Laserfiche WebLink
Y <br /> 4. Aurcana US Holdings Two Ltd. ("Aurcana Two" and,together with OSM,the <br /> "OSMParties") is the direct parent of OSM whose sole business is to serve as such parent <br /> holding company and is organized under the laws of Colorado with its principal place of <br /> business located at 1900 Main Street,Unit 1, Ouray, Co 81427. <br /> 5. OSM owns the historic Revenue-Virginius mine and mining complex("RV <br /> Mine"). The RV Mine is a fully-permitted silver mine located in Ouray and San Miguel <br /> Counties, Colorado. The RV Mine has produced over 26 million ounces of silver over its long <br /> history, along with by-products of lead,zinc and gold. OSM began operations in 2018 to restore <br /> production from the RV Mine. <br /> 6. OSM is the 100%owner of the RV Mine and any and all other mines and <br /> facilities located on or under the lands associated with the RV Mine as well as improvements <br /> thereon,pursuant to certain patented claims,unpatented claims, and certain surface rights. A <br /> listing of all of OSM's holdings is attached to the Motion as Exhibit 1 and incorporated by <br /> reference herein. <br /> 7. The RV Mine acts as collateral for a Mortgage, Security Agreement,Assignment <br /> of Production and Proceeds, Financing Statement and Fixture Filing(the"Mortgage") a copy of <br /> which is attached the Motion as Exhibit 2 and incorporated by reference herein. <br /> 8. Lender is the holder and owner of that certain Promissory Note, dated as of <br /> December 8, 2020, in the original principal amount of$28,000,000.00, executed by Aurcana <br /> Two, as "Borrower"(the "OSMNote"). A copy of the OSM Note is attached to the Motion as <br /> Exhibit 3 and incorporated by reference herein. <br /> 9. MEA is party to an ISDA Master Agreement governing certain derivative <br /> transactions (the"Derivative Transactions")that it entered into with Aurcana Two. The <br /> Derivative Transactions were terminated on March 10, 2022, crystalizing a liability to MIA <br /> which the parties acknowledged to be $18,283,950 as of the time of such termination. Since that <br /> time,not less than$321,892 in default interest has accrued, along with any other fees allowed <br /> under the governing documents. The obligations of the OSM Parties under the OSM Note and <br /> the Derivative Transactions are collectively referred to herein as the"Secured Obligations." <br /> 10. The OSM Note and the Derivative Transactions, in addition to being secured by <br /> the Mortgage, are also secured by a Pledge and Security Agreement and a Stock Power <br /> Certificate each dated December 8,2020. Copies of the Pledge and Security Agreement("PSA") <br /> and the Stock Power Certificate are attached to the Motion as Exhibit 4 and incorporated by <br /> reference herein. Pursuant to the PSA, a lien on the stock of OSM further secures the Lender <br /> Parties in respect of the Secured Obligations. <br /> 11. Pursuant to the Mortgage,Defendant granted to the Lender Parties a liens on the <br /> RV Mine,referred to as the "Collateral'in the Mortgage and specifically listed in the Motion. <br /> 12. According to the terms and provisions of the PSA,to further secure the <br /> indebtedness owing to the Lender Parties by the applicable Defendant under the OSM Note, <br /> OSM also assigned certain intangibles as specifically listed in the Motion(the "OSM <br /> Intangibles"and together with Collateral,the "OSM Collateral'). <br /> 2 <br /> USA.605462236.2/ZP9 <br />