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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 <br /> Page 4 of 65 Page 5 of 65 <br />