RTOCKPURCI-IASEAGREEMENT (b) Within three days following delivery by Seller to Purchaser of the
<br /> Disclosure Schedule,as defined in Section 2.1,Purchaser shall pay to Seller Forty-Five
<br /> THIS STOCK PURCHASE AGREEMENT(this"Agreement")is made as of Septemher Thousand Dollars($45,000.00)by wire transfer pursuant to wi itten instructions provided
<br /> 21, 2011, by and between RVM HOLDINGS, LLC, a Colorado limited liability company by Seller in advance,such amount being non-refundable regardless ofwhether the Closing
<br /> ("Seller"), and SILVER STAR RESOURCES, LLC, a Colorado limited liability company is consummated.
<br /> ("Put chaser").
<br /> (c) At Closing,Purchaser shall pay to Seller Nine Million Nine Hundred Fifty
<br /> R E,C 1 T A 1, Thousand Dollars($9,950,000.00)(the"Closing Amount"),by wire transfer pursuant to
<br /> written instructions provided by Seller in advance provided that if the Existing Lease(as
<br /> A. Seller owns all of the issued and outstanding stock(the"Stock")of REVENUE- defined below)has not been terminated on or before the Closing Date(as defined below)
<br /> VIRGINIUS MINING CORP.,a Colorado corporation(the"Company"),as represented by share in accordance with Section 3.2(d), the amount paid by Purchaser at Closing shall be
<br /> certificates numbered one through seven,copies of which are attached as Schedule A; reduced by Two Hundred Fifty Thousand Dollars($250,000.00)and neither Seller nor
<br /> Company shall be deemed to be in breach of any provision of this Agreement as a result
<br /> B. The Company is the owner of that certain property commonly known as the of the failure to terminate the Existing Lease in accordance with Section 3.2(d),
<br /> Revenue Virginius Mine described in Schedule B(the"Property");
<br /> (d) On the third anniversary of the Closing Date, as hereinafter defined,
<br /> C. The Company is engaged in owning the Property and exploration and development Purchaser shall pay to Seller Two Million Dollars($2,000,000.00)(the"Seller Financed
<br /> of certain minerals located on the Property(collectively,the"Business");and Amount'),by wire transfer pursuant to written instructions provided by Seller in advance.
<br /> D. Purchaser desires to purchase the Stock of the Company,and Seller desires to sell 0) The Seller Financed Amount shall be secured by a first lien Deed of
<br /> such Stock to Purchaser,on the terms and subject to the conditions herein contained. 'Crust and Financing Statement ("Deed of Trust') on the Property and all gross
<br /> AGREEMENT revenues generated therefrom.
<br /> (ii) As soon as reasonably practicable after the Closing Date,Purchaser
<br /> Therefore,for good and valuable consideration,the receipt and sufficiency of which are
<br /> hereby acknowledged,the parties agree as follows: shall cause the Company to file and record with the Ouray County Clerk and
<br /> Recorder a properly executed Deed of Trust in the form as attached hereto as
<br /> ARTICLE I Schedule 1,2(d)(ii), to file a U C.C. financing statement with the Colorado
<br /> Secretary of State,and pay such fees to properly cause the Seller Financed Amount
<br /> Purchase and Sale of Sock Closing and Manner of Payment to be secured by a first security position on the Property and all gross revenues
<br /> generated therefrom.
<br /> 1.1 Agreement to Purchase and Sell Stock. On the terms and subject to the conditions (iii) Seller acknowledges that Purchaser may require external financing
<br /> contained in this Agreement,at the Closing(as defined below)Purchaser shall purchase from in order to explore,develop and operate a mine on the Property.Seller agrees to
<br /> Seller,and Seller shall sell to Purchaser,the Stock,free and clear of all options,proxies,voting subordinate its security intetest in the Property and the gross revenues generated
<br /> trusts,voting agreements,judgments,pledges,charges,escrows, rights of first refusal or first therefrom to a third party providing such external financing.
<br /> offer, mortgages, indentures, claims, transfer restrictions, liens,equities,security interests and
<br /> other encumbrances of every kind and nature whatsoever, whether arising by agreement, (e) From and after the Closing Date,Purchaser,its successors or assigns,or
<br /> operation oflaw or otherwise. any future lessee or owner of the Property(together herein refened to as the"Owner"),
<br /> shall pay to Seller or shall cause the Company to pay to Seller,two percent(2%)of the
<br /> 1,2 Purchase Price.As consideration for the Stock,Purchaser shall pay to Seller the amounts
<br /> set forth below the"Purchase Price" at such times and subject to such conditions as follows: Net Smelter Returns,as defined in Scheduled in attached hereto,generated from the
<br /> ( ) � sale or deemed sale of all Products,as defined in Schedule 1.2(e),mined and removed
<br /> (a) Upon execution of this Agreement, Purchaser shall pay to Seller Five from the Property("Production Payment#I"),until such Production Payment#1 paid to
<br /> Seller totals Nine Million Dollars ($9,000,000.00), subject to adjustment pursuant to
<br /> Thousand Dollars($5,000.00)by wire transfer pursuant to written instructions provided
<br /> by Seller in advance,such amount being non-refundable regardless of whether the Closing Section L2(g).
<br /> is consummated.
<br /> -2-
<br /> Exhibit 2 Exhibit 2
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