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<br /> ASSET PURCHASE AGREEMENT 2. Asset Purchase/Limitation of Warranty and Damages. Subject to the terms
<br /> and conditions of this Agreement,Purchaser agrees to buy from Seller and Seller agrees
<br /> This Asset Purchase Agreement(this"Agreement'P))4ibilrtadblits g44hi6 Pad di&vt to sell to Purchaser, all of the Purchased Assets, but excluding for certainty the
<br /> April, 2023, by and between Colorado Silver Mines LLa is1'4iHed1It N1i" ftany Excluded Assets and the Excluded Obligations (as defined below). Subject to receipt
<br /> incorporated under the laws of the State of Colorado lie t"Vur"Raser 'W �1 p ( �, a w o ly- of the Confirmation Order, ownership in the Purchased Assets will be conveyed to
<br /> owned subsidiary of Silver X Mining Corp.,a company incorporated under the laws of Purchaser at Closing,free and clear of any Liens,other than Permitted Encumbrances.
<br /> the Province of British Columbia,Canada,and Alliance Management,LLC,as receiver Except as provided in the previous sentence, all Purchased Assets are conveyed"As
<br /> in the civil action styled Mercurio Investments US, Inc v Ouray Silver Mines, Inc., is/Where is"with all defects. Except as provided in this Section 2,no warranties are
<br /> Ouray County, Colorado Case No. 2022CV30006, (the "Seller" or"Receiver" of the made. Seller is not liable for any damages arising out of this Agreement whatsoever
<br /> Receivership Estate in the"Receivership Action" in the "District Court") and with On completion of Closing,Purchaser shall be deemed to have acknowledged that it has
<br /> each referred to singly as"Party"and together collectively referred to as"Parties"to had adequate opportunity to make any inspections of the Purchased Assets, and upon
<br /> set forth the agreement and terms agreed to between Seller and Purchaser herein. Closing, Purchaser shall be deemed to have accepted the condition of the Purchased
<br /> Assets.Purchaser further acknowledges and agrees that the Purchased Assets have been
<br /> RECITALS used for mining and may be contaminated with Hazardous Materials, and the Seller
<br /> confirms that it has made available to the Purchaser in writing all information in its
<br /> A. Receiver is the Court-appointed receiver for the assets, property and possession or knowledge that relates to Hazardous Materials and the Purchased Assets.
<br /> undertakings of Ouray Silver Mines,Inc.("OSM"or the"Business"). On July 7,2022, As used in this Agreement, "Environmental Law" means any and all federal, state,
<br /> the District Court ordered the Receiver to sell at auction the assets of OSM including local or municipal laws,rules,orders,regulations,or requirements of any governmental
<br /> the Revenue-Virginius silver mine and mining complex and all assets related thereto authority or requirements of law (including common law) relating to or imposing
<br /> (the"RV Mine")located in Ouray and San Miguel Counties,Colorado. liability or standards of conduct concerning the protection of the environment or natural
<br /> resources, or to releases or threatened releases of Hazardous Materials into the
<br /> B. The Receiver has agreed to sell the Purchased Assets (as such term is environment, and "Hazardous Materials" means any hazardous or toxic substances,
<br /> defined in Exhibit 1 hereto)to the Purchaser and Purchaser has agreed to purchase the materials or wastes, defined or regulated as such in or under any Environmental Law.
<br /> Purchased Assets. Except as otherwise specifically provided in this Agreement and in Sections 8 a and
<br /> 16.e, Purchaser's sole remedy for breach of this Agreement by Seller is to seek
<br /> C In accordance with the terms and conditions set forth in detail herein, rescission of this Agreement in District Court
<br /> Purchaser hereby agrees to buy the Purchased Assets from Seller,and Seller agrees to
<br /> sell the Purchased Assets to Purchaser. 3. Excluded Assets. Purchaser expressly understands and agrees that it is not
<br /> AGREEMENT purchasing or acquiring,and Seller is not selling or assigning,any assets or properties
<br /> of Seller or Seller's affiliates other than the Purchased Assets identified on Exhibit 1,
<br /> 1. Agreement Conditional upon Confirmation by the District Court. The closing and all such other assets and properties of Seller or Seller's affiliates, including the
<br /> ofthe transactions contemplated in this Agreement the"Closing"), Assets listed in Appendix 5 to Exhibit 1,shall be excluded from the Purchased Assets
<br /> p g ( g"),is conditional upon
<br /> the entry of an Order of the District Court, in form and substance satisfactory to the (collectively,the"Excluded Assets").
<br /> Purchaser (the "Confirmation Order"), approving this Agreement, authorizing and
<br /> confirming the transactions contemplated herein and vesting in and to the Purchaser all 4. Excluded Obligations.Other than the obligations assumed under the contracts
<br /> of OSM's rights,title and interest in and to the Purchased Assets,free and clear of any and other written agreements to which OSM or any of its affiliates is a party in
<br /> and all security interest, lien, claim, charge, reservation of ownership, pledge, connection with the Purchased Assets and the Business that are listed in Exhibit 2 that
<br /> encumbrance, mortgage, adverse claim or right of a third party of any nature or kind are to be assigned to Purchaser (the "Assigned Contracts") and obligations arising
<br /> whatsoever, royalty,agreement, (including,if the court a royalty in favour of under Environmental Laws, the Purchaser shall not assume, pay, satisfy, discharge,
<br /> g agrees,the y alt y RVM Holdings Royalty), option or privilege (whether by law, contract or otherwise) perform or fulfill and shall not be liable,directly or indirectly,or otherwise responsible
<br /> capable of becoming any of the foregoing (including any conditional sale or title for any debts,liabilities or other obligations or claims of any nature or kind(including
<br /> retention agreement, or any capital or financing lease) (collectively, the "Liens"), any cross-claim or counterclaim),actions,demands,investigations,choses in or cause
<br /> except for Permitted Encumbrances. Permitted Encumbrances are defined as of action, suits, defaults, assessments, litigation, third party actions, arbitral
<br /> easements, zoning, and any other similar recorded or unrecorded rights that run with proceedings or proceedings by or before any Person (collectively, "Claims")of OSM
<br /> the land or otherwise affects such Real Property and in each case which a court of equity or the Seller, including without limitation,the following(collectively,the"Excluded
<br /> lacks the power to expunge(collectively,"Permitted Encumbrances"). Obligations").
<br /> Exhibit 1 Exhibit 1
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