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rvie/l�� <br />MEMORANDUM OF AGREEMENT <br />RECEIVED <br />1C qu -l(1 <br />MAR 3 0 2012 <br />4' Division of Reclamation, <br />THIS AGREEMENT is entered into thisics day of March, 2012 by atil!PNIM8i?ttold <br />Hill Mines, Inc. (hereinafter "Successor Permittee"), and AGC Resources, LLC (hereinafter <br />"AGC Resources ") through Edward B. Cordes of Cordes & Company, Receiver ( "Transferor "): <br />WHEREAS, AGC Resources was the permitted operator under certain permits, <br />including: Colorado Division of Reclamation, Mining and Safety ID# (1) M- 1994 -117 regarding <br />the Gold Hill Mill; and (2) M- 1983 -141 regarding the Cash and Who DO Mines (hereinafter the <br />"Permits "); and, <br />WHEREAS, AGC Resources was the prospector under Notice of Intent to Prospect No. <br />P- 2010 -018 (the "NOI "); and, <br />WHEREAS, by the Judgment dated January 27, 2012, in the case of Gold Hill Mines, <br />Inc. v. AGC Resources, et al., 2011 CV 1105, Boulder County District Court, Gold Hill Mines, <br />Inc. was determined to be entitled to any Permits and bonds associated with the Permits in the <br />name.of AGC Resources, and Cordes & Company was appointed as receiver of AGC Resources <br />to accomplish said transfers; <br />NOW THEREFORE, in compliance with and under the authority of the above - referenced <br />Court Judgment and the Order Appointing Receiver dated March 9, 2012 in case number 2011 <br />CV 1105, Boulder County District Court (attached hereto as Exhibit A), it hereby agreed as <br />follows: <br />1. Successor Permittee agrees to file with the Mined Land Reclamation Board an <br />Application for Transfer of Mineral Permit and Succession of Operators regarding the above - <br />defined Permits within five (5) days of the execution of this Memorandum of Understanding, and <br />in conjunction therewith to file appropriate statements of Financial Warranty. <br />2. AGC Resources hereby conveys, transfers and assigns to Gold Hill Mines, Inc. all of <br />its right, title and interest to the Permits, subject to the determination of the Colorado Division of <br />Reclamation Mining and Safety ( "Division ") that such a transfer complies with applicable laws, <br />regulations, and Mined Land Reclamation Board policy. <br />3. It is understood that governing law and regulations do not allow the transfer of the <br />NOI, that Successor Permittee will not have the ability to prospect under the NOI, but that AGC <br />Resources hereby authorizes Successor Permittee to complete reclamation of the prospect on its <br />behalf. <br />4. AGC Resources hereby conveys, transfers and assigns to Gold Hill Mines, Inc. all of <br />its right, title and interest to the bonds associated with the Permits and the NOI ( "Bonds "), and <br />agrees that funds on deposit with the Division under the Permits and NOI may be transferred to <br />the Successor Permittee. The Bonds include: <br />1 <br />