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TOLL MILLING AGREEMENT <br /> Salisbury Gladstone, LLC <br /> This Agreement is by and between and Salisbury Gladstone, LLC (hereafter referred to as "Processor"), <br /> located at 620 Stanley Rd., Idaho Springs, Colorado and the Customer who is identified below and in the <br /> Term Sheet. This Toll Milling Agreement is comprised of the following General Terms and Conditions <br /> ("General Terms"), a Term Sheet, and any addenda that become a part of it by agreement of the parties, <br /> and all such parts are collectively referred to as this "Agreement". <br /> General Terms and Conditions <br /> 1. Point of Feedstock Delivery. Processor agrees to transport at Customer's sole expense <br /> the tonnage of Feedstock stated in the Term Sheet to the Processing Facility on the date of delivery stated <br /> in the Term Sheet. Customer agrees to pay Processor the cost of transport to the Processing Facility as <br /> set forth in the Term Sheet. <br /> 2. Processing of Feedstock. Processor agrees to grind Customer's mineral-bearing <br /> feedstock (the "Feedstock") into concentrate ("Concentrate") by means of a semi-autogenous grinding <br /> (SAG)mill, and to separate the Concentrate from the tailings of the Feedstock (the "Byproduct") by means <br /> of shaker tables, and other mechanical and gravity processes, all of which is located at the Processor's <br /> address set forth above (the "Processing Facility"). Processor agrees to pay the Processing Fee set forth <br /> in the Term Sheet. Processor does not use any chemical process to extract,separate,or refine the minerals <br /> from the Feedstock. <br /> 3. Incorporation of Fee Schedule. Customer agrees to pay Processor the fees stated in the <br /> current fee schedule of Processor (the "Fee Schedule") at the times specified therein, which is posted at <br /> .corn and incorporated into this Agreement by this reference. Customer agrees to <br /> pay all Deposit amounts set forth in the Term Sheet before any Feedstock or other materials shall be <br /> delivered to the Processing Facility. Customer agrees to pay all Fees via wire transfer, unless otherwise <br /> agreed in writing by Processor. Processor's Fee Schedule may change from time to time without notice. It <br /> is the Customer's responsibility to know the Fees then in effect at the time of entering into this Agreement, <br /> and Customer should request a current Fee Schedule at the time of entering into this Agreement. The fees, <br /> costs, and other expenses incurred by Processor on behalf of Customer in accordance with the terms of <br /> this Agreement are sometimes referred to as the"Fees". Any Fees in the Term Sheet shown as"estimated" <br /> are merely estimates of the Fees, and Customer shall pay Processor the actual amount of the Fees when <br /> they become known. <br /> 4. Authorizations by Electronic Means. Various elections and decisions may need to be made <br /> by Customer and Processor during the milling process, and time is of the essence of Customer's <br /> performance of this Agreement. Customer must adopt and utilize a means of electronic authorizations or <br /> authentications (such as DocuSign® or other recognized electronic signature system) in order to make <br /> such elections and decisions during the milling process in a timely manner. Processor may rely upon any <br /> instructions, directions, elections, designations, or decisions of Customer and any amendments to or <br /> changes in the terms of this Agreement, the Term Sheet, or any addendum which contain Customer's <br /> electronic signature or other authorization or authentication or which originate from the email address of <br /> Customer stated in the Term Sheet, without liability or further inquiry. <br /> 5. Transport of Concentrate and Byproduct. Immediately after the completion of the <br /> processing of the Feedstock, the parties agree to the transport of the Concentrate to the refinery selected <br /> in the Term Sheet and transport of the Byproduct to one or more of the disposal sites stated in the Term <br /> Sheet. Processor will arrange for the transport of the Concentrate and Byproduct for the account of and at <br /> the sole expense of Customer, using carriers having all required licenses, approvals, and authorizations <br /> and acceptable to the Processor. Customer authorizes Processor to remove and dispose of the Byproduct <br /> as provided in the Term Sheet or in any other commercially reasonable manner without prior notice to <br /> Customer, and Processor shall be entitled to recover all costs incurred in such removal and disposal in <br /> addition to all other Fees of Processor. Because of the nature and character of the products being handled <br /> 1 <br />