward to Claimholder certificates of such insurance policies not
later than 10 days prior to the date that Company commences any such
activities on the Property. Company shall have no right to commence
any such activities until such certificates are delivered to
Claimholder.
I. Compliance with Laws.
Company agrees to conduct and perform all of its operations at the
Property during the term of this Agreement in compliance with all
valid and applicable federal, state and local laws, rules and
regulations, including without limitation laws, rules and regulations
pertaining to environmental protection, human health and safety,
social security, unemployment compensation, wages and hours and
conditions of labor, and Company shall indemnify and hold Claimholder
harmless from and against any loss, liability, cost, expense or damage
(including reasonable attorney's fees) arising from or related to
Company's failure to comply with said laws.
J. Taxes.
During the term of this Agreement, Company shall be responsible for
payment of all taxes levied or assessed upon or against the Property,
as well as any facilities or improvements located thereon.
6
K. Liens and Encumbrances.
Company shall keep title to the Property free and clear of all liens
and encumbrances resulting from its operations hereunder; provided,
however, that Company may refuse to pay any claim asserted against it,
which it disputes in good faith. At its sole cost and expense, Company
shall contest any suit, demand or action commenced to enforce such a
claim and, if the suit, demand or action is decided by a court or
other authority of ultimate and final jurisdiction against Company or
the Property, Company shall promptly pay the judgment and shall post
any bond and take all other action necessary to prevent any sale or
loss of the Property or any part thereof. Company shall permit
Claimholder to post Notices of Non-Responsibility at the collars of
any shafts and in other locations required under Arizona law in order
to prevent certain liens from attaching to the Property, and Company
shall take all actions reasonably necessary to keep such notices
posted in these locations.
L. Reclamation and Remediation.
Company shall reclaim the Property, to the extent disturbed by Company
during the term of this Agreement, in accordance with and as required
by applicable federal, state and local laws, rules and regulations.
6. Right to Terminate.
A. Termination.
(1) By the Company.
Company may terminate this Agreement at any time at its sole
option by giving Claimholder 30 days' prior written notice, upon
which all rights and obligations of the parties under this
Agreement shall cease, except for any limitation of liability,
indemnification, and confidentiality provisions set forth herein;
provided, however, that (i) if Company terminates this Agreement
after April 1 of any year, Company agrees to pay governmental
fees and make all governmental filings necessary to maintain the
unpatented mining claims for the assessment year commencing on
September 1 next following such notice of termination and(ii) if
Company terminates this Agreement on or before April 30 of any
year, Company shall remain obligated to comply with Section 4 for
the contract year ended June 30 of such year.
7
(2) By Claimholder.
In the event that (i) Company shall fail to pay any of its
monetary obligations under this Agreement when due and shall not
pay same within 14 days following notice thereof by Claimholder
or (ii) Company shall fail to perform any of its nonmonetary
obligations under this Agreement and shall not cure its failure
within 30 days following notice thereof by Claimholder (in each
case an "uncured default"), Claimholder may terminate this
Agreement upon three days written notice to Company. Termination
pursuant to this Section 6.A. (2) shall not excuse Company from
any of its obligations, which accrued prior to the date of
termination, and Claimholder shall retain all of its rights in
law or in equity with respect thereto.
B. Return of Data.
As soon as practicable upon the termination of this Agreement, Company
shall return to Claimholder copies of all title, environmental,
metallurgical, geological, geophysical, milling and other data
concerning the Property and furnished by Claimholder or previous
owners of the Property or their agents or consultants to Company. At
such time, Company shall also make available to Claimholder for
examination and copying all survey maps, drill hole logs, sample
locations and assays developed by Company with respect to the Property
during the term of this Agreement and not previously made available to
Claimholder and shall transfer custody to Claimholder of all drill
cores.
C. Release.
Upon termination of this Agreement, Company will promptly execute and
deliver to Claimholder appropriate documents of conveyance releasing
and conveying its interest in the Property to Claimholder as their
respective interests appear.
8
D. Surrender of Possession and Removal of Equipment.
Upon termination of this Agreement, Company shall surrender possession
of the Property, subject to the condition that Company shall have the
right at any time within one year (or such longer period as Company
can demonstrate is reasonably necessary) after such surrender or
termination of this Agreement to (i) complete any reclamation
obligations required of Company under this Agreement or by
governmental law or regulation and (ii) remove all of its tools,
equipment, machinery, supplies, fixtures, buildings, structures and
other property erected or placed on such property by Company,
excepting only timber, chutes and ladders in place for underground
entry and support. Title to such property not removed within the time
period set forth above shall, at the election of Claimholder, pass to
Claimholder. Alternatively, at the end of the time period set forth
above, Claimholder may remove any such property from the Property and
dispose of same in a commercially reasonable manner, all at the
expense of Company.
7. Transfer of Title.
Title to the unpatented mining claims included in the Property shall be
transferred to the Company only upon completion of each and every one of the
following conditions: (a) the completion of a "positive" feasibility study for
the Property, (b) the making of an affirmative production decision for the
Property by Company's and any parent corporation's Boards of Directors and (c)
presentation to Claimholder of evidence satisfactory to Claimholder that Company
has obtained the financing necessary to develop and operate the Property. Unless
there is an uncured default by the Company that is continuing, Claimholder shall
deliver to Company, within 5 (five) business days of the notice of satisfaction
of the conditions set forth in the previous sentence, a special warranty deed in
form satisfactory to Company transferring title to a 100% interest in the
Property, and reserving to Claimholder the net profits interest ("NPI") in
production from the Property and the net smelter returns royalty ("NSR"), each
as set forth in Section 8 below. Company shall promptly record said deed with
the Mohave County Recorder and with the Arizona State Office of the Bureau of
Land Management. It is acknowledged and agreed that it is presently the position
of the U.S. Bureau of Land Management (BLM) that 160 acre unpatented placer
mining claims must, prior to "discovery" (as that term is defined under the
Mining Act of 1872 and subsequent case law), be owned by at least 8 persons.
There are presently 8 owners of the 22 unpatented placer claims included in the
Oatman Gold Project. Accordingly, the parties anticipate that title will be
transferred under this Section 7 to 8 persons designated by the Company if at
the time of transfer if this is still the position of the BLM at the time of
transfer.
9
8. Claimholder NPI and NSR Royalty.
A. Claimholder NPI.
Claimholder reserves a 5% (Five percent) net profits interest ("NPI")
in the Property. For purposes of Claimholder's and Company's
respective NPI, "Net Profits" shall be calculated pursuant to
generally accepted accounting principles in the United States of
America, provided, however, that the calculation of net profits shall
not include any benefit or loss from price hedging and price
protection arrangements conducted by or on behalf of Company and,
provided, further, that Company shall be entitled to deduct from
revenues only the following percentages of total operating costs in
lieu of headquarters overhead and headquarters general and
administrative expenses: 3% during the development/construction stage
of operations and 1% during the mining and processing stage of
operations and, provided, further, that no deduction shall be made for
depletion or depreciation. Claimholder's NPI shall be a fully carried
interest, and Claimholder shall not be required to fund any expenses
relating to the Property or its exploration , development, production
or reclamation.
B. Net Smelter Returns Royalty.
In addition to Claimholder's NPI, Claimholder hereby reserves a net
smelter returns royalty ("NSR Royalty") for all commodities produced
from the Property. For purposes of this Agreement, the "net smelter
return" is defined as the amount of money which the smelter or
refinery, as the case may be, pays the Company for the commodity based
on the then current spot price of gold, with deductions for costs
associated with further processing but without deductions for taxes,
calculated on an FOB mine site basis. The NSR Royalty shall be payable
based on the following sliding scale, based on the spot price of gold
at the time of production:
Over $2,400 per ounce 8.0%
Over $2,100 but under $2,400 per ounce 7.0%
Over $1,800 but under $2,100 per ounce 6.0%
Over $1,500 but under $1,800 per ounce 5.0%
Over $1,200 but under $1,500 per ounce 4.0%
Over $900 but under $1,200 per ounce 3.0%
Over $600 but under $900 per ounce 2.0%
Under $600 per ounce 1.0%
C. Payable in Kind; Payable Quarterly.
Claimholder may elect to receive in kind its NPI or its NSR Royalty
(as described below). Both royalties shall be payable quarterly.
10
9. "Project Area" / Area of Interest.
If either party or if any affiliate of a party, or any officer, director,
employee, partner, member or agent thereof, now has or hereafter acquires any
property interest within the boundaries of Twp 18N Range 20W or Twp 19N Range
20W, GSRBM, Arizona, or within one mile of the perimeter of such boundaries (the
"Project Area"), such party shall give prompt notice to the other party and such
property interests shall, at the option of the other party, exercised within 45
days after notice of such acquisition by the acquiring party, become part of the
Property and become subject to this Agreement (the "Additional Property").
10. Cross - Indemnity.
Each party ("Indemnifying Party") agrees to defend, indemnify and hold harmless
the other party, its successors, affiliates, assigns, officers, directors and
employees, members, partners and agents ("Indemnitees") from and against any and
all claims, actions suits, losses, liabilities, damages, assessments, judgments,
costs and expenses, including reasonable attorney's fees, arising out of or
pertaining to (i) any breach by the indemnifying party of any representation,
warranty or obligation under this Agreement or (ii) any activities conducted by
the Indemnifying Party or its agents on the Property.
11. Assignment.
Neither party may assign its rights and obligations under this Agreement without
the prior written consent of the other party, which consent shall not be
unreasonably withheld, provided, however, that Claimholder may assign its
interest at any time after December 31, 2010 to a third party without the
consent of Company if such third party agrees to assume all of Claimholder's
obligations under this Agreement, and provided further that Company may assign
its interest to an affiliated company or a successor without the consent of
Claimholder, provided that the assignee agrees to assume all of Company's
obligations under this Agreement and has a tangible net worth no less than that
of Company prior to the assignment.
12. Governing Law. Consent to Jurisdiction.
This Agreement shall be governed by the laws of the State of Arizona, excluding
any conflicts of laws principles. Each party consents to the exclusive
jurisdiction and venue of the federal and state courts sitting in Mohave County,
Arizona, U.S.A. over any dispute, claim, lawsuit or proceeding arising from or
pertaining to this Agreement, and waives any argument that such courts are an
"inconvenient forum."
11
13. Affiliated Companies.
Each party shall take such actions as may be necessary to cause its affiliates
to comply with the obligations contemplated herein. "Affiliate" of a party means
any person, partnership, joint venture, corporation, or other form of enterprise
that directly or indirectly controls, is controlled by, or is under common
control with, the party.
14. Notices.
All notices required or permitted to be given hereunder shall be in writing and
shall be delivered to the parties by personal delivery, registered or certified
mail, facsimile transmission, or express delivery service at the addresses set
forth below, or to such other address as the parties may later designate by like
notice to each other:
Company:
ASPA GOLD CORP.
36101 Bob Hope Dr., Suite E5-238
Rancho Mirage, CA 92270 U.S.A.
BYS:
Backyard Stuff, Inc.
9212 Empire Rock Street
Las Vegas, NV 89143 U.S.A.
The Other Sellers
As set forth on Exhibit B
All notices required or permitted to be given hereunder shall be deemed to have
been given on the date of actual receipt.
15. Dollars.
All dollar ($) amounts used in this Agreement or any Exhibit or Schedule hereto
are U.S. $ Dollars.
12
16. Other Business Opportunities.
This Agreement is, and the rights of the parties are strictly limited to the
matters set forth herein. Subject to the provisions of Section 9 relating to
Additional Property in the Project Area, the parties shall have the free and
unrestricted right to independently engage in and receive the full benefits of
any and all business ventures of any sort whatever, whether or not competitive
with the matters contemplated hereby, without consulting the other or inviting
or allowing the other to participate therein.
17. Confidentiality.
Except as set forth in Section 20, the parties hereto agree to treat all data,
reports, records and other information developed under this Agreement and
applicable to the Property as confidential, and unless any party is required by
any law, rule, regulation or order to disclose any of such information, it shall
not be disclosed to any person other than consultants, contractors or potential
investors or assignees, without the written agreement of both parties, which
will not unreasonably be withheld.
18. Memorandum for Recording.
Promptly following execution and delivery of this Agreement, the parties shall
execute for recording purposes a Memorandum of Conditional Sale Contract,
setting forth the basic terms and conditions of this Agreement as necessitated
or permitted by Arizona law. Company shall promptly record this Memorandum with
the La Paz County Recorder.
19. Public Announcements.
Disclosure of information relating to this Agreement or the Property may be made
by either party if such information is required to be disclosed to any federal,
state, provincial or local government or appropriate agencies and departments
thereof or if such information is required by law, stock exchange rule or
regulation to be publicly announced. Otherwise, public announcements or reports
by either party of information relating to this Agreement or the Property shall
be made only on the basis of agreed texts upon the prior written consent of the
other party, which consent shall not unreasonably be withheld. Each of
Claimholder and Company accordingly agrees that it will, not less than
forty-eight hours in advance of making public any information referred to in the
preceding sentence, give the other party written notice of the text of the
proposed report and provide the non-disclosing party with the opportunity to
object to the form and content thereof before the same is issued. The
non-disclosing party shall respond within forty-eight hours of receipt of such
notice, or its silence will constitute a waiver of objection to the terms of the
proposed text.
13
20. Waiver; Amendment.
Any of the terms or conditions of this Agreement may be waived at any time by
the party which is entitled to the benefit thereof, but such waiver must be in
writing and signed by the party granting the waiver. No such waiver shall affect
or impair the right of the waiving party to require observance, performance or
satisfaction of any other term or condition thereof. Any of the terms or
provisions of this Agreement may be amended or modified at any time, but only in
a writing signed by each of the parties hereto.
21. Severability.
In the event that any one or more of the provisions contained in this Agreement
or in any other instrument or agreement contemplated hereby shall, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
of this Agreement or any such other instrument or agreement.
22. Attorney's Fees.
In the event of any controversy, claim or dispute between the parties hereto,
arising out of or pertaining to this Agreement or the breach thereof, the
prevailing party shall be entitled to recover from the losing party reasonable
expenses, attorney's fees and costs.
23. Further Assurances.
At the request of either party, the parties shall execute and deliver any
further instruments, agreements, documents or other papers reasonably requested
by either party to effect the purposes of this Agreement and the transactions
contemplated hereby.
24. Counterparts.
This Agreement may be executed in multiple counterparts, and all such
counterparts taken together shall be deemed to constitute one and the same
instrument.
25. No Brokers or Finders.
Each party represents and warrants to the other party that all negotiations
relative to this Agreement and the transactions contemplated hereby have been
carried on by it in such manner as not to give rise to any valid claim against
either party, or any third party, for a brokerage commission, finder's fee or
other fee or commission arising by reason of the transactions contemplated by
this Agreement.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.]
14
IN WITNESS WHEREOF, the parties hereto, through their duly authorized
representative, have executed and delivered this Agreement as of the day and
year first above written.
ASPA GOLD CORP., formerly known as
RENAISSANCE BIOENERGY, INC.
A Nevada corporation
By: /s/
-----------------------------------
Name: RONALD Y LOWENTHAL
Title: PRESIDENT & CEO
BACKYARD STUFF, INC.
An Arizona limited Liability Company
By: /s/
-----------------------------------
Authorized Agent
WIND POWER ENERGY INTERNATIONAL, LLC
An Arizona limited Liability Company
By: /s/
-----------------------------------
Authorized Agent
GOLDEN FUSION INVESTMENT LIMITED
By: /s/
-----------------------------------
Authorized Agent
15
Exhibit A
Oatman Project
San Francisco Mining District
Mohave County, Arizona
Central Claim Block
Patented Claims:
Mineral rights only: The Lexington, Boston, Alice, Happy New Year, Only Chance
and Big Johnnie Lode Mining Claims, in the San Francisco Mining District, being
shown on Mineral Survey No. 2775, on file in the Bureau of Land Management, as
granted by Patent recorded in Book 22 of Deeds, Page 332, records of Mohave
County, Arizona.
Mineral rights only: The Bunker Hill Lode Mining Claim, in the San Francisco
Mining District, being shown on Mineral Survey No. 3190, on file in the Bureau
of Land Management, as granted by Patent recorded in Book 25 of Deeds, Page 557,
records of Mohave County, Arizona.
Unpatented Claims:
Name AMC # Recording Info. Date Located Acreage
---- ----- --------------- ------------ -------
Big John Lode * AMC357922 Bk4480 Pg821 T19N R20W Secs 22,23 3/15/2003 20
BJ#1 ** AMC357923 Bk4480 Pg823 T19N R20W Secs 22,23,24 3/15/2003 156.6
BJ#2 ** AMC357924 Bk4480 Pg826 T19N R20W Sec 26 3/15/2003 157.5
BJ#3 ** AMC357925 Bk4480 Pg829 T19N R20W Sec 26 3/15/2003 160
Big John #4 ** AMC360061 Bk4813 Pg703 T19N R20W Sec 25 12/7/2003 120
Argo Lode * AMC360022 Bk4807 Pg100 T19N R20W Sec 24 12/7/2003 20
Big John #5 ** AMC360062 Bk4813 Pg706 T19N R20W Sec 24 12/7/2003 150
Big John #6 ** AMC360063 Bk4813 Pg709 T19N R20W Sec 25 12/7/2003 160
Southern Claim Block
Unpatented Claims:
Armil Lode * AMC360428 Bk4836 Pg672 T18N R20W Secs 4,9 1/4/2004 20
GQ#1 **AMC357926 Bk4480 Pg832 T18N R20W Secs 9, 10 3/15/2003 140
GQ#2 **AMC360429 Bk4826 Pg672 T18N R20W Secs 4,9 12/25/2003 160
GQ#3 **AMC360430 Bk4826 Pg158 T18N R20W Secs 10,15 12/25/2003 155
GQ#4 **AMC360431 Bk4836 Pg674 T18N R20W Secs 4,5 1/4/2004 160
GQ#5 **AMC361420 Bk4926 Pg309 T18N R20W Sec 4 3/6/2004 155
T19N R20W Secs 32, 33
GQ#6 **AMC361421 Bk4926 Pg312 T18N R20W Sec 4 3/6/2004 160
T19N R20W Sec 33
GQ#7 **AMC361422 Bk4926 Pg315 T18N R20W Secs3, 4 3/6/2004 160
T19N R20W Secs 33, 34
GQ#8 **AMC361423 Bk4926 Pg318 T18N R20W Sec 3 3/6/2004 159.37
T19N R20W Sec 34
GQ#9 **AMC361424 Bk4926 Pg321 T18N R20W Sec 2 3/6/2004 155
T19N R20W Sec 35
GQ#10 **AMC361514 Bk4926 Pg 324 T18N R20W Sec 4 3/6/2004 160
16
GQ#11 **AMC361515 Bk4926 Pg327 T18N R20W Sec 3, 4 3/6/2004 160
GQ#12 **AMC361516 Bk4926 Pg330 T18N R20W Secs 2,3 3/6/2004 160
GQ#13 **AMC361517 Bk4926 Pg333 T18N R20W Secs 2,3 3/6/2004 160
GQ#14 **AMC361518 Bk4926 Pg336 T18N R20W Secs 3,4 3/6/2004 160
GQ#15 **AMC361076 Bk4926 Pg339 T18N R20W Secs 3,4,9,10 3/6/2004 159
GQ#16 **AMC361077 Bk4926 Pg342 T18N R20W Sec 10 3/6/2004 160
Lazy Boy * AMC362675 Bk5201 Pg555 T18N R20W Sec 2 9/3/2004 20
T19N R20W Secs 34, 35
Peerless * AMC362682 Bk5201 Pg557 T19N R20W Sec34 9/3/2004 20
Paragon * AMC362681 Bk5201 Pg559 T18N R20W Sec 3 9/3/2004 20
United Oatman * AMC362683 Bk5201 Pg561 T18N R20W Sec 4 9/3/2004 20
T19N R20W Sec 33
Oatman Southern * AMC362680 Bk5201 Pg563 T18N R20W Sec 5 9/3/2004 20
Nellie May 1 * AMC362676 Bk5201 Pg565 T18N R20W Sec 5 9/3/2004 20
Nellie May 14 * AMC362677 Bk5201 Pg567 T18N R20W Sec 4 9/3/2004 20
Nellie May 20 * AMC362678 Bk5201 Pg569 T18N R20W Secs 4, 9 9/3/2004 20
Nellie May 39 * AMC362679 Bk5201 Pg571 T18N R20W Secs 3, 10 9/3/2004 16.3
Arataba #1 * AMC362672 Bk5201 Pg573 T18N R20W Secs 9, 10 9/3/2004 20
Arataba #2 * AMC362673 Bk5201 Pg575 T18N R20W Secs 10, 15 9/3/2004 20
Arataba #3 * AMC362674 Bk5201 Pg577 T18N R20W Secs 10, 15 9/3/2004 20
----------
* unpatented lode claim
** unpatented placer claim
17
Exhibit B
Sellers
Name and Address Number of Shares of Common Stock
---------------- --------------------------------
Backyard Stuff, Inc.* 10,000,000
9212 Empire Rock Street
Las Vegas, NV 89143
Wind Power Energy International, LLC* 10,000,000
9212 Empire Rock Street
Las Vegas, NV 89143
Golden Fusion Investment Limited 11,000,000
Suite # 789
33 Harbour Bay Shopping Plaza
Nassau
New Providence
BAHAMAS
----------
* Denotes Claimholder
1
