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i <br /> ' ! RECEIVE <br /> APR 2 5 2023 <br /> DIVI'SION OF RECLAMATION, <br /> MINING&SAFETY-MINERALS <br /> DISTRICT COURT,OURAY COUNTY, (u,m(,gyp. 3g97937i;0.t3 Alliance Management,LLC,as Receiver,by and through its attorneys Fairfield <br /> STATE OF COLORADO CAST NUMBER:2022Ct 30006 <br /> 541 4th Street and Woods,P.C.,hereby moves this Court to approve the Asset Purchase <br /> Ouray,Colorado 81427 <br /> Telephone:(970)325-4405 Agreement("APA") between the Receiver and the winning bidder at the auction and <br /> Plaintiffs: confirm the sale to the same,and as grounds therefore states as follows: <br /> Mercuria Investments US,Inc;Mercuria Energy <br /> America,LLC, Certificate of Conferral Pursuant to Rule 121: Undersigned counsel has conferred with <br /> V. <br /> Defendants: parties to the action. Plaintiffs are aware of the sale process and are supportive of a <br /> Ouray Silver Mines,Inc.;Aurcana US Holdings sale,and the Receiver expects Plaintiffs will also support the terms of the APA,but <br /> Two Ltd, <br /> owing to timing factors such consent has not been obtained as of the filing of this <br /> and <br /> Motion. Undersigned counsel has not conferred with all possible stake holders(such as <br /> Plaintiff: <br /> claimants). <br /> Wagner Equipment Co.a/d/b/a Wagner Rents, <br /> Inc., 1 The Receiver was appointed on July 7,2022 to take possession and control of the <br /> V. <br /> Defendants: assets described in the order of appointment,referred to therein as the"OSM Collateral.". <br /> Ouray Silver Mines,Inc., Brahma Group,Inc.; <br /> Western Refractory Construction Incorporated; Among other powers,the Receiver was authorized to sell"substantially all of the OSM <br /> Mercuria Investments US,Inc. ♦COURT USE ONLY <br /> Collateral"upon further order of the Court. Receiver Order. <br /> Attorneys for Receiver,Alliance Management, <br /> LLC: Case Number: 2022C V030006 2. In the course of carrying out its duties,the Receiver organized the assets for sale, <br /> John M.Tanner,#16233 <br /> Craig D.Joyce,#10556 (2021 CI'0300[3 and and retained a financial advisor.Three Keys Capital Advisors,that specializes in the sale of <br /> Fairfield and Woods,P.C. 2022C['030002 Consolidated <br /> 1801 California Street,Suite 2600 into 2022CT'030006) mining assets. The Receiver conducted a robust sale process that concluded in March,2023 The <br /> Denver,Colorado 80202 Receiver and its advisors contacted over 110 potentially interested parties,established an <br /> Telephone (303)830-2400 Division: 4 P Y <br /> Facsimile: (303)830-1033 electronic data room for inspection and diligence,a proposed form of asset purchase agreement <br /> Email: jtanner(a fwlaw.com; cJoyceCwfwlaw.com <br /> MOTION FOR ORDER APPROVING ASSET PURCHASE AGREEMENT AND as a template,and received 19 indications of interest sufficient for the party to sign a non- <br /> CONFIRMING SALE TO WINNING BIDDER FREE AND CLEAR OF disclosure agreement. Several potential purchasers provided letters of intent or forms of bid <br /> CLAIMS,LIENS, ENCUMBRANCES,AND ROYALTY INTERESTS <br /> 3. The bid from SilverX Mining Corp.was the highest and best offer received. The <br />