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immediately available funds, in accordance with wire transfer instructions refundable in its entirety within(2)two business days of the date on which any
<br /> provided by the Receiver in writing: of such events occur.
<br /> (i)completion(including publication via a press release of a statement describing b. The Approval Period Expense Money net of Approval Period Expenses
<br /> mineral resources on the Purchased Assets or other type of technical report(the incurred prior to Closing (the resulting amount, the "Remaining Expense
<br /> "Technical Report") produced in connection with the Purchased Assets in Amount")will be forfeited to the Receiver only in the event that the Closing
<br /> compliance with National Instrument 43-101 - Standards of Disclosure jor does not occur by the Closing Date solely as a result of the failure by the
<br /> Mineral Projects as promulgated by the Canadian Securities Administrators;and Purchaser to perform any of its obligations hereunder. The forfeiture of the
<br /> Remaining Expense Amount and interest thereon in such circumstances to the
<br /> (ii)September 30,2024, Receiver shall be as liquidated damages, and not as a penalty and shall be the
<br /> Receiver's sole and exclusive remedy and recourse(whether at law,in equity,in
<br /> (with the payments set out in Section 5b 5c. and 5d. above, being once paid, non- contract, in tort or otherwise) in connection with the termination of this
<br /> refundable,and referred to,collectively,as the"Deferred Purchased Price") Agreement prior to Closing or any loss or other liability of any kind(including
<br /> e. The Purchase Price shall be allocated amongst the Purchased Assets in the any knowing or intentional breach)under or related to this Agreement,all other
<br /> agreements,documents and certificates contemplated hereby and the transaction
<br /> manner to be agreed by the Parties prior to Closing. contemplated hereunder in the event that the Closing does not occur, and the
<br /> 6. Early Payment Option. Notwithstanding the provisions of Section 5, Receiver shall not have any right to seek damages, recover expenses or other
<br /> following Closing,and at any time on or before May 24,2023, Purchaser may elect in equitable remedies, including specific performance, in the event of a breach of
<br /> its sole discretion and by providing 3 business days written notice to the Receiver,to this Agreement by the Purchaser prior to Closing.
<br /> pay in full the Deferred Purchase Price in advance,in which case,the obligation of c. In the event this Agreement has not been terminated and Closing does not
<br /> the Purchaser will be satisfied by payment to Receiver in immediately available funds occur on or before May 15, 2023, then should the Approval Period Expense
<br /> of the amount of$2,500,000. In such case,the total Purchase Price for the Purchased Money not be sufficient to cover all Approval Period Expenses, the Purchaser
<br /> Assets shall be reduced to Three Million Five-Hundred Thousand Dollars will fund such additional amounts (the "Additional Funding") reasonably
<br /> ($3,500,000)(i.e.$1 Million paid at Closing and$2,500,000 paid on or before May required by the Seller and approved by the Purchaser, in its sole discretion,to
<br /> 31,2023). cover all Approval Period Expenses up to Closing Any Additional Funding shall
<br /> not be applied against the Purchase Price, but shall be subject to refund under
<br /> 7. Security.As security for the payment and performance,when due,of the provisions of Section 8a.
<br /> Purchaser's obligation to pay the Deferred Purchase Price under this Agreement,
<br /> Colorado Silver Mines, LLC shall execute a promissory note in the original principal 9. Closing Documents. At Closing, the Parties shall deliver the following
<br /> balance of Three Million Three-Hundred Thousand Dollars(US$3,300,000),secured documents in form and substance reasonably acceptable to the other Party:
<br /> by a security agreement and two trust deeds as described in the Closing Documents,in
<br /> Section 9,below. i. A promissory note(the"Promissory Note")in the principal amount
<br /> of$3,300,000 in the form attached as Exhibit 4.
<br /> 8. Approval Period Expense Money.
<br /> ii. A Security Agreement to secure payment of the Promissory Note
<br /> a. The Parties agree that the Receiver shall be entitled to use the Approval and obligations described therein in the form attached as Exhibit 5. The
<br /> Period Expense Money to fund reasonable expenses of the Business and the lien shall be a first priority lien against all the personal property Purchased
<br /> Receivership Action for the period between mutual execution of this Agreement Assets of the Purchaser.
<br /> up to and including the Closing in accordance with the schedule and budget
<br /> prepared by the Receiver and attached as Exhibit 3 hereto(the"Approval Period iii. A Trust Deed to be recorded in the County of Ouray,Colorado to
<br /> Expenses").The Purchaser agrees that the Approval Period Expense Money and secure payment of the Promissory Note and obligations described therein
<br /> any Approval Period Expenses and Additional Funding incurred prior to Closing in the form attached as Exhibit 6. The lien created by the Trust Deed shall
<br /> will be non-refundable to the Purchaser without regard as to whether the Closing be first lien priority on the respective real estate.
<br /> occurs, unless the Receiver enters into an agreement for a transaction with
<br /> another party or breaches this Agreement, in which case the Approval Period iv. A Trust Deed to be recorded in the County of San Miguel,Colorado
<br /> Expense Money and Additional Funding (as defined below), if any, will be to secure payment of the Real Property Promissory Note and obligations
<br /> Exhibit 1 Exhibit 1
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