2022-02-09_PERMIT FILE - M2021046 (3)

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MEMORANDUM OF AGREEMENT NOTICE IS HEREBY GIVEN that an Agreement("Agreement") was entered into by and between Mary Louise Adamic, an unmarried woman, whose address is 860 Chantilly Lane, Idaho Falls, Idaho, 83402, USA, (the "Grantor"), and Zephyr Gold USA Ltd., a Colorado corporation doing business at 402 Valley Road, Suite E, Canon City, CO 81212 (the "Grantee"). 1. PropeM. The real property that is the subject of the Agreement ("Property") is described as: the "Fremont Placer" patented mining claim, Mineral entry 2002, further described as the S W 1/4NW 1/4 of Section 13; SE 1/4NE 1/4 and Lots 8 and 9 of Section 14 in Township 19 South, Range 71 West of the Sixth Principal Meridian, containing 144.39 acres, more or less; and the "Harris Tract,"further described as a parcel located in the Nl/2SE1/4 of Section 14 in Township 19 South, Range 71 West of the Sixth Principal Meridian, containing 40 acres, more or less; 2. Rights. Under the Agreement, Grantor has granted and does hereby grant to Grantee the exclusive right to enter, use, disturb, make improvements to and construct roads on the Property to support its mining activities on the Property and in the vicinity and to transport across the Property minerals, mining equipment, personnel, supplies and any and all other things necessary in connection with its mining activities from other lands,together with certain other rights. 3. Term. The term of the Agreement shall commence on the Effective Date and shall continue in full force and effect for a primary term of twenty (20) years, unless terminated or extended as provided in the Agreement. 4. Incorporation. The other provisions of the Agreement are incorporated herein by reference. 5. Defined Terms. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement. (Signature Pages Follow) 11