|
(f) From and after the date upon which the entire amount of Production samples,the Due Diligence Period will be extended for an additional 90 days after said vein is
<br /> Payment#1 has been paid,Purchaser shall pay to Seller,or shall cause the Company to accessed for the purpose of sampling and obtaining are samples,provided that the Due Diligence
<br /> pay to Seller,one percent(1%)of the Net Smelter Returns generated from the sale or shall not be extended longer than July 9,2012,248 days following the required delivery date of
<br /> deemed sale of all Products mined and removed from the Property,which sale or deemed the Disclosure Schedule to Purchaser putsuant to Section 2.1 and provided further that if Seller
<br /> sale occurs during a calendar month in which the Monthly Average Silver Price,as defined delivers the Disclosure Schedule to Purchaser priot to October 28,2011,the date beyond which
<br /> in Schedule 1.2(e),exceeds Sixty Dollars($60.00)("Production Payment#2"),until such the Due Diligence Period may not be extended shall be adjusted so that it shall occur the same
<br /> Production Payment#2 paid to Seller totals Nine Million Dollars($9,000,000.00),subject number of days prior to July 9,2012 as the number of days the Disclosure Schedule was delivered
<br /> to adjustment pursuant to Section 1.2(g). to Buyer prior to October 28,2011.In addition,during the Due Diligence Period,Purchaser may
<br /> conduct due diligence investigations concerning the Company's assets and liabilities,title to the
<br /> (g) The total amount of Production Payment#I shall be adjusted annually, Property,environmental conditions at or affecting the Property,and any other matter,and Seller
<br /> effective January I of each year, in accordance with the change during the preceding shall cooperate and shall cause the Company to cooperate with Purchaser in the conduct of such
<br /> calendar year in the United Slates Consumer Price Index as published in the Wall Street due diligence and provide to Purchaser access to all premises,properties and personnel of or
<br /> Journal("CPI"),provided that no adjustments shall be made to Production Payment#1 pertaining to the Business or the Company and access to or copies of any and all documents and
<br /> following the date on which Production Payment#1,as adjusted,has been paid in full.The records pertaining to any of the foregoing matters that are in Seller's or the Company's possession
<br /> total amount of Production Payment#2 shall be adjusted in each period in which payments or reasonably available to them.Seller understands and agrees that during the Due Diligence
<br /> in respect of Production Payment#2 are actually being made pursuant to Section 1.2(f) Period Purchaser will conduct wotk on the Property necessary to obtain geologic and other
<br /> above(each a"Production Payment#2 Period")as follows. Following each Production information required For its due diligence investigation,which may include, in addition to the
<br /> Payment#2 Period,the CPI published closest to the first day of the first calendar month of work referenced above,rehabilitation,excavation and development work at mine workings and
<br /> such Ptoduction Payment#2 Period shall be compared to the CPI published closest to the other areas on the Property.Seller hereby releases Purchaser from any and all liabilities or claims
<br /> for damage to or loss of,or costs to restore,repair or replace,the Property,the Revenue tunnel and
<br /> last day of the last calendar month of such Production Payment#2 Period,and the total
<br /> any mine workings,fixtures,equipment or personal property of Seller
<br /> amount of Production Payment #2 remaining to be paid following the end of such
<br /> Production Payment#2 Period will be adjusted by the difference between such two CPis. ARTICLE II
<br /> (h) For the avoidance of doubt,no interest shall be due and payable with respect
<br /> to the Closing Amount,the Seller Financed Amount,Production Payment#I or Production Representations and Warranties
<br /> Payment#2. 2.1 General Statement. The parties make the representations and warranties to each other
<br /> 1.3 Manner of Transfer of Stock. At the Closing, Seller shall deliver to Purchaser stock which are set forth in this Article 11.All such representations and warranties shall survive the
<br /> Closing(and none shall merge into any instrument of conveyance),regardless of any investigation
<br /> certificates for all of the Stock,duly endorsed by Seller,in favor ofPurchaser. or lack of investigation by any of the parties to this Agreement.No specific representation or
<br /> warranty shall limit the generality or applicability of a more general representation or warranty.
<br /> 1.4 Time and Place of Closiop. The transaction contemplated by this Agreement shall be
<br /> consummated(the"Closing")at 10:00 a.m,local time,at the offices of Silver Star Resources,1675 Representations and warren 1 ties of the parties are initially made as of the date hereof, and
<br /> Larimer Street,Suite 820,Denver CO 80202 on April 6,2012 or on such other date,or at such representations a Sc warranties of the Seiler are also made to Purchaser el er the date es delivery
<br /> P of the Disclosure Schedule(as defined below)to the Purchaser by the Seller.All representations
<br /> time or place,as shall be mutually agreed upon by the Seller and Purchaser in writing.The date on and warranties of Seller are made subject to the exceptions noted in the schedule to be delivered
<br /> which the Closing occurs in accordance with the preceding sentence is referred to in this by Seller to Purchaser on or before October 28,2011 and identified as the"Disclosure Schedule."
<br /> Agreement as the"Closing Date."if Seller delivers the Disclosure Schedule to Purchaser prior to Bach exception noted in the Disclosure Schedule shall be numbered to correspond to the applicable
<br /> October 28,20 11,the date by which such Disclosure Schedule trust be delivered as provided in paragraph of Section 2.3 to which such exception refers.Seller shall not be entitled to make any
<br /> Section 2.1,the Closing Date shall be adjusted so that it shall occur the same number of days prior changes to the Disclosure Schedule prior to the Closing Date unless Purchaser and Seller so agree
<br /> to April 6,2012 as the number of days the Disclosure Schedule was delivered to Buyer prior to in writing.The inclusion of any matter in any schedule to this Agreement shall be deemed to be
<br /> October 28,2011. an inclusion for each representation and warranty to which it is readily apparent that such matter
<br /> on its face reasonably relates,but inclusion therein shall expressly not be deemed to constitute an
<br /> 1.5 Due Diligence Period.The period between the date of this Agreement and the Closing admission by Seller or Purchaser or otherwise imply that any such matter is material or creates a
<br /> Date,as it may be extended pursuant to this Section 1.5,shall be referred to as the Due Diligence measure for, or further defines the meaning of, materiality and its correlative terms for the
<br /> Period.It is intended that during the Due Diligence Period the Purchaser shall gain access through purposes of this Agreement.Any capitalized term used and not defined in any Schedule shall have
<br /> surface drilling or by way of the Revenue tunnel,to the Revenue Virginius Vein for the purpose the same meaning assigned to such term herein.
<br /> of sampling the ore values in the vein.Should this period be inadequate to obtain such
<br /> -4-
<br /> Exhibit 2 Exhibit 2
<br /> Page 6 of 65 Page 7 of 65
<br />
|