E CH O DAY MINES, INC.

CHANGED ITS CORPORATE NAME TO

ALTA GOLD COMPANY

(ALL CORRESPONDENCE, DOCUMENTS, FILES, ETC., SHOULD NOW REFLECT THE NEW CORPORATE NAME) . ESCROW AGREEMENT

This Escrow agreement has been made as of the 19th day of November, 1985, between:

STANDARD METALS CORPORATION, a corporation incorporated under the laws of the State of Delaware, and the debtor in possession in a reorganization now pending before the United States Bankruptcy Court for the District of Colorado (hereinafter called "SMC")? and

ECHO BAY INC., a corporation incorporated under the laws of the State.of Delaware, with its principal place of business in Denver, Colorado (hereinafter called "Echo B a y"); and

CANADIAN IMPERIAL BANK OF COMMERCE, whose address is Suite 5670, 600 Grant Street, Pittsburg, Pennsylvania 15219 (hereinafter "CIBC").

WHEREAS, SMC and Echo Bay have entered into an Asset Sale and Purchase Agreement as of the 19th day of November, 1985 (hereinafter "Agreement") whereby SMC has agreed to sell and Echo Bay has agreed to purchase certain assets of SMC (hereinafter the "Assets"); and WHEREAS, CIBC has issued certain Letters of Credit on behalf of SMC in a total amount, including fees, of $458 ,250 .06 ? and

WHEREAS, the said Letters of Credit cannot be released except upon order of the Colorado Mined Land Reclamation Board, which Board has its next scheduled meeting on November 25, 1985? and WHEREAS, Echo Bay, through Sunnyside Gold Corporation, will post a Letter of Credit in an amount equal to the principal amount of the Letter of Credit presently issued by CIBC on behalf of SMC, which Letter of Credit by Echo Bay shall; replace the CIBC Letters of Credit? and WHEREAS, CIBC has agreed to release certain mortgages and other liens which encumber the Assets which in exchange for certain consideration and in exchange for the establishment of an escrow account into which the amount of $458,250.06 shall be paid. NOW, THEREFORE, SMC, CIBC and Echo Bay agree as follows: 1. Echo Bay shall cause the sum of $458,250.06 to be paid into an interest bearing account at the United Bank of Denver immediately upon execution of this Escrow Agreement,

2. The^&a^^mount of ■ Ofr, plus accrued interest, less any issuance fee accruing after November 19, 1985 owed to CIBC shall be released and paid to Standard Metals) Corporation immediately upon confirmation by CIBC to Echo Bay of the fact that the CIBC Letters of Credit posted for the benefit of SMC have been released by the Colorado Mined Land Reclamation Board. Issuance fees owed to CIBC accruing after November 19, 1985 shall be first paid to CIBC out of the account before any sums are released to SMC.

3. In the event dispute exists with regard to the payment of the said $jriffij250 . 0 6^ Echo Bay shall, within five days of receipt of notice of the said dispute, commence an interpleader action in the United States District Courts for the District of Colorado and pay the said amount of $458">250 .'OS',00 C plus accrued interest, into the Registry of the said Court.

4. Upon either release of the funds to SMC pursuant to paragraph 2 above, or upon commencement of the said interpleader action, Echo Bay shall be discharged from all obligations hereunder and any claims in relation thereto.

5. This Escrow Agreement shall be construed in accordance with the laws of the State of Colorado. Dated this 19th day of November, 1985.

ECHO BAY INC. ATTEST:

ATTEST:

CANADIAN IMPERIAL BANK OF COMMERCE ATTEST ) ss CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before^ me this day of , 1985 , by A z h as vice President, and attested to by f on behalf of Echo Bay Inc.

Notary Public My commission expires: n / l i f t *

STATE OF COLORADO ) ss. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this /ftV day of y U h ) . 1985 , by f id / as President, and attested to by C h ^ K icJb'** on behalf of Standard Metals Corporation.

Notary Public

My commission expires: n h l u

STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this ______day of ______, 1985 , by ______as ___ 9 and attested to by on behalf of Canadian Imperial Bank of Commerce

Notary Public

My commission expires: COMPLETE RELEASE AND TERMINATION STATEMENT

THIS COMPLETE RELEASE AND TERMINATION STATEMENT

("Release")/ dated effective as of November 19, 1985, is from CANADIAN IMPERIAL BANK OF COMMERCE ("CIBC"), whose address is

Suite 5670, 600 Grand Street, Pittsburg, Pennsylvania 15219 and

Suite 2900, 555 Seventeenth Street, Denver, Colorado 80202, to STANDARD METALS CORPORATION ("Standard"), whose address is 645 Fifth Avenue, New York, New York 10022.

Recitals

A. By Mortgage, Security Agreement and Financing Statement dated November 30, 1981, recorded December 4, 1981, in Book 222 at Page 587 of the records of San Juan County, Colorado (the "First Mortgage"), as amended by First Amendment to Loan Agreement dated February 23, 1983 (the "First

Amendment")/ Standard granted to CIBC a lien and security interest in certain real and personal properties in San Juan

County, Colorado and other counties (the "Mortgaged Property").

B. By Mortgage, Security Agreement and Financing Statement dated April 30, 1984 (the "Second Mortgage"), recorded May 4, 1984, in Book 226 at Page 439 of the records of

San Juan County, Colorado, Standard granted to CIBC a lien and security interest on the Mortgaged Property and other properties (collectively referred to as the "Mortgaged Property"). / ' ' C. A Financing Statement was filed in the Uniform

Commercial Code records in the Office of the Secretary of State

for the First Mortgage on December 3, 1981, in File No. 526722.

D. A Financing Statement was filed in the Uniform Commercial Code records in the Office of the Secretary of State

for the Second Mortgage on May 2, 1984, in File No. 706688,

E. A Financing Statement was filed with the Clerk and Recorder's Office of San Juan County, Colordao for the

Second Mortgage on May 4, 1984, in File No. 916 A, B andC.

F. CIBC desires to release all of the Mortgaged Property from the terms and provisions of the First Mortgage, as amended, and the Second Mortgage.

Complete Release

In the consideration of $10.00, satisfaction of the indebtedness of the First Mortgage, as amended, and the Second Mortgage, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CIBC hereby completely terminates, releases, discharges and quit claims to Standard, its successors and assigns forever, all of the right, title and interest that CIBC may have, or to which

CIBC may be entitled by virtue of the First Mortgage, as amended, the Second Mortgage, the Financing Statements and all other amendments or supplements to them, if any, in and to the

property covered by or referenced in the First Mortgage, as

amended, the Second Mortgage and any amendments thereto, without recourse or warranty, and any and all Financing Statements filed pursuant thereto, both with respect to all land and property pledged as security thereunder, and the undersigned does hereby declare that this Release terminates, releases and discharges all liens, encumbrances and security interests created by the First Mortgage, as amended, the Second Mortgage, the Financing Statements and other amendments or supplements of the said documents, and that CIBC no longer claims a security interest in the collateral described in the First Mürtgage, as amended, the Second Mortgage, the Financing Statements and any amendments or supplements thereto.

Executed to be effective as of November 19, 1985

CANADIAN IMPERIAL BANK OF COMMERCE

By: Title ;S,p, STATE s s . COUNTY OF

The foregoing instrument was ac] »fore me th^s day 1985, by as of Canadian Imperial. Bank of ' Commerce on behaJff of the B a n k .

My commission expires: 4 o l l a n d a r t W AS H INGTON, O. C. OFFICE H & H ASPEN OFFICE ATTORNEYS AT LAW SUITE ISOO 6 00 EAST MAIN STREET 1675 EYE STREET, N. W. ASPEN, COLORADO 61611 WASHINGTON, D- C. 2000S SUITE 2900 TELEPHONE (303) 925-3476 TELEPHONE (202) 468-73«0 TELECOPIER (202) 460-7384 555 SEVENTEENTH STREET DENVER,COLORADO WYOMING OFFICE MAILING ADDRESS MONTANA OFFICE S U IT E 3 0 0 2020 CAREY AVENUE P. O. B O X 8 7 4 9 SUITE 1400 CHEYENNE,WYOMING 62001 DENVER,COLORADO BO20I 173 NORTH 27TH STREET TELEPHONE (307> 632-2160 BILLINGS, MONTANA S9I0I TELEPHONE 003) 295-6000 TELECOPIER (307) 776-BI7S TELEPHONE (406) 252-2166 TELECOPIER (303) 293-3261 TELECOPIER (406) 252-1069 TWX 910-931*0566 S. E. DENVER OFFICE CABLE HOLHART J A C K L. S M IT H SUITE I2S0 7667 EAST BELLEVIEW AVENUE (303) 205*824© ENGLEWOOD, COLORADO 60111 TELEPHONE (303) 741-1226

November 18, 1985

Chris Richardson, Esq. Davis, Graham & Stubbs Suite 4700 350 Seventeenth Street Denver, Colorado 80202

Phil Barber, Esq. Suite 1100 1700 Broadway Denver, Colorado 80290 Gentlemen:

Enclosed are the payoff figures on CIBCfs pre- and post­ petition loans. Very truly yours.

of HOLLAND & HART

J L S :rys Enclosure Pre-Petition

principal $ 5,450,000.00 interest to Nov. 19, 1985 $ 1,195,480.60 - per diem (assuming no change in prime, currently 9 1/2%) is $1,642.47 - interest calculated on 365 day basis at prime plus 1 1 / 2 %, Libor + 2% calculated on 360-day basis - interest last on prime loan January 31, 1984 - interest last paid on LIBOR February 20, 1984

Post-Petition

- principal $ 2,543,305.35 - interest to Nov. 19, 1985 $ 238,468.11 - per diem (assuming no change in prime, currently 9 1/2%) is $847.77 - interest calculated on 360-day basis at prime plus 2 1 / 2 %, - interest last paid January 31, 1985

Letter of Credit

- Balance $ 447,543.00 - fee to Nov. 19, 1985 $ 10,707.06 - fee per diem $15.54 (1 1/4% per annum on face amount) - fees paid to December 31, 1983

TOTAL STANDARD METALS CORPORATION DEBTOR-IN-POSSESSION LOAN

ADVANCES

May 1, 1984 ......

This amount is comprised of defaulted royalties $750,000), settled royalties for the 2nd quarter of 1983 ($680,000) past due p ro v is io n a l r o y a ltie s ($115,000) past due property taxes ($150,000) and royalties for the 3rd quarter of 1983 ($300/350,000).

June 25, 1984 ...... J u ly 11, 1984 ...... $ 227,230.41

D a vis, Graham & Stubbs l e t t e r dated June 4, 1984 requesting disbursement of $227,230.41, $185,072.30 due to Washington Mining Co. for royalties, $42,158.11 for royalties due under the Belle Creole lease. CIBC Denver paid Belle Creole royalties (see a tta c h e d ).

O ctober 31, 1984 ...... O ctober 31, 1984 ...... $ 191,248.47

Telex to Pittsburgh authorizing advance of $134,149.29 to be wired to First Interstate Bank of Utah to credit Washington Mining Co., $57,099.18 wired to our imprest account at United Bank of Denver. We issued checks for royalty payments to Belle Creole leaseholders (copies attached).

A p r il 1, 1985 ......

TOTAL ......

Payment wired directly to Johnston & Higgins for renewal of insurance coverage,

PAYMENTS OF PRINCIPAL

J u ly 1, 1984 ...... $ 91,044.68 August 2, 1984 ...... $ 92,877.64

The DIP loan was to be repaid in equal monthly installments over two years commencing 6/1/84 with final maturity at 5/1/86. The above two payments were th e o n ly payments made. Travel, Appraisal and Legal Expenses Paid by Denver Office

Travel & Appraisal Expenses

July 30, 1982 May 9, 1985 Dodds - Hebron to Silverton $ 238.37 Holland & Hart $ 12,047.53 (Airfare and Hotel) (Four statements)

July 29, 1982 May 28, 1985 D.J. Worth to Silverton $ 516-54 Holland & Hart 5,969.07

January 17, 1984 June 28, 1985 D-J. Worth to Silverton $ 894-00 Holland & Hart $ 2,273.60

May 16, 1984 September 19, 1985 Derry, Michener, Booth & $9,137.31 Holland & Hart $ 13,568.39 \, Wahl, RE: Sunnyside Mine Valuation

October 4, 1984 November 5, 1985 K.G. House & D.J. Worth $ 320.00 Holland & Hart $ 4,104.15 airfare to Durango

December 11, 1984 November 15, 1985 Derry, Michener, Booth & $ 560.10 Holland & Hart $ 7 ,767.28 Wahl, Re: Silverton Mine

February 20, 1985 SUBTOTAL $ 46,751.92 R. Dodds-Hebron Airfare to $ 150.00 Durango May 9, 1985 Derry, Michener, Booth & $ 509-46 Wahl, RE: Silverton Data Review Junen 28, 1985 \*Derry, Michener, Booth & $2,861.51 Wahl, RE: Court Case \ July 31, 1985 ^ Derry, Michener, Booth & $2,253.25 Wahl, Court Appearance

August 2, 1985 D.T. Norquay $ 535.63 Travel Expenses to Denver October 7, 1985 \ Derry, Michener, Booth & $2,140.66 Wahl, RE: Silverton Court Case November 12, 1985 Silverton Mine $1,360.04

SUBTOTAL TRAVEL & APPRAISAL EXPENSE $ 21,496.87

SUBTOTAL $ 68,248-79 Wire to Standard Metals Corp. in Durange, Colorado - Approved Additional Advance 128,000.00 Principal Advances Less Payments $2,347,506-56 c

£1 CASE NO. _ 8 4 B 00945 G !N R E ___ STANDARD METALS CORPQRATÏOI# D

(0 1 0 8 J9 ) Cf COLORADO APR I l f 1985 □ ADVERSARY NO. PLAINTIFF DEFENDANT

DOCKET ENTRY: Final hearing on Motion for Relief from Stay by the Canadian Imperial Bank of Commerce ^

ROLAND J . BRUMBAUGH PRESENT: HON. ..JUDGE PRESIDING Nancy Kahaner COURTROOM DEPUTY COURT REPORTER TRUSTEE . COUNSEL DEBTOR(S) COUNSEL 1. CREDITOR COUNSEL 2. CREDITOR COUNSEL 3. pUWtflPF COUNSEL 4. DEFENDANT c o u n s el iiLiini'imii mmm PROCEEDINGS: - CONVENEDAT: CONCLUDED AT: □ APPEARANCES MADE, ARGUMENTS PRESENTED. □ ORAL FINDINGS AND CONCLUSIONS MADE OF RECORD. □ HEARING HELD PURSUANT TO 11 USC 524(D). ADVISEMENT OF DISCHARGE AND INFORMATION REGARDING AGREEMENTS MADE PURSUANTTO 11 USC 524(C) GIVEN AS REQUIRED. □ REAFFIRMATION OF DEBTTO:______□ APPROVED, □ DISAPPROVED ------!------□ APPROVED, □ DISAPPROVED .□APPROVED, □ DISAPPROVED J&WITNESSES SWORN. □ SEE ATTACHED LIST. J^EXHIBITS ENTERED. J^ S E E ATTACHED LIST. a — ______:______

ORDERS: -I V &MOTION □ GRANTED, ^DENIED. W |( □ RELIEF SOUGHT IN COMPLAINT □ GRANTED.” □ DEFIED, DEFAULT. □ COMPLAINT DISMISSED. □ MATTERTAKEN UNDER ADVISEMENT, □ FORMAL ORDER OR JUDGMENT TO ENTER. □ CONFIRMATION OF PLAN □ GRANTED, □ DENIED. □ ______n

CONTINUEDTO .AT. FOR ______

INITIALS.

FORM NO. B-49 (Rev. 7/81) f : O S: C L ti D UNITED STATES BANKRUPTCY COURT DISTRICT O fC giOBADO

IN THE UNITED STATES BANKRUPTCY COURT 141985 FOR THE DISTRICT OF COLORADO r, ,, DPiADFGJiD L fcQUOT, C!w!{

In re: ) " BShitT clerk ) STANDARD METALS CORPORATION, ) Case No. 84 B 00945 G ) Debtor. )

OBJECTION OF CANADIAN IMPERIAL BANK OF COMMERCE TO DEBTOR'S FIRST AMENDED PLAN OF REORGANIZATION

Canadian Imperial Bank of Commerce ("CIBC"), by and through its attorneys, Holland & Hart, objects to confirmation of the Debtor's First Amended Plan of Reorganization as fol­ lows :

1. The Debtor's Plan is not feasible, and is likely to be followed by liquidation or the need for further financial reorganization not proposed in the Plan, thereby failing to meet the requirement of 11 U.S.C. § 1129(a)(11). The Debtor's Plan is based upon no firm commitment or contract with the entities that are to provide the necessary funding. The Plan is entirely dependent upon such financing, and yet the Debtor has offered no assurance that it will be forthcoming. The financing proposal attached to the Disclosure Statement, in addition to specifically disclaiming that it is a commitment, contains many conditions that may or may not be met. In addi­ tion to the conditions stated in the funding proposal, CIBC is informed that consummation of the funding is contingent upon the market price of gold reaching $325 per ounce, which is greater than the present level (approximately $314 as of June 14, 1985). With such substantial and unrealistic condi­ tions, the funding proposal upon which the Plan is based pro­ vides no assurance that the Debtor's Plan is feasible and is not likely to be followed by liquidation or the need for fur­ ther reorganization.

2. For the same reasons set forth in paragraph 1 the Debtor's Plan does not provide adequate means for the Plan's execution, as required by 11 U.S.C. § 1123(a)(5). Therefore, the Plan fails to comply with the applicable provi­ sions of the Code and fails to satisfy the requirement of 11 U.S.C. § 1129(a)(1).

3. CIBC makes this objection as an objection to the feasibility of the Plan and the ability of the Debtor to consummate the Plan. CIBC does not object to the proposed treatment of its claims under the Plan, which would pay CIBC in n

full on the effective date. CIBC submits, however, that the Plan should not be confirmed unless the Debtor demonstrates at the confirmation hearing that the Plan can and will be timely consummated.

DATED: June 14, 1985.

Respectfully submitted, HOLLAND & HART

/ty&ck c. Smith (yMorris B. Hecox, Jr. Suite 2900 555 Seventeenth Street Post Office Box 8749 Denver, Colorado 80201 Telephone: (303) 295-8000

ATTORNEYS FOR CANADIAN IMPERIAL BANK OF COMMERCE W V/ 1 UNITED STATE BANKRUPTCY COURT ___ Ü IS T n iü T or COLORADO JUN 141935 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF COLORADO dnAiVCi.JJ i- fcyU'OM, Qaik

C-?:,'UT‘/ CLBIMC In re: ) ) STANDARD METALS CORPORATION, ) Case No. 84 B 00945 G ) Debtor. )

OBJECTION OF CANADIAN IMPERIAL BANK OF COMMERCE TO SECOND AMENDED PLAN OF REORGANIZATION SUBMITTED BY CREDITORS COMMITTEE

Canadian Imperial Bank of Commerce (•"CIBC,I)/ by and through its attorneys, Holland & Hart, objects to confirmation of the Second Amended Plan of Reorganization Submitted by Cred­ itors Committee ("Committee Plan") as follows:

1. The Committee Plan fails to meet the requirement of 11 U.S.C. § 1129(a)(9)(A), in that it does not provide for payment on the effective date of the Plan of CIBC's Class 4 claim, which; in addition to being secured, is a priority claim under 11 U.S.C. § 507(a)(1). CIBC's Class 4 claim is the amount due CIBC on its post-petition loan to the Debtor, which was approved by Court Order of April 27, 1984. That Order pro­ vided that the loan would be secured by a senior lien and "shall be afforded a priority over all administrative expenses herein, all as provided in 11 U.S.C. § 364(c)(1) and (d)(1)." Thus, under 11 U.S.C. § 364(b) and (c)(1), the Class 4 claim is a superpriority administrative expense, required to be paid on the effective date. CIBC consents to no other treatment of that claim.

2. The Committee Plan fails to meet the require­ ments of 11 U.S.C. § 1129(a)(8), (b)(1) and (b)(2)(A), in that CIBC does not consent to the Plan and the Plan is not fair and equitable with respect to CIBC's claims. The Committee Plan provides for payment of CIBC's Class 4 and 5 secured claims only if the trustee is successful in selling the property. The Committee Plan does not and cannot provide any assurance that the property will be sold and such payments will be made. Thus, the Plan does not provide that CIBC will receive deferred cash payments totalling at least the allowed amount of CIBC's claims, of a value as of the effective date of CIBC's interest in the debtor's property, as required by 11 U.S.C. § 1129(b)(2)(A)(i)(II). Likewise, the Plan does not provide for CIBC to realize the indubitable equivalent of its claim under 11 U.S.C. § 1129(b)(2)(A)(iii). The Plan, while not c assuring any payment, would continue the automatic stay against CIBC's enforcement of its claims for one year after the Effec­ tive Date of the Plan, which is to be 45 days after the Court's approval of a trustee. Selection of a trustee may take up to 30 days after confirmation, and obtaining Court approval could take additional time. Thus, from the time of the entry of an order of confirmation (which could occur some time after the confiramtion hearing itself), CIBC could be forced to wait at least one year and 75 days before even beginning its judicial foreclosure process (public trustee foreclosure is not avail­ able under the loan documents). The Plan would impose this lengthy delay on CIBC with no assurance of payment, no means of providing adequate protection, and no assurance that the value of the collateral would remain sufficient to cover CIBC’s claims. Such treatment cannot reasonably be deemed the indubitable equivalent of CIBC's claims. Finally, because neither subsection (i) or (iii) of § 1129(b)(2)(A) can be satisfied, and because no sale is assured, subsection (ii) cannot be satisfied.

3. The Committee Plan is not feasible and is likely to be followed by liquidation or the need for further financial reorganization not proposed in the Plan, thereby failing to meet the requirement of 11 U.S.C. § 1129(a)(ll). The Plan pro­ vides no assurance of sale of the estate's property, and, because it provides only for the lifting of the stay in the event payment of CIBC is not made within a certain time, it does not provide for the liquidation or further reorganization that will be required in the absence of a sale.

4. For the same reasons set forth in paragraphs 2 and 3 above, the Committee Plan does not provide adequate means for its execution, as required by 11 U.S.C. § 1123(a)(5). Therefore, the Plan fails to comply with the applicable provi­ sions of the Code and fails to satisfy the requirement of 1%. U.S.C. § 1129(a)(1). r

Respectfully submitted, HOLLAND & HART

Suite 2900 555 Seventeenth Street Post Office Box 8749 Denver, Colorado 80201 Telephone: (303) 295-8000 ATTORNEYS FOR CANADIAN IMPERIAL BANK OF COMMERCE I hereby certify that on this 14th day of June, 1985, I mailed a true and correct copy of the foregoing OBJECTION OF CANADIAN IMPERIAL BANK OF COMMERCE TO SECOND AMENDED PLAN OF REORGANISATION SUBMITTED BY CREDITORS COMMITTEE by placing a copy thereof in the United States mail, postage prepaid, addressed to the following:

Charles E. Matheson, Esq. Fairfield & Woods Suite 600 950 17th Street Denver, Colorado 80202 Glen E. Keller, Jr., Esq. Davis, Graham & Stubbs 2600 Colorado National Bank Building 950 Seventeenth Street Denver, Colorado 80202 Morris B. Hoffman, Esq. Mosley, Wells & Johnson, P.C. Suite 1120 1600 Broadway Denver, Colorado 80202 Cleary, Gottlieb, Steen &. Hamilton Attention: Jonathan I. Blackman One State Street Plaza New York, New York 10004 John Richards Lee Patrick T. Canning Securities and Exchange Commission Room 1204 219 South Dearborn Chicago, Illinois 60610 Michael A. Berman Office of the General Counsel Securities & Exchange Commission 450 5th Street, N.W. Washington, D.C. 20549 Deborah Freis Shpall, Esq. H. Thomas Coghill, Esq. Coghill & Goodspeed, .C. Suite 1430 1600 Broadway Denver, Colorado 80202

Richard L. Bond, Esq. Stewart D. Aaron, Esq. Dorsey & Whitney 350 Park Avenue New York, New York 10022 Michael E. Romero, Esq. Isaacson, Rosenbaum & Freidman Suite 2300 633 Seventeenth Street Denver, Colorado 80202 Lawrence J. Lepidi, Esq. Joy Mfg. Co. Law Department 301 Grant Street Pittsburgh, Pennsylvania 15219 K. K. Summers, Esq. Golden, Mumby, Summers & Livingston 2808 North Avenue P.O. Box 398 Grand Junction, Colorado 81502 Gary J. Ceriani, Esq. Dan L. Cartin, Esq. Davis & Ceriani, P.C. 400 Market Center 1350 Seventeenth Street Denver, Colorado 80202 Lawrence A. Kellogg, Esq. Finley, Kumble, Wagner, Heine Underberg, Manley & Casey Suite 1000, Flagship Center 777 Bickell Avenue Miami, Florida 33131 Alan D. Sweetbaum, Esq. Scheid & Horlbeck Suite 3100 633 Seventeenth Street Denver, Colorado 80202 Garry R. Appel, Esq. Rothgerber, Appel & Powers Suite 2400 1600 Broadway Denver, Colorado 80202

Nicholas Chimicles, Esq. Greenfield, Chimicles & Lewis One Haverford Center 361 West Lancaster Avenue Haverford, Pennsylvania 19041 Philip Seaton, Esq. Kozlof, Seaton & Romanini 1110 Wynwood Avenue Cherry Hill, New Jersey 08002 Robert Levin, Esq. Adelman, Lavine, Krasney, Gold & Levin 1900 Two Penn Center Plaza Philadelphia, Pennsylvania 19102 Howard Tallman, Esq. U.S. Trustee's Office 202 Columbine Building 1845 Sherman Street Denver, Colorado 80203 Mr. Matt Farley 755 Magazine Street New Orleans, Louisiana 70130 Oklahoma Publishing Companpy c/o Paul G. Hyman, Jr., Esq. Holme, Roberts & Owen 1700 Broadway, Suite 1800 Denver, Colorado 80290 Commissioner of Securities State of Colorado Suite 1450 1560 Broadway Denver, Colorado 80202

San Miguel Power Association c/o E. J. Ballard Post Office Box 128 Nucla, Colorado 81424 c

Crist Machinery and Supply Company c/o Glenn Bunce Post Office Box 1866 Grand Junction, Colorado 81502 Boyles Brothers Drilling c/o Allen Vickers 365 Bugatti Street Salt Lake City, Utah 84115

Wagner Equipment Company c/o Ferron R. Oaks Post Office Box 380388 Denver, Colorado 80238 C. B. Johnson, Inc. Alan R. Peterson Post Office Drawer S Cortez, Colorado 81321

Woodward Explosives c/o Lawrence Woodward Box 12356, Station F Albuquerque, New Mexico 87195

Industrial Repair Service, Inc. c/o John E. Wreyford 1113 Camina Entrada Farmington, New Mexico 87401 J. Henry Schroder Bank & Trust Company One State Street New York, New York 10015 Thomas A. Thornton Vice President Finance & Administration Bateman Engineering, Inc. Irongate 1 777 S. Wadsworth Boulevard Lakewood, Colorado 80226 Mr. Arthur L. Francisco Box 6 Silverton, Colorado 81433 Hibernia Bank c/o Harry L. Simon Suite 300 4155 East Jewell Avenue Denver, Colorado 80222

Republic Supply Company c/o Jim Massie LTV Energy Products Company P.O. Box 359 Dallas, Texas 75221

Mr. David Lerner Dean, Witter, Reynolds Suite 120 9400 South Dadeland Boulevard Miami, Florida 33156

William H. Rutter, Esq. Sherman & Howard Suite 2900 633 Seventeenth Street Denver, Colorado 80202 FILE., UNITED STATES BANKRUPTCY M m m s m r n o ^ UNITED STATES BANKRUPTCY COURT POR THE DISTRICT OP COLORADO APR 2 7 084

t: RADFORD L. BOLTcQcfi In Re: BY. ^ '?UTY. STANDARD METALS CORPORATION, Case No. 84 B 00945 G a Deleware corporation,

Debtor.

ORDER AUTHORIZING DEBTOR TO INCUR DEBT

This matter is before the Court on the Debtor's Motion to Incur Debt, and the Court having heard the testimony and the statements of counsel finds:

1. That the Debtor must cure breaches in its lease relating to the payment of royalties and taxes,

2. That the Debtor has been unable to arrange debt financing other than from the Canadian Imperial Bank of Commerce who are willing to loan only upon the condition that the debt be secured .by a senior lien upon the lease between Washington Mining 'Company as Lessor and the Debtor as Lessee, which debt must also be afforded a priority over all administrative expenses herein,

3. That the terms and conditions of the loan are reasonable and in the best interests of the estate, and

4. That the borrowing is necessary to preserve „the business of the Debtor.

NOW, THEREFORE, it is

ORDERED, that the Debtor be and it is hereby authorized to incur debt from the Canadian Imperial Bank of Commerce in an amount not to exceed $2,500,000, which debt shall be secured by a senior lien upon properties described in Exhibit A attached hereto and made a part hereof, and which debt shall be afforded a priority over all administrative expenses herein, all as provided in 11 U.S.C. § 364 (c)(1) and (d)(1).

DONE at Denver in said District this 27th day of April, 1984.

NOTICE OF ENTfi / ON DOCKET Notice is Hereby Given that Pursuant to Rule 9022, F.R.B.P., the Foreaping Qrdar of Judgment was Entered on _ _ flv ---- — 1 ~~ TO ORDER AUTHORIZING DEBTOR TO INCUR DEBT, DATED APRIL 27, 1984

The lands described in the Mortgage and Exhibit A thereto, and the leases, the fee, mineral, overriding royalty,' royalty, working interest and other interests spe­ cifically described in the Mortgage and Exhibit A thereto and all lands, and all leases, and the fee, mineral, overriding royalty, royalty, working interest and other interests hereafter acquired by the Borrower in San Juan or Ouray Counties, Colorado. The metals or minerals which are in, under, upon, produced, or to be produced from the lands or leases described in the Mortgage and Exhibit A thereto. . The Mills, Mines, Operating Equipment and Production Sales Contracts, as those terms are more particularly defined in the Mort­ gage. All leases of real or personal property located in San Juan or Ouray Counties, Colorado, not otherwise described in Exhibit A to the Mortgage, whether now or hereafter existing, to which the Borrower is a party or in which the Borrower has any interest whether as lessor, lessee or otherwise, together with all right, title and interest of the Borrower in and to all sums of money payable to the Borrower under all such leases.

All permits, licenses, easements, con­ tracts, agreements and warranties relating to the Mines, the Mills and the other properties constituting part of the properties and rights described in this Section 5.1 and all Subsections thereof. The Borrower's accounts and inventories of raw materials, work in progress, supplies, spare parts, finished goods, produced from its San Juan and Ouray operations and prod­ ucts thereof, and proceeds thereof, wher­ ever located, including such properties located in Colorado, Texas and California, and whether now owned or hereafter acquired. Any and all other property of the Borrower now owned or hereafter acquired relating to any of the rights or properties otherwise described in this Section 5.1 and all Subsections thereof, including any and all corrections or amendments to, or renewals or extensions or ratifications of, any of such rights or properties, or of any instrument relating thereto, and all rights-of-way, franchises, easements, tenements, licenses, hereditaments and appurtenances now existing or obtained in the future. ---- r— "iiiÉiwWn ______M t o r Batta loo , I a S S l i * * * 1*1 »■* of 5 » *■ «w*a"¿¿'/ir ? ■ *?*» _ g g *w x ti, 00 M i l - *-}CD • Ui¡mIZrr--- ra1S219 5? e>£! ------n -> -M 808 «ttacfad dMcrinfri^ , R q o “«»•IpUon Of CbUataral Seo « ..<■3?-':ii- r - f _*">? O ) "fio ^niTííiíí^

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P a r t i e s :

A. CANADIAN IMPERIAL BANK OF COMMERCE ["CIBC"].

B. STANDARD METALS CORPORATION, a Delaware Corporation ["Borrower"].

Date : February 23, 1983.

R e c i t a l s :

A. CIBC has loaned Borrower approximately Six Million Dollars ($6,000,000.00) pursuant to the terms of a Loan Agreement between the parties dated November 30, 1981 ["Loan Agreement"] and as evidenced by a Promissory Note ["Note"].

B. Borrower has requested that CIBC make certain amendments to the Loan Agreement, which CIBC has consented to do on the terms and conditions contained herein.

A g r e e m e n t :

In consideration of the.payment of $200,000.00 ["Payment"] by Borrower to CIBC, and for other good and valuable consideration, including the mutual covenants contained herein, the parties hereto hereby agree as follows:

1• Amendment to Loan Agreement.

1.1 Paragraph 10.4.2 is amended and a new subparagraph 10.4.4 is added reading as follows:

10.4.2 Will, together with trade receivables and inventory, equal at least 300% of the amount owing at any given time under the Loan. For the purposes of this subparagraph, "trade receivables and inventory" will refer to such items owned by Borrower, and shall not include such items owned by Consolidated Companies (as defined in subsection 1 0 . 5 . 3 ), even though they may file consolidated balance sheets or tax r e t u r n s . : O 10.A.A "Trade receivables" shall not include any advances received from ASARCO, Inc.

1.2 Paragraph 10.5 and subparagraph 10.5*1 are amended to read as follows:

10.5 Borrower (a) will not allow its Total Debt, from all sources, to exceed 50% of Borrowers shareholders equity (such ratio shall not include figures from other Consolidated Companies); (b) will not allow Total Debt, from all sources, of all Consolidated Companies to exceed 150% of Consolidated Shareholders equity; and (c) will not allow its ratio of current assets to current liabilities (such ratio shall include figures from all Consolidated Companies) to be less than 1.2 until June 30, 1983, at which time it shall not be less than 1 .3 5 until December 31, 1983, and thereafter it shall not be less than 1.5.

10.5.1 "Total Debt" shall mean all long term debt and the current portion thereof, plus all debt from any institution regardless of maturity

1.3 The^following subparagraphs are added to Paragraph

10.5.3 "Consolidated Companies" shall be a collective reference to Borrower and all companies (a) of which Borrower owns 50% or more of the.common stock of any class, (b) which own 50% or more of any class of common stock of Borrower, or (c) as to which 50% or more of any class of common stock thereof is owned by shareholders who, in the aggregate, own 50% or more of any class of the common stock of Borrower.

10.5.4 "Consolidated Shareholders" shall mean all of the shareholders of every class of common stock of all of the Consoli­ dated Companies.

10.5.5 Except as specifically provided other­ wise, all ratio tests contained in Paragraph 10.5 hereof shall be based on consolidated figures of all Consolidated C o m p a n i e s . v a y - r

1.4 A new Paragraph 10.20 and subparagraphs thereunder are added as follows:

10.20 Borrower will not, without the prior written consent of CIBC, which consent will not be unreasonably withheld:

10.20.1 Be, or allow any of its subsidiaries to be, a party to, or enter into negotiations designed to lead towards, any, merger or acquisition.

10.20.2 Guarantee or, in any way incur direct or contingent liability for the indebtedness of any person or entity, including any Consolidated Companies.

10.20.3 Authorize or permit any sub­ sidiary or Borrower to borrow money or guarantee loans if Borrower is to become a party, directly or indirectly, or if Borrower will become primarily or contingently liable, with respect to any such borrowing or guarantee, whether by guar­ anteeing any such borrowing or. guarantee,' or otherwise,

10.20.4 Make cash investments or cash advances to any Consolidated Companies, or any other sub­ sidiary, affiliate or third party beyond a limit, in the aggregate of all such in­ vestments or advances, of $ 1 0 0 , 0 0 0 .0 0 in any calendar y e a r . 1 0 . 2 0.5 Expend on Direct Mine Develop­ ment Costs at Borrower's mine at Silverton, Colorado, more than $500,000.00 in any calendar year. Direct Mine De­ velopment Costs for 1982 and the method of calculating the same are as shown on the attached Exhibit A. Direct Mine Development Costs for subsequent years shall be consistently calculated in the same manner and Borrower shall send CIBC a copy of such calculation, certified to by Borrower's chief financial ' officer, no later than April 1 of the succeeding year. Said expenditure may be in addition to expenditures allowed pur­ suant to subparagraphs 10.6.3 a n d 1 0 . 6 .A h e r e o f .

new Paragraph 10.21 is added as follows:

1 •21 Borrower may neither request nor accept advances from ASARCO, Inc. which would exceed the lesser of (i) 65% of gross accounts receivable from ASARCO, Inc., or (ii) $1,625,000.00 until December 31, 1982 and $1,600,000.00 thereafter. new Paragraph 10.22 is added as follows:

.22 In the event The National Smelting St Refining Company, Inc. ["NSR"] is required to guarantee any of the indebtedness of National Smelting of New Jersey, Inc. ["NSNJ"], or in the event NSNJ receives less than $3,900,000.00 in financing related to its purchase of the Pedricktown Lead Smelter, Borrower will, notwithstanding any provisions to the contrary in the Note or Article 3 hereof, be required to pay off all principal amounts owed hereunder in 12 equal payments, with the first payment being due March 31, 1983, and r v ■' ' v l'-. ( * j subsequent payments being due each June 1 , September 1, December 1 , and March 1 up to and including December 1 , 1 9 8 5 . The provisions of this Paragraph 10.22 shall not be construed to (a) in any way waive, modify, or abrogate CIBC's right to require payment'under the Note on demand, or (b) authorize the acquisition of the Pedricktown Lead Smelter, by NSNJ in the event NSNJ receives financing in connection with such acquisition in an amount less than $2,900,000.00.

Other Covenants and Agreements.

2.1 The requirement for a Lessor's Estoppel Certificate under the Washington Mining Lease is deleted from Paragraph 10.14 of the Loan Agreement; however, a Lessor s Estoppel Certificate shall still be required under any other lease in existence now or in the future, in accordance with the terms and conditions of said Paragraph 10.14.

2.2 CIBC waives its right to declare a default under the Loan Agreement on account of any non-compli­ ance by Borrower with any provision of the Loan Agreement of which CXBC has knowledge at present through the date hereof and CIBC further agrees not to use any such prior non-compliance, of which it has knowledge at present, as the basis for declaring thè principal amount of the Note immediately due and payable; provided, however, such waiver shall not be construed as a waiver of any right to declare a default on account of any non-compliance in the future.

t.3 Borrower shall, promptly upon being advised of the amount thereof, reimburse CXBC for all costs incurred by CXBC in connection with the preparation of this Amendment Agreement, including all of CIBC's attorneys' fees in connection therewith.

3. Application of Borrower's Payment.

3.1 The Payment shall be applied against the principal amount advanced under the Note on March 17, 1982. o V - v . O Continuing Effectiveness of Loan Agreement.

4.1 Except as expressly amended herein, the Loan Agreement continues in full force and effect.

t-n Tnfü îfITNESS WHEREOF the parties have caused this First Amendment n Agreement to be executed as of the day set forth above.

BORROWER:

STANDARD METALS CORPORATION

i -, • / V V K ' —L. ' t • /'■* v . \ - l L ^ B y : \ C I B C :

CANADIAN IMPERIAL BANK OF COMMERCE

B y :

« ( ~ y - E x h i b i t A

* 0 . o ■

Calculation of Direct Mine Development Costs at Silverton, Colorado pursuant to Section 10.20.5. for the year ______e n d e d D e c e m b e r 3 1 » 1 9 8 2

C o s t s : Development costs -

1982 Direct costs $ 8 5 5 , 7 2 7 1982 Indirect costs 8 0 6 , 2 7 3 Total additions i , b b Z ,UUU Unamortized balance 1/1/82 2 , 8 6 2 , 0 4 7 Exploration costs 12/31/82 8 , 6 7 2 Costs to be amortized $ 4 , 5 3 2 , 7 1 9

R e s e r v e s : Developed broken, proven and probable as of 1/1/83 1,030,481 1982 tons milled 224,067 Reverves as of 1/1/82 (adjusted) 1,254,548

Cost per ton of reserves $ 3.61 Tons milled - 1982 224 067 1982 Amortization “$—8'0B! 882 Ratio of 1982 Direct costs to 1982 _total additions (855,727 f 1,662,000) 51.49% 1982 amortization allocated to direct costs 416,493

Calculation of Direct Mine Development Costs: 1982 Direct costs $ 855,727 ^1982 Allocated amortization ( 416[493) 1982 Direct Mine Development Costs “5 ¡Tjy,234 P a r t i e s :

A . CANADIAN IMPERIAL BANK OF COMMERCE ["CIBC"].

B. STANDARD METALS CORPORATION, a Delaware corporation [ " B o r r o w e r " ].

Date: Novemfcar 30, 1981.

A g r e e m e n t :

F-or good and valuable consideration, including the mutual covenants contained herein, the parties hereto hereby agree as f o l l o w s :

1. The Loan.

1.1 CIBC agrees to make to Borrower a revolving loan under which Borrower may borrow, repay and reborrow up to a maximum amount outstanding at any one time of Six Million Dollars ($6,000,000) ["the Loan"] on the terms and conditions contained herein.

2. Purpo se/Disbursement.

2.1 Borrower agrees to use the disbursed proceeds of the Loan only for the' following purposes:

2 .1.1 $919,611.18 to pay off all indebtedness owing to Continental Illinois National Bank & Trust Company of Chicago ["CINB"] and obtain complete release of the CINB Lien.

2 .1.2 $ 1 , 100,000 (approximately) for outstanding bills relating to capital expenditures.

2 . 1 . 3 Up to $500,000 reserved for the Letter of C r e d i t .

2 . 1 . 4 $3,500,000 (approximately) to repay ASARCO Inc. for advances against future settlements.

2 . 1 . 5 The balance of the Loan for development work and capital expenditures in connection with Borrower1s Silverton mining operations which involve all or substantially all of the Collateral. 2 . 2 Borrower'may request disbursement of all or any portion of the Loan [ "Draws11] from time to time sub­ ject to the following conditions:

2.2.1 The Initial Draw may be in any amount up to $2,240,000. The "Initial Draw '1 s h a l l b e deemed a reference to all Draws under the Interim Loan Agreement executed by the parties under date of November 30, 1981.

,-'2 2.2 After the Initial Draw, Draws may be made only in minimums of Five Hundred Thousand Dollars ($500,000), or for the balance of the Loan, and only after satisfaction of the conditions set forth in Article 12 h e r e o f .

2.2.3 CIBC may, at its sole option, refuse to disburse any Draw which is to be disbursed subsequent to November 30, 1983.

2.2.4 CIBC may, at its sole option, refuse to disburse any Draw which would bring the total amount owing under the Loan, including amounts unpaid under the Letter of Credit, to an amount in excess of Six Million Dollars ($6,000,000).

2.2.5 Each request for a Draw ["Draw Request"] must be_ made by an authorized officer of Borrower and must specify the amount of Draw requested. CIBC may, at its sole op­ tion, require Draw Requests to be made in such form as it may specify.

2.2.6 The balance owing on the Note has not been paid down to less than $ 1 , 0 0 0 .

2.3 Notwithstanding the provisions of Section 2.2, any amounts which CIBC is required to pay under the terms of the Letter of Credit as described in Article 8 hereof, shall be considered Draws under the Loan.

Loan Term/Repayment.

3.1 The Loan will be evidenced by a promissory note in substantially the form attached hereto as Exhibit 1 [the "Note"]. 3 . 2 Unless and until demand is made by CIBC, payments upon the Note shall be required as follows:

3.2.1 Accrued Interest will be payable monthly in arrears commencing January 1, 1982 and on the first day of each month thereafter to and including December 1, 1985 ["Monthly Payment Dates"].

3.2.2 Amounts representing the Standby Commitment Fee will be payable on Monthly Payment D a t e s .

3.2.3 Amounts representing Increased Cost and Consequential Loss, as those terms are used and calculated in accordance with Sections 5.1 and 5.2 of this Loan Agreement shall be payable on demand.

3.2.4 Principal will be due in nine quarterly payments commencing December 1, 1983 and on each March 1, June 1, September 1 and December 1 thereafter to and including December 1, 1985 ["Quarterly Payment Dates"]. The entire unpaid Interest, principal, Increased Costs, Standby Commit­ ment Fee and Consequential Loss, if not sooner paid, shall be due and payable in full on. December 1, 1985 ["Maturity Date"]. The amount of each quarterly principal pay­ ment shall be determined by dividing the principal amount owing under the Note as of December 1, 1983, by nine.

Interest and Fees.

4.1 The unpaid balance of the Loan will bear interest ["Interest"] at the higher of (a) CIBC's Prime Rate as quoted by its New York Office, as it may change from day to day, plus one and one-half percent (1-1/2%), or (b) the Adjusted CD Rate plus two percent (2%); provided, however, Borrower may elect ["LIBOR Election"] to have all of the amount owing, or portions of the amount owing in increments of One Million Dollars ($1,000,000), bear interest at the London Interbank Offered Rate [ "LIBOR" or ".LIBO Rate"] plus two percent (2%). o

4 . 1 . 1 The "Adjusted CD Rate" for each day means a rate per annum determined for such day pursuant to the following formula (rounded upwards, if necessary to the next higher 1/100 of 1%): the Adjusted CD Rate equals the CD Rate (as defined below) divided by the number determined by subtracting the "Reserve Percentage" (as defined below) f r o m 1 .0 0 .

4.1.2 The "CD Rate" means the secondary market morning offering rate in the United States for the most recent weekly reporting period covered in the Federal Reserve Statistical Release entitled "Weekly Summary of Banking and Credit Measures" released in the week preceding the week for which such rate is being determined, for certificates of deposit, of major United States money center banks having a three-month maturity (the rate so determined to be in effect for purposes hereof for each day of the week commencing on the Monday following the release date of such publication); provided that, if such publication or a publication containing the foregoing rate information is not published by the Federal. Reserve for any week, the CD Rate shall be the prevailing rate per annum offered by New York certificate of deposit dealers of recognized standing for* the sale in the secondary market of certificates of deposit of CIBC having a three-month maturity, on the basis of quotations obtained by CIBC by 9:00 A.M. (New York City time) on the first Business Day of such week (or as soon thereafter as is practicable) from two or more such dealers selected by it.

4.1.3 The "Reserve Percentage" for any day is that percentage (including any supplemental percentage applied on a marginal basis or any other reserve requirement having a similar effect), expressed as a decimal, which is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirement for a m e mber bank of the Federal Reserve System in New York City with deposits exceeding $5,000,000,000 in respect of new time deposits in U.S. Dollars in New York City having a three-month maturity and in an amount of $100,000 or more. For purposes of computing such percentage, it shall be assumed that such member bank's reserve ratio requirement on time deposits in effect on August 31, 1980 was 6%.

4.1.4 "LIBOR” or "LIBO Rate" means, for any Interest Period (as defined below), the average (rounded upward, if necessary, to the nearest 1/16 of 1%) of the rates per annum quoted to CIBC at approximately 11:00 A.M. (London time) two Business Days before the first day of such Interest Period for the offering to leading banks in the London Interbank Market U.S. Dollars for deposit for a period of time comparable to such Interest Period in the amount of $5,000,000.

4.1.5 The LIBOR Election may be made on the entire principal balance owing under the Note at the time of the LIBOR Election, or any lesser amount in multiples of $1,000,000 ["LIBOR Amount"]. Borrower may exercise the LIBOR Election only for inter­ est periods of not less than 30 days nor more than 360 days ["Interest Period"]. Any Interest Period which includes the Maturity Date shall end on the Maturity Date. CIBC may refuse to allow Borrower to exercise a LIBOR Election if, in. CIBC's opinion, such LIBOR Election would result in the amount of principal owing under the Loan not subject to LIBOR Election as of any subsequent Quarterly Payment Date being $1,000,000 or less. Borrower must give CIBC at least three Business Days' prior written notice of its intent to make a LIBOR Election. Such notice must specify the desired Interest Period, LIBOR Amount, and, at Borrower's option, the maximum LIBO Rate satisfactory to Borrower. CIBC will notify Borrower of the applicable LIBO Rate n o l ater than the Business Day prior to the beginning of the Interest Period pertaining to the LIBOR Election. If the LIBO Rate is in excess of the maximum satisfactory LIBO Rate specified by Borrower, the LIBOR Elec­ tion shall be deemed withdrawn. Prior to the expiration of any Interest Period as to which a LIBOR Election has been made, Borrower may. make an additional LIBOR Elec­ tion as to such LIBOR Amount as provided h e r e i n .

4.2 In addition to Interest on amounts disbursed and owing under the Note, Borrower shall also pay CIBC the following amounts ["Additional Amounts"]:

4 . 2 . 1 A Standby Commitment Fee equal to the amount of one-half of one percent ( 1/ 2% ) per annum on the difference between $6,000,000 and the Disbursed Amount, payable monthly in arrears on the Monthly Payment Dates up to and including December 1, 1983. No Standby Commitment Fee shall be payable for the period commencing December 1, 1983. "Disbursed Amount" shall be the average daily principal amount owing under the Note for the calendar month immediately preceding the Monthly Payment Date.

An amount equal to the Increased Costs, as determined in accordance with Section 5.1 of this Loan Agreement, such amount to be paid on demand by,CIBC.

An amount equal to Consequential Loss, as determined in accordance with Section 5.2 of this Loan Agreement, such amount to be paid on demand by CIBC,

4.3 In no event shall CIBC be entitled to, or receive, interest in excess of the maximum allowed by . applicable law.

Yield Protection, Change in Circumstances.

5.1 If, as a result of any Regulatory Change (as defined b e l o w ) : n

The basis of taxation of payment to CIBC of the principal of, or interest on, ^any LIBOR Amount or any other amount or payment hereunder in respect thereof (except taxes imposed on the overall net income of CIBC) is changed; or

5 . 1 . 2 A reserve, special deposit or similar requirement with respect to the assets of, deposits with or for the account of, or credit extended by CIBC is imposed, modified or deemed applicable; or

5 . 1 . 3 Any other condition affecting this Agreement or any LIBOR Amount is imposed upon CIBC or the London Interbank market;

and if CIBC determines that by reason thereof the cost to CIBC of maintaining any LIBOR Amount is increased, or any amount receivable by CIBC hereunder in respect of any LIBOR Amount is reduced [all such increases in costs and reductions in amounts receivable being herein called "Increased Costs"] then CIBC shall notify Borrower of such Regulatory Change within 10 days of adoption of such Regulatory Change and Borrower shall pay CIBC on demand such additional amount or amounts as will compensate CIBC for such Increased Costs.

5.2 In the event of Borrower’s payment of principal of a LIBOR Amount on a day other than the last day of the Interest Period applicable to such LIBOR Amount (either voluntary or involuntary, such as resulting from acceleration on default), Borrower shall, on demand, reimburse CIBC for any loss or expense incurred by it in redepositing such principal amount . including the sum of (i) the interest which, but for such payment, CIBC would have earned, in respect of such LIBOR Amount so paid, for the remainder of such Interest Period, reduced, by the amount, if any, which CIBC is able to earn on such amount for the balance of such Interest Period; plus (ii) any expenses or costs incurred by CIBC in reinvesting such amount ["Consequential Loss"].

5.3 "Regulatory Change" means any change after March 8 , 1981 in^ any United States federal, state or foreign law or regulation, or the adoption or making after s u c h daté of any interpretation of, or directive or request under, any United States federal, state or foreign law or regulation (whether or not having the force of law) by any court or governmental or quasi- governmental authority charged with-the interpretation or administration thereof.

6 . Collateral Security.

6.1 Borrower's payment of all amounts owing under the Note and Borrower's performance of all covenants, duties and obligations as set forth in the Note, the Mortgage, this Loan Agreement, and any other document executed as security for or in connection with the Loan ["Obligations"] shall be secured by the following rights and properties ["the Collateral"]:

6.1.1 The lands described in Exhibit A to the Mortgage, and the leases, the fee, mineral, overriding royalty, royalty, working inter­ est and other interests specifically described in said Exhibit A and all lands, and all leases, and the fee, mineral, overriding royalty, royalty, working inter­ est and other interests hereafter acquired by Borrower in San Juan or Ouray Counties, C o l o r a d o .

6.1.2 The metals or minerals which are in, under upon, produced, or to be produced from the lands or leases described in Exhibit A to the Mortgage.

6.1.3 The Mills, Mines, Operating Equipment and Production Sales Contracts, as those terms are more particularly defined in the M o r t g a g e .

6.1.4 All leases of real or personal property located in San Juan or Ouray Counties, Colorado, not otherwise described in Exhibit A to the Mortgage, whether now or hereafter existing/ to which Borrower is a party or in which Borrower has any interest whether as lessor, lessee or otherwise, together with all right, title and interest of Borrower in and to all sums of money payable to Borrower under all such leases. 6 . 1 . 5 All permits, licenses, easements, contracts, agreements and warranties relating to the Mines, the Mills and the other properties constituting part of the properties and rights described in this Section 6.1 and all Subsections thereof.

6.1.6 Borrower's accounts and inventories of raw materials, work in progress, supplies, spare parts, finished goods, produced from its San Juan and Ouray operations and products thereof, wherever located, including such properties located in Colorado, Texas and California, and whether now owned or hereafter acquired.

6.1.7 Any and all other property of Borrower now owned or hereafter acquired relating to any of the rights or properties otherwise described in this Section 6.1 and all Subsections thereof, including any and all corrections or amendments to, or renewals or extensions or ratifications of, any of such rights or properties, or of any instrument relating thereto, and all rights-of-way, franchises, easements, tena- ments, licenses, hereditaments and appur­ tenances now existing or obtained in the f u t u r e .

6.2 CIBC is to have a first lien on all of the Collateral, subject only to current taxes not yet in default, and subject to the interests or rights described on Exhibit A to the Mortgage or on Exhibit 2 hereto.

6.3 In addition to the Collateral, Borrower’s Obligations shall be secured by an assignment of all-risk insurance, adequate with respect to amount and insurer in the sole opinion of CIBC, with loss payable directly to CIBC by joint payee check with B o r r o w e r .

Negative Pledge.

7.1 Borrower agrees that it will not sell, transfer, pledge, allow any lien or encumbrance to be placed upon, or otherwise deal with or jeopardize its equity v a l u e in or with respect to its stock in Kendrick Bay Mining Company.

7.2 Borrower represents and warrants that it owns 98.18% of the total authorized and issued common voting stock of Kendrick Bay Mining Company and that it will not vote any of said stock, or otherwise agree to any course of action which would result in a reduction of its percentage ownership of such stock, or which would result in the merger, consolidation, liquida­ tion or sale of assets with respect to said Kendrick Bay Mining Company.

Letter of Credit.

8.1 CIBC agrees to issue one or more irrevocable letter of credit, substantially in the form attached hereto as Exhibit 3, in an aggregate amount up to Five Hundred Thousand Dollars ($500,000) to the State of Colorado Mined Land Reclamation Board ["Letter of C r e d i t " ] .

8.2 In the event CIBC makes any whole or partial payment under the Letter of Credit, the amount of such pay­ ment shall be treated as a Draw under the Note and shall bear interest from the date of payment as would any other disbursement under the Note.

8.3 As a condition to issuance of any Letter of Credit Borrower shall pay CIBC in advance an issuance fee equal to 1 and 1/4 percent of the face amount of the Letter of Credit.

8.4 So long as Borrower is not in default under this Loan Agreement, and so long as the Note has not been paid off in full or the Collateral released, CIBC will renew any such Letter of Credit annually each year on the renewal date to and including the annual renewal date occurring in November of 1984 ["Renewal Day"] provided, however, CIBC's obligation to renew the Letter of Credit shall be conditioned upon the borrower paying to CIBC, no later than seventy (70) days prior to each Renewal Day, an annual issuance fee determined in accordance with CIBC's standard fee schedule in effect at its New York office at that time (but not to exceed 1 and 1/4%) applied to the face amount of the Letter (or Letters) of Credit less' any amounts paid thereunder. 8 . 5 Borrower can, at its option, replace any Letter of Credit with one issued by another lender, in which case, the maximum amount of Draws as set forth in Subsection 2.2.4 hereof will be reduced by the face amount of such Letter of Credit, less any amounts paid thereunder to the day of replacement.

9. Borrower's Representations and-Warranties.

Borrower, to induce CIBC to make the Loan, hereby represents and warrants as follows;

9.1 With respect to the Collateral: Borrower has good and marketable title to the Collateral and has the legal right to mortgage and pledge the same to CIBC and the Collateral is free from all encumbrances or liens whatsoever except as may be specifically set forth in Exhibit A to the Mortgage and except (a) taxes con­ stituting a lien but not yet due and payable; (b) defects or irregularities in title, and liens, charges or encumbrances, which are not such as to interfere materially with the development, operation or value of the Collateral and not such as to materially affect title thereto; (c) those being con­ tested by Borrower in good faith in suc*r manner, and with such protections satisfactory to CIBC,' as not to jeopardize CIBC's rights in and to the Collateral; (d) liens created to secure the Loan; and (e) the lien in favor of Continental Illinois National Bank & Trust Company of -Chicago ["CINB Lien"] which CINB Lien will be released as otherwise provided in this Loan Agreement.

9.2 The following described title opinions issued to the Continental Illinois National Bank & Trust Company of Chicago ["Title Opinions"] correctly depict the state of title of the Collateral as of the date of such Title Opinions to the best of Borrower's knowledge, and there have been no liens, encumbrances, transfers, or other actions taken since the date of such Title Opinions which would adversely affect the state of the title as therein described:

(a) From Dufford, Waldeck & Williams, attorneys- at-law, Grand Junction, Colorado, dated January 1 9 , 1 9 7 9 ; ( b ) From Holme Roberts & Owen, attorneys-at-law, Denver, Colorado, dated January 23, 1979;

(c) From Davis, Graham & Stubbs, attorneys-at-law, Denver, Colorado, dated January 29, 1979.

9.3 The financial statements, representations, and other financial information submitted to CIBC by Borrower disclose all liabilities, direct and contingent^. as ol Tiiexi' Live "dates; iairly and 'accurately, present Borrower's financial conditior, and the financial status of Borrower's operations with respect to the Collateral; no material adverse change in Borrower's financial condition has occurred from the last presentation to the date of execution of this Loan Agreement; and the financial statements submitted to CIBC by Borrower have been prepared in accordance with generally accepted accounting principles consistently followed throughout the periods covered thereby.

9.4. Borrower is duly organized, validly existing and in good standing under the laws of the state of its organization; has -complied with all conditions to its doing business in the State of Colorado; has the power and authority to own its property and to carry on its business in every jurisdiction in which the nature of its business or its properties make such qualification necessary; and is, in all material respects, in compliance with all laws, regulations, ordinances, and orders of public authorities applicable to it.

9.5 The execution, delivery and performance by Borrower of this Loan Agreement, the Note, the Mortgage, the financing statements, and all other documents executed as security for or in connection with the Loan [the f,Loan Documents"] are within the powers of Borrower; have been duly authorized by all requisite action on the part of Borrower; do not require addi­ tional approval of any governmental authority; and will not violate any provision of law or regulation, - any order of any Court or other governmental authority, or any indenture, agreement or other instrument to which Borrower is bound or is a party. This Loan Agreement and the Loan Documents are the legal, valid and binding obligation of Borrower, enforceable in accordance with their respective terms subject to applicable laws. a n [ / ( j V. . . /

9.6 Borrower is a corporation, organized and chartered under the laws of the State of Delaware, with its chief executive office located at Olympic Tower, 645 : 5th Avenue, New York, N.Y. 10022 and with a place of business at 7355 East Orchard Road, Englewood, Colorado 80111.

9.7 There exists no violation of any material statute, rule, law, ordinance or regulation with respect to the Collateral or any portion thereof or to the con­ duct by Borrower of mining operations thereon or therewith, and, to Borrower's knowledge, there are n d facts presently existing which, with the giving of 1 notice or the passage of time or both, may form the basis of any such violation.

9.8 There is no action, suit, proceeding or investigation 1 pending or threatened against or affecting Borrower or the Collateral which, in any case, might adversely affect the value of the Collateral, or Borrower's , ability to conduct its mining operations on the Collateral or to perform its obligations under the Loan Documents except as described in Exhibit 4.

9.9 All warranties and representations by the Borrower in the Loan Documents are now and will continue to be true and correct until the Loan is repaid in full and all covenants and agreements therein contained will be observed and performed by Borrower.

9.10 More than 90% of the Borrower's present mining operations are conducted under the Washington Mining L e a s e . f

10. Borrower's Covenants and Agreements.

Borrower, to induce CIBC to make the Loan, hereby covenants and agrees as follows:

10.1 Borrower will diligently and promptly pursue and obtain and file all documentation necessary or requested by CIBC to effect the release of the CINB Lien with respect to all items of the Collateral. In any event, release of the CINB Lien shall be accomplished no later than December 28, 1981. 1 0 . 2 Prior to the second Draw, but in no event later than D e c e m b e r 3 1 , 1981'*;- B o r r o w e r s h a l l f u r n i s h a n o p i n i o n , satisfactory to CIBC in form and content, of Borrower's independent iegal counsel, addressed to CIBC as to the due incorporation, organization and valid existence of Borrower under the laws of its jurisdiction of incorporation and its good standing under the laws of the State of Colorado; that Borrower has all such powers and authorizations as are necessary to enable it to carry on its business and to execute, deliver and carry out its obligations under the Loan Documents; that each of the Loan Docu­ ments have been duly executed and delivered by Borrower and is in full force and effect and con­ stitutes legal, valid and binding obligations of Borrower; that as to all Draws the Mortgage will constitute a lien on the property described therein prior and senior in right to the liens of any mortgage, deed or trust, judgment or like encumbrance recorded subsequent to the recording of the Mortgage; and that, to the best of the knowledge, information and belief of Borrower's independent counsel, all representations and warranties made by Borrower in Sections 9.2, 9.3,. 9.5, 9.6, 9.7 and 9.8 of this Loan Agreement are true and correct.

10.3 Borrower shall furnish to CIBC title opinions from Borrower's independent legal counsel, addressed to CIBC, satisfactory to CIBC in form and content, with respect to the state of the title of the Collateral, as of the day immediately following the date on which CIBC's Mortgage and other required security documents are recorded or filed, said title opinions to be in substantially the same form, and with no materially adverse title exceptions or qualifications other than those set forth in the Title Opinions described at Section 9.2 hereof. Said Title Opinions shall be furnished at the following times:

10.3.1 Prior to the Second Draw, but in no event later than January 15, 1982.

10.3.1 On or before December 15, 1982, effective as of December 1, 1982.

10.4 Borrower shall continuously maintain Net Smelter Value of broken ore reserves (as certified by. Borrower and verified periodically by CIBC) such as: a

1 0 . 4 .1 Will equal at least 250% of the amount owing at any given time under the Loan; and

10.4.2 Will, together with trade receivables and ' inventory, equal at least 300% of the amount owing at any given time under the L o a n .

10.4.3 "Met Smelter Value" shall mean the market value of such reserves net of smelting and refining costs and transportation.

10.5 Borrower will not allow its total debt, from all sources, to exceed 65% of. its shareholders equity and, commencing January 1, 1982, will not allow its ratio of current assets to current liabilities to be less than 1.5.

10.5.1 "Debt" means long term debt including current portion of long term debt plus funded debt.

10.5.2 "Current liabilities" shall not include current portion of long term debt.

10.6 Borrower will not, without the prior written consent of CIBC, which consent CIBC may grant or withhold at its discretion:

10.6.1 Declare or pay any dividends in any amount, other than stock dividends.

10.6.2 Make any additional borrowings other than borrowings under the Loan, and borrowings reflected on the financial statements presented to CIBC, but excluding the borrowing shown on such financial state­ ments from Continental Illinois National B a n k & Trust Company of Chicago, and excluding borrowings in the normal course of business up to $ 100,000 per annum.

10.6.3 Expend, in any 12 month period commencing on December 1, 1981 and each December 1 thereafter during the term of the Loan, more than Five Hundred Thousand Dollars ($500,000) on fixed assets, including rehabilitation of the Silverton Mine. U ) c ;

1 0 .6.4 Expend, in any 12 month period commencing on December 1, 1981 and each December 1 thereafter during the term of the Loan, more than Five Hundred Thousand Dollars ($500,000) in the aggregate on exploration.

10.6.5 Expend, during the term of the Loan, more than One Hundred Thousand Dollars ( $ 100, 0 0 0 ) to cover operating losses of the newly acquired National Smelting Refining Company, Inc.

10.7 Borrower shall pay all costs and expenses incurred by CIBC in connection with the preparation, execution delivery, performance and enforcement of and under the Loan Documents, including, but*not limited to, title commitment fees, broker*s fees and commissions, legal fees, recording fees, documentary and other similar taxes, fees for title examination, and insurance premiums ["Loan Costs"]. Borrower shall pay or reimburse CIBC for such Loan Costs on demand, or CIBC may, at its discretion, disburse the amount of such Loan Costs as an additional Draw under the Note, notwithstanding any restrictions on amount or like restrictions on Draws contained herein.'

10.8 Borrower shall maintain all debt service under this Loan Agreement and any other in a current status, and shall not permit any lien, security interest or encumbrance upon the Collateral nor permit the same to be levied, attached or replevied by a third party (any of the foregoing shall be deemed an "Adverse Claim"). Borrower shall promptly notify CIBC in writing upon the occurrence of any such Adverse Claim; provided, however, this obligation of notice shall not be construed in derogation of the prohibitions against any such Adverse Claim.

10.9 Borrower will keep proper books of record and account in which complete and correct entries will be made of Borrower's transactions in accordance with generally accepted accounting principles reflecting Borrower's operations generally, and in particular Borrower's mining operations with respect to the Collateral. Borrower will furnish or cause to be furnished to CIBC such information concerning Borrower’s business affairs and financial condition as CIBC may from timé to time reasonably request and Borrower shall also a l l o w CIBC to inspect Borrower's books of records and accounts, either in person or by agent, at any reasonable hour.

10.10 Borrower will, at its sole expense, furnish CIBC, within ninety (90) days after the close of its fiscal year, and within forty-five (45) days after the close of each of its fiscal quarters, with a financial statement for such period, consisting of a balance sheet and profit and loss statement, in such reasonable detail as CIBC may request, and a certificate executed by, the principal financial or accounting officer of Borrower certifying that such financial statement has been prepared in accordance with generally accepted accounting principles applied on a consistent basis and fairly represents Borrower’s financial condition as of the date thereof and the results of Borrower's operations for the period covered thereby and that said officer knows of no defaults under the Loan Documents nor of any material adverse change with respect to the Borrower's ability to perform under the Loan Docu­ ments since the last such certification was made to CIBC. Such annual financial statements shall be audited at Borrower's expense by a certified public accountant satisfactory to CIBC. Borrower shall, at its sole expense, also furnish to CIBC such other interim balance sheets and profit and loss statements as CIBC may reasonably request. Upon CIBC's request, Borrower shall furnish CIBC with convenient facilities and all books and records necessary for an audit of such statements at a location convenient for CIBC and Borrower.

10.11 Borrower will keep the Collateral insured with risk coverages, amounts, and insurers, satisfactory to CIBC, and will cause CIBC to be named as the first loss payee (with loss payable directly to CIBC by joint payee check with Borrower) under all such policies, and will provide CIBC with proof of such coverage, and, at CIBC's request, with copies of all such policies.

10.12 Borrower will promptly pay all taxes imposed upon the Collateral or upon Borrower; provided that Borrower need not pay any such tax so long as the validity thereof is being contested in good faith and in a diligent fashion and provision for the payment t h e r eof is made in form and manner satisfactory to CIBC.

10.13 Borrower will not change its form, suffer its life or power to expire or become impaired, merge or consolidate with any other entity or make any donations or gifts of capital to any of its shareholders or to any other entity except as provided in Borrower's 10K Report as of December 31, 1980, and except an additional $50,000 'annually out of before*tax profits.

10.14 Borrower will obtain lessor's estoppel certificates from the lessor under the Washington Mining Lease by t February 10, 1982, or promptly under any other lease which now or in the future constitutes more than 25% of Borrower's mining operations, such lessor's estoppel certificates to be to the effect that the lease between the parties has not been amended or. terminated; that Borrower is not in default under the lease and no event has, to lessor's.knowledge, occurred which, with the giving of notice or the passage of applicable cure period, or both, would constitute a default; that lessor consents to Borrower having pledged its interest as Collateral for the Loan; and that lessor will give CIBC notice of any default by Borrower under the lease and an opportunity to cure such default ["Lessor's Estoppel Certificate"].

10.15 Borrower will notify CIBC in writing in the event of the institution of any action, suit, proceeding or investigation such as described in Section 9.8 h e r e o f .

10.16 Borrower agrees to give CIBC prompt written notice of any act of default under any indenture agreement or instrument to which Borrower is a party or by which Borrower may be bound and of any acceleration of indebtedness caused thereby.

10.17 Borrower will execute and deliver such.other and further instruments and will do such other and further acts as in the opinion of CIBC may be necessary or desirable to carry out more effectively the purposes of this Loan Agreement or to perfect CIBC * s interest in the Collateral. 1 0 . 1 8 Borrower agrees to permit CIBC and its duly authorized agents, at any reasonable time and from time to time, to enter upon and inspect the Collateral and Borrower’s mining operations on and with respect to the Collateral.

10.19 Borrower agrees to perform all of its duties, covenants and obligations under, and make all pay­ ments and take all other action required by, the Loan D o c u m e n t s .

11. Conditions to Second and Subsequent Draws.

CIBC shall not be obligated to pay any Draws subsequent to the Initial Draw except upon Borrower’s fulfillment of the following conditions in a manner satisfactory to CIBC:

11.1 Borrower must properly execute the Note, the Mortgage, this Loan Agreement, jthe Financing State­ ments, and such other instruments or documents as CIBC shall require.

11.2 Borrower shall have furnished CIBC with corporate resolutions in form and content satsifactory to CIBC specifically authorizing the Loan and the execution of the Loan Documents and the pledging of the Collateral, and specifying the officer or officers, by name and title, authorized to sign the Loan Docu­ ments and Draw Requests on behalf of Borrower.

11.3 Borrower shall have furnished CIBC with the opinion of its independent counsel required in Section 10.2 h e r e o f .

11.4 Borrower shall not be in default on any obligation, representation, warranty or covenant under any of the Loan Documents, and no event shall have occurred which, with the giving of notice or the expiration of the applicable cure period, or both, would constitute such a default.

11.5 The Mortgage and the financing statements and any other appropriate Loan Document shall, in CIBC's opinion, have been properly recorded and/or filed.

11.6 Borrower shall have furnished CIBC with the title opinions required by Section 10.3 hereof, in form and' content, and from attorneys, satisfactory to CIBC. a a

1 1 .7 Borrower shall have secured the full release of the CINB Lien as. required in Section 10.1 hereof, and Borrower-shall have furnished CIBC proof of such release which shall be satisfactory to CIBC.

11.8 Borrower shall have provided CIBC with all Lessor's Estoppel Certificates as required by Section 10.14 h e r e o f .

11.9 Borrower shall have furnished CIBC with proof satisfactory to CIBC that Borrower has in place proper insurance as required by Section 10.11 hereof, and that CIBC has been properly named the first loss payee under said insurance.

11.10 The Draw Request must comply with the provisions of Subsections 2.2.2, 2.2.3, 2.2.4, 2.2.5 and 2.2.6 h e r e o f .

1 2 . Events of Default/Remedies.

12.1 The occurrence of any of the followings events shall be deemed to constitute an f,Event of Default" under this Loan Agreement:

12.1.1 Borrowers failure to pay in full, any pay­ ment required under the Note or any of the Loan Documents, within five (5) days after the date such payment is due.

12.1.2 Borrower's failure, within fifteen (15) days after written notice from CIBC, to fully perform any and all covenants and agreements hereunder or in any of the Loan Documents, or the occurrence of a default hereunder or under any of the Loan Docu­ ments not remedied or cured within such t i m e .

12.1.3 If Borrower shall suspend or discontinue or threaten to suspend or discontinue, its business, or the portion of its business relating to and involving the Collateral, or shall become insolvent (however such insolvency may be evidenced) or bankrupt, or shall file for bankruptcy, or shall make an assignment for the benefit of ’or a composition with creditors, or shall be £ ) i - )

unable, or shall admit in writing its inability, to pay its debts as they mature; or if bankruptcy, reorganization, arrange­ ment, insolvency or similar proceeding for relief of financially distressed debtors shall be instituted against Borrower, and shall not be dismissed, or stayed on appeal, within thirty (30) days of such institution; or if Borrower shall petition for, or there shall be appointed for a sub­ stantial part of the assets or properties of the Borrower, a trustee, receiver or liquidator, or if Borrower shall take any corporate action for the purposes of effecting any of the foregoing.

1 2 .1 . Ceasation of the mining operations or any material part thereof conducted on or with respect to the Collateral for a continuous period of twenty (2 0 ) days or more for causes which are, in the opinion of CIBC, within the control of Borrower.

1 2 . 1 . 5 In the event any person or entity, including governmental agencies or authorities, obtains an administrative or judicial order or decree enjoining, preventing or prohibiting Borrower from continuing its mining and related opera­ tions on or with respect to the Collateral, or any portion of it, and such decree is not vacated or stayed on appeal within thirty (30) days after the granting t h e r e o f .

1 2 . 1 . 6 If any judgment or judgments in the aggregate of One Million Dollars ( $ 1 , 000, 0 0 0 ) or more are obtained against Borrower except to the extent that within thirty (30) days from the date of such entry such judgment is released or Borrower has commenced and continues to diligently proceed with, an appeal of such judgment, and, in the latter case, Borrower has provided CIBC with such protection as CIBC might reasonably request with respect to the effects of such judgment. 1 2 . 1 .7 There shall occur and be continuing for a period of thirty (30) days or more a material adverse change in the operations, business, property or assets of, or the condition (financial or otherwise) of Borrower, or in the event Borrower disposes of all or substantially all of its assets.

12.2 Upon the occurrence of any Event of Default as defined herein, CIBC shall be entitled to declare all amounts owing under the Note and the Loan to be immediately due and payable in full and to pursue all rights and remedies provided for in the Loan Docu­ ments, or by any applicable law, and all such remedies are deemed to be cumulative and may be exercised individually or in combination as appropriate. The exercise of any one or more rights or remedies shall not be deemed a waiver of any other rights or remedies.

13. Miscellaneous Provisions.

13.1 No Waiver. No waiver of any Event of Default shall be implied from any omission by CIBC to take action on account of such default, and no express waiver shall affect any default other than the defaults specified in the waiver and shall be operative only for the time and to the extent therein stated.

13.2 Notices. All notices required to be given hereunder shall be delivered personally or by registered or certified mail. All such notices delivered by mail shall be deemed to have been served forty-eight (48) hours after posting. The addresses of the parties for delivery of notices shall be:

13.2.1 Borrower:

Standard Metals Corporation Olympic Tower 645 Fifth Avenue New York, New York 10022

and a copy thereof to:

7355 East Orchard Road S u i t e 1 0 0 . Englewood, Colorado 80111 1 3 . 2 . 2 C I B C :

Suite 5670, 600 Grand Street Pittsburgh, Pennsylvania 15219

and a copy thereof to:

Suite 925, One Denver Place 999 Eighteenth Street Denver, Colorado 80202

13.3 Actions. CIBC shall have the right to commence, appear in, or defend any action or proceedings pur­ porting to affect the rights, duties or liabilities of the parties as set forth in the Loan Documents or CIBC's rights in the Collateral. In such event, Borrower agrees to pay CIBC on demand all expenses, including attorney's fees, incurred in connection with such action.

13.4 No Assignment. The Loan Agreement and the rights or duties described herein may not be assigned by Borrower without CIBC's prior written consent, which consent CIBC may grant or withhhold in its sole dis­ cretion. Without in any way lessening the effect of the preceding sentence, the duties and obligations provided in this Loan Agreement and in the Loan Docu­ ments shall be binding upon and enure to the benefit of the successors and assigns of the parties hereto.

13.5 Colorado Law. This Loan Agreement and the Loan Docu­ ments have been executed and delivered in the State of Colorado and are to be governed by and construed in accordance with the laws of said state.

13.6 Amendment. No amendment to this Loan Agreement or any of the Loan Documents shall be effective unless in writing and signed by the party sought to be bound t h e r e b y .

13.7 Severability/Titles. In case any one or more of the provisions of this Loan Agreement or any of the Loan Documents shall be held to be invalid, illegal or unenforceable in any respect by any Court or other entity having the authority to do so, the validity of the remaining provisions shall in no way be affected, prejudiced or disturbed. Titles and headings herein are for reference purposes only and do not constitute a part of this Loan Agreement. 1 3 . 8 Counterparts. This Loan Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one agreement.

13.9 No Broker. Borrower represents and warrants that it was not represented in any way by any broker or commission agent in obtaining the Loan and Borrower agrees to indemnify e.nd hold CIBC harmless for any loss, cost, expense, commission or fee incurred, claimed or asserted against CIBC by any broker or commission agent in connection with the Loan.

13.10 Business Day. The term Business Day shall mean any day on which CIBC's Pittsburgh and Denver offices are open for business.

IN WITNESS WHEREOF the parties have caused this Loan Agree­ ment to be executed as of the day set forth above.

BORROWER:

STANDARD METALS CORPORATION

CIBC:

CANADIAN IMPERIAL BANK OF COMMERCE

B y D EK ' . N D I *xOM I *. O F Y NOi'K

■ ten\A5r, Col . . 'o N o v e m b e r ___ 1 9 R I

FOR VALUE RECEIVED, the undersigned, STANDARD METALS CORPORATION promises to pay to the order of CANADIAN IMPERIAL BANK OF COMMERCE, at Suite 5670, 600 Grand Street, Pittsburgh, Pennsylvania 15219 ["CIBC"]/ on demand, the principal sum of Six Million Dollars ($6,000,000.00), or so much thereof as shall have been disbursed, together with interest on the bal­ ance of principal from time to time remaining unpaid at the. rate of 24% per annum, or as otherwise provided in the Loan Agreement when executed. Interest shall accrue from the date of each disbursement until repayment in immediately available funds. The annual rate of interest shall be converted to a daily rate on the basis of a 360-day year and applied daily. CIBC shall be entitled to a minimum charge of $200. At CIBC's option amounts owing hereunder may be evidenced by one or more separate promissory notes.

This Note is executed and delivered in the State of Colo­ rado and is intended to be governed by and construed in ac­ cordance with the laws of_the State of Colorado. All dollar figures used herein are expressed in U.S. Dollars.

STANDARD METALS CORPORATION, a Colorado corporation

B y ______

T i t l e : S t a n dard Metals Corporation is the successor in interest to Marcy-Shenandoah Corporation, the original lessee of certain mineral interests located in San Juan County, Colorado, pursuant to a Lease between United States Smelting Refining and Mining Company, as lessor, and Marcy-Shenandoah Corporation, as lessee. Washington Mining Company is the successor in interest to United States Smelting Refining and Mining Company. A copy of the original lease, entered into as of February 28, 1959, has been delivered to the Canadian Imperial Bank of Commerce and its counsel. Standard Metals Corporation and Washington Mining Company modified the lease as of July 1, 1970, and amended the lease as of August 1, 1973. A copy of the modification and of the amendment have been delivered to the Canadian Imperial Bank of Commerce and its counsel.

■ The lease and its modifications and amendments contain obligations binding on Standard Metals Corporation, and in the event that Standard Metals Corporation should ever fail to per­ form its obligations under the lease, Washington Mining Company could have certain rights and remedies, the exercise of which may conflict with the rights of Canadian Imperial Bank of Commerce as mortgagee. < j > C A NADIAN IMPERIAL BANK O F COMMERCE

NEW YORK AGENCY 22 WILLIAM STREET. H E W v nw K r H Y BRANCH AND DATE

IRREVOCABLE STANDBY LETTER OF CREDIT HO, 246-81/9006

AMOUNT US$347, 543*00 NOVEMBER *27# 1 9 8 1

BHWHCrW APPLICANT

STATE OP COLORADO STANDARD NBTAZiS CORP MINED LAND RECLAMATION BOARD DENVER. COLORADO 423 SHERMAN DENVER, COLORADO 80203

INITIAL EXP1RATIQM nvr*T NOV 27, 1981 OCT 31, 1982 GENTLEMEN:

WE HEREBY ISSUEDAND ESTABLISH OUR IRREVOCABLE LETT» OF CREDIT, THE AMOONT OP WHICH IS AVAILABLE BY BENEFICIARY'S DRAFT OR DRAFTS DRAWN UPQH OS. WHICH SHALL BE PAID AT SIGHT, WHEN ACCOMPANIED BY THE FOLLOW I M G DOCUMENT»

A WRITTEN STATEMENT OF THE DIRECTOR ("THE DIRECTOR”) OF THE MINED LAND RECLAMATION BOARD OF THE STATS OF COLORADO (“THE BOARD") CERTIFYING THAT HE IS A DULY AUTHORIZED OF­ FICIAL ACTING ON BEHALF OF THE STATE OF AND THAT THE AMOUNT OF THE ACCOMPANYING SIGHT DRAFT IS DDE AND FAY» ABLE TO THE STATE OF COLORADO PURSUANT TO APPLICABLE PROVISIONS OF COLORADO STATUTES GOVERNING MINED 1AND RECLAMATION AND THAT STANDARD METAL CORPORATION DENVER, COLORADO OR ITS SUCCESSOR HAS NEGLECTED, FAILED OR REFUSED TO PAY SUCH AMOUNT ALTHOUGH RBSOESTED TO DO SO BY TES DIRECTOR.

EACH SIGHT DRAFT SO DRAWN AND PRESENTED SHALL BE HONORED BY US IF PRESENTED PRIOR TO TH2 CLOSE OF BUSINESS ON Tffi EXPIRATION DAT* OF THIS LETTER OF CHENIT THIS CREDIT REFERS TO STANDARD METAL CORPORATION'S APPLICATION FOR A ™>HTT ** ' TO ENGAGE IN MINING AND RECLAMATION ACTIVITIES WITHIN TIE STATE OF COLORADO.

IT IS AN EXPRESS CONDITION OP THIS LETTER OF CREDIT THAT IT SHALL BE AUTO­ MATICALLY EXTENDED FOR SUCCESSIVE ADDITIONAL PERIODS OF ONB YEAR BACH, FROM THE INITIAL AND EACH FUTURE EXPIRATION DATE UNLESS THE CANADIAN IMPERIAL BANK OF COMMERCE NEW YORK AGENCY SHALL NOTIFY THE DIRECTOR AT LEAST 60 DAYS PRIOR TO AN EXPIRATION DATE IN WRITING BY REGISTERED HA I X , ON THE ABOVE o -*xS CREDIT C0NS1.n JS ' OP TWO PAGES, THE FIRST FORMING AH INTEGRAL’PART THEREOF. CANADIAN IMPERIAL BANK O P COMMERCE

MKtJ YQRg AflffMrV 3 7 1 W rtV— w Ï Q R BRANCH AND DATE

ADDRESSEE, THAT THE BANK ELECTS NOT TO EXTEND THE CREDIT FOR SUCH

AN ADDITIONAL PERIOD. ON SUCH AN EVENT IN ADDITION TO HIS POWER

TO DRAW HEREON UNDER THE PROCEEDING PARAGRAPHS, THE DIRECTOR MAY

DRAW THE FULL OR ANT LESSER AMOUNT HEREOF AT ANT TIME PRIOR TO SUCH

EXPIRATION DATE BY SIGHT DRAFT, OR DRAFTS, ACCOMPANIED BY THE WRITTEN

STATEMENT OF THE DIRECTOR CERTIFYING THE AMOUNT DRAWN WILL BE HELD

AS A CASH DEPOSIT IN LIEU OF SURETY, AS PROVIDED IN APPLICABLE COLO­ RADO STATUTES COVERING MINED LAND AND RECLAMATION.

THE ORIGINAL SIGNED LETTER OF CREDIT WILL BE PRESENTED TO THE

BANK BY THE BENEFICIARY ALONG WITH ANY DRAFT PRESENTED PURSUANT TO

THIS LETTER OF CREDIT, AND WILL BE SURRENDERED TO THE BANK WITH ANY

DRAFT WHICH DRAWS THE FULL AMOUNT, OR THE BALANCE REMAINING AVAILABLE, ENDER THIS LETTER OF CREDIT*

IF ANY EXPIRATION DATE SPECIFIED HEREIN 8HALL FALL UPON A DAY

OTHER THAN A REGULAR BUSINESS DAY OF THE BANK, THE EXPIRATION DATE

SHALL BE EXTENDED TO THE CLOSE OF BUSINESS ON THE NEXT SUCCESSIVE

BUSINESS DAY OF THE BANK.

FOR CANADIAN IMPERIAL BANK OF COMMERCE

AUTHORIZED SIGNATURE

COUNTERSIGNED“ P u r s uant to Section 9.8 hereof, the following are the pending actions affecting Standard Metals Corporation or the Collateral:

A. The four below-described pending actions are between the Oklahoma Publishing Company Group and Standard Metals Corporation, and a copy of each complaint has been delivered to Canadian Imperial Bank of Commerce and its counsel.

Standard Metals Corporation v. Tomlin/ et al. is pending in the federal court in New York. It charges defendants with violating the federal securities laws. Specifically, it alleges de­ fendants failed to make timely and accurate filings with the Securities and Exchange Commission, and participated in misrepresentations by Tomlin in connection with his exercise of stock option. Please note that certain portions of the complaint, as indicated therein, have been ordered to be deleted by the Court.

Noble, et al. v. Gresov, et al. is pending in the Court of Chancery in Delaware. It alleges that defendants have wasted the assets of Standard by, among other things, permitting unreasonable employment contracts, permitting the flood in June 1978, and by underinsuring the property of S t a n d a r d .

Oklahoma Publishing Company v. Standard Metals Corporation, et al. was filed in the federal court in Oklahoma, it charges defendants with failing to make accurate disclosures in press releases and shareholders letters and complains that the acquisition of the smelter in Atlanta was improper.

Oklahoma Publishing Company v. Standard Metals Corporation was recently filed in the Court of Chancery in Delaware. It seeks to compel an annual meeting of Standard’s shareholders in the near f u t u r e .

B. U.S. v. Standard Metals Corporation, Civil Action No. 8Q-C-489 is an action by the Environmental Protection Agency relating to the present discharge permits for the American Tunnel, Terry Tunnel and Mayflower Mill. The p a r t ies to this action have reached a settlement in concept which will call for a payment of twenty-five thousand dollars ($25,000) by Standard Metals Corporation,, A letter more fully describing the settlement has been delivered to Canadian Imperial Bank of Commerce and its C o u n s e l .

C. The Colorado Water Quality Control Division has proposed stream classifications and standards for certain streams into which Standard Metals Corporation has discharge points. If these proposed classifications and standards are adopted as proposed, they could nega­ tively impact on Standard Metals Corporation’s operations on the Collateral. Standard Metals Corporation has notified the Colorado Water Quality Control Division of its objections to the proposed classifications and is attempting to resolve this potential problem. Copies of the relevant parts of the proposed stream classifications and standards and other documents related to these pro­ posed classifications have been delivered to Canadian Imperial Bank of Commerce and its Counsel. No. /~'N\ mm* Filed for record a .05 o ’clock A«M«I December f 1981* Duly record ;n Book 168, Pages 550 to 572, both Incl# V- Addle A* Sim, Recorder«

MORTGAGE, SECURITY AGREEMENT AND FINANCING STATEMENT

FROM

STANDARD METALS CORPORATION

TO

CANADIAN IMPERIAL BANK OF COMMERCE

Dated November*¿2, 1981

"THIS INSTRUMENT CONTAINS AFTER ACQUIRED PROPERTY PROVISIONS.1'

THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS. MORTGAGE, SECURITY AGREEMENT AND FINANCING STATEMENT.

THIS MORTGAGE, SECURITY AGREEMENT AND FINANCING STATEMENT, d a te d November Jfc, 1981 i s fro m STANDARD METALS CORPORATION, a Delaware corporation (the "Mortgagor11), to CANADIAN IMPERIAL BANK OF COMMERCE (th e "B a n k ").

1. The Mortgagor and the Bank have entered into a Loan Agreement, of even date herewith (the "Loan Agreement"). Pursuant to the Loan Agreement, the Bank has agreed to lend to the Mortgagor amounts not to exceed $6,000,000 (the "Loan"), The Mortgagor, to evidence its indebtedness to the Bank under the Loan Agreement, has executed and delivered to the Bank its promissory note (the "Promissory Note"), of even date herewith, in the principal sum of $6,000,000, and maturing on November 1, 1985. The Promissory Note is payable to the order of the ..Bank, bears interest at the rate provided therein,.and contains provisions for payment of attorneys' fees and for acceleration of maturity in the event of default.

2. For a ll purposes of this instrument, unless the context otherwise requires:

A. "Production Sale Contracts" means con­ tracts, now in effect, or subsequently entered into by the Mortgagor, or the Mortgagor's predecessors in interest, for the sale, purchase, exchange or pro­ cessing of metals and minerals produced from the lands described in the attached Exhibit A.

B. "M ills" means the properties, facilities and equipment constituting the m ill presently known as the Shenandoah Dives M ill (and also known as the Mayflower M ill) near Silverton, Colorado. "M ills" also includes a ll future fa cilitie s or related groups of facilities"constructed and equipped for the m illing of metals and minerals, and any other sim ilar properties, located on or utilized in connection with the properties described in Exhibit A.

C. "Mines" means a ll mines located on the properties described in Exhibit A.

D. "Operating Equipment" means the equipment specifically described in the attached Exhibit B, and a ll other surface or subsurface machinery and equip­ ment of any kind, located during the course of the Loan on any of the lands described in Exhibit A, that is useful for the production, mining, m illing, treat­ ment, storage or transportation of metals and minerals. "Operating Equipment" includes, but is not lim ited to, hoisting shafts; a ir shafts;, engines; - boilers; dynamos, generators, and other electrical apparatus; machinery and tipples; storehouses and other buildings owned or used by the Mortgagor in connection with any of the lands described in Exhibit A; and a ll tools, supplies, equipment and personal property now owned or later acquired by the Mortgagor, for use in connection with the lands described in Exhibit A. N6* File V record at 9*05 ofclodk A,M: \ /amber 7» 1981 Duly .¿corded in Book 168 pages 550 V J?2 tooth incl. Addle A* Sim* Recorder*

E. "Subject Property” means:

(a)' a ll interests of any type in the real property described in Exhibit A;

(b) a ll metals and minerals produced or to be produced from the real property described in Exhibit A;

(c) the Mines;

(e) the Production Sales Contracts;

(f) a ll interests of any type that the Mortgagor now has or later acquires in any leages of real or personal property located in n n io1&*V ' San Juan^Countyr Colorado, as well as the proceeds of any such leases; ( X o d (g) a ll permits, licenses, contracts, O o r c L c j agreements and warranties relating to any of the Mines, the M ills,' or the real property described in Exhibit A.

(h) the Mortgagor’s inventories of raw materials, work in progress, supplies, spare parts and finished goods and products, wherever located and whenever acquired;

(i) the "Operating Equipment”; and

(j) a ll other interests in property, of any nature, related to th& interests described in sub-sections (c) through (i) above.

Notwithstanding the generality of the above description, the .Subject Property is subject to (a) a ll restrictions and lim itations, of any type, in the specific descriptions in the attached Exhibits, (b) the assignment of production provided for in Para­ graph 3, and (c) the condition that the Bank is not liable for the performance of any of the Mortgagor's obligations.

F. "Notes” and “Indebtedness” are defined in Section 1.2.

The Mortgagor, to secure payment of the debts and performance of the Covenants set forth below, mortgages to the Bank a ll the Mortgagor's interest in a ll of the Subject Property. In addition, to the extent that the Subject Property consists of personal property or fixtures (as defined in the applicable provisions of the Uniform Commercial Code, § 4-1-101, et seq., C.R.S. 1973), the Mortgagor grants to thé Bank a security interest in the Subject Property.

COVENANTS AND CONDITIONS

1.-’ Indebtedness Secured

1.1 Indebtedness Secured. The following items of indebtedness are secured by th is mortgage: ( a ) The Promissory Note, and all obligations and liabilities of the Mortgagor under the Loan Agreement;

(b) Any promissory notes evidencing additional loans which the Bank may from time to time make to the Mortgagor, the Bank not being obligated, however, to make such additional loans;

(c) Any sums advanced or expenses or costs incurred by the Bank (or any receiver appointed hereunder) which are made or incurred pursuant to, or permitted by, the terms hereof, plus interest thereon at the rate herein specified or otherwise agreed upon, from the date of the advances or the incurring of such expenses or costs until reimbursed;

(d) All amounts payable by the Mortgagor under the Loan Agreement as a Commitment Fee or otherwise;

(e) Any and all other indebtedness of the Mortgagor to the Bank now or hereafter owing, whether direct or indirect, primary or secondary, fixed or contingent, joint or several, regardless of how evidenced or arising; and

(f) Any extensions or renewals of all such indebted­ ness described in subparagraphs (a) through (e) above whether or not the Mortgagor executes any extension agree­ ment or renewal instruments.

1 . 2 Indebtedness and Notes Defined. All the above items of indebtedness are hereinafter collectively referred to as the "Indebtedness . 11 Any promissory notes evidencing any part of the Indebtedness are hereinafter referred to collectively as the "Notes."

2. Particular Covenants and Warranties of the Mortgagor

2.1 Payment of the Indebtedness. The Mortgagor will duly and punctually pay the Indebtedness, including each and every obligation owing on account of the Notes or the Loan Agreement.

2.2 Warranties. The Mortgagor warrants that (a) the Mortgagor has good and marketable title to each property, right or interest constituting the Subject Property and has the legal right to grant and convey the same to the Bank; (b) the Subject Property is free from all encumbrances or liens whatsoever, except as may be specifically set forth in exhibits hereto or as permitted by the provisions of Section 2.5(e) hereof; and (c) the Mortgagor is not obligated, by virtue of any prepayment under any contract providing for the sale by the Mortgagor of metals or minerals which contains a "take or pay" clause or under any similar arrangement, to deliver metals or minerals at some future time without then or thereafter receiving full pay­ ment therefor. The Mortgagor will warrant and forever defend the Subject Property unto the Bank, against every person whom­ soever lawfully claiming the same or any part thereof, and the Mortgagor will maintain and preserve the lien hereby created so long as any of the Indebtednness remains unpaid.

2.3 Further Assurances. The Mortgagor will execute and deliver such other and further instruments and will do such other and further acts as in the opinion of the Bank may be necessary or desirable to carry out more effectually the purposes of this instrument, including, without limiting the generality of the foregoing, prompt correction of any defect No* 151^10 FiJ'C^for record at 9:05 o'clock A/C^ecember 7t 19^1 Du; recorded in Book 168 pages 51 - )-o 572 Both incl. Addle A, Sim, Recorder. ^

which may hereafter be discovered in the title to the Subject Property or in the execution and acknowledgment of this instru­ ment, any Note, or any other document used in connection h e r e w i t h .

2*4 Taxes. Subject to the Mortgagor's right to contest the same, the Mortgagor will promptly pay all taxes, assess­ ments and governmental charges legally imposed upon this instrument or upon the Subject Property or upon the interest of the Bank therein, or upon the income and profits thereof.

2.5 Operation.of Subject Property. So long as the Indebtedness or any part thereof, remains unpaid, and whether or not the Mortgagor is the operator of the Subject Property, the Mortgagor shall, at the Mortgagor's own expense:

(a) Do all things necessary to keep unimpaired the Mortgagor's rights in the Subject Property and not abandon the Mines or the Mills or forfeit, surrender or release any rights in the Subject Property or enter into any operating agreement without the prior written consent of t h e B a n k ;

(b) Regularly operate the Mills and the Mines in a good and workmanlike manner as would a prudent operator, and in accordance with generaly accepted practices, applicable operating agreements, and all applicable federal, state and local laws, rules and regulations, and do all things necessary to rehabilitate the Mines, the Mills and all facilities related to any and all thereof;

(c) Pay, or cause to be paid, promptly as and when due and payable, all rentals and royalties payable in respect of the Subject Property, and all expenses incurred in or arising from the operation or development of the Subject Property;

(d) Cause the Mines, the Mills and the Operating Equipment to be kept in good and effective operating condition, and all repairs, renewals, replacements, addi­ tions and improvements therof or thereto, needful to the production or processing of metals or minerals from the Subject Property, to be promptly made;

(e) Cause the Subject Property to be kept free and clear of liens, charges and encumbrances of every charac­ ter, other than ( 1 ) the lien hereof, (2 ) taxes consti­ tuting a lien but not due and payable, (3) defects or irregularities in title, and liens, charges or encum­ brances, which are not such as to interfere materially with the development, operation or value of the Subject Property and not such as to affect materially title thereto, (4) those set forth or referred to in exhibits hereto, (5) those being contested by the Mortgagor in good faith in such manner as not to jeopardize the Bank's rights in and to the Subject Property, and ( 6 ) t h o s e consented to in writing by the Bank; and

(f) Carry in standard insurance companies and in amounts satisfactory to the Bank the following insurance: (a) workmen's compensation insurance and public liability and property damage insurance in respect of all activities in which the Mortgagor might incur personal liability for the death or injury of an employee or' third person, or damage to or destruction of another's property; and (b) to t h e extent such insurance is carried by others engaged in similar undertakings in the same general areas in which the Subject Property is located, insurance in respect of the Mines, the Mills and the Operating Equipment, against loss or damage by fire, lightning, hail, tornado, explosion and other similar risks.

2.6 -Recording, Etc. The Mortgagor will promptly and at its expense, record, register, deposit and file this and every other instrument in addition or supplemental hereto in such offices and places and at such times and as often as may be necessary to preserve, protect and renew the lien hereof as a first lien on real or personal property as the case may be and the rights and remedies of the Bank, and otherwise will do and perform all matters or things necessary or expedient to be done or observed by reason of any law or regulation of any State or of the United States or of any other competent authority, for the purpose of effectively creating, maintaining and preserving the lien hereof on the Subject Property..

2.7 Sale or Mortgage of Subject Property. The Mortgagor will not sell, convey, mortgage, pledge, or otherwise dispose of or encumber the Subject Property nor any portion thereof, nor any of the Mortgagor's right, title or interest therein without first securing the written consent of the Bank.

2.8 Amendments. The Mortgagor will not enter into any amendments or supplements to any of the leases of real property subject to the lien of this Mortgage without the prior express written consent of the Bank.

3. Assignment of Production

3 -1 Assignment. As further security for the payment of the Indebtedness, the Mortgagor hereby transfers, assigns, warrants and.conveys to the Bank# effective as of A s< n /, J o / / / a t 3 ? + / f o'clock . all right, title and interestof "the Mortgagor in and to the metals and minerals, which are thereafter produced and which accrue to the Subject"Property, and all proceeds therefrom. All parties producing, purchasing or receiving any such metals or minerals, or having such, or proceeds therefrom, in their possession for which they or others are accountable to the Bank by virtue of the provisions of this Paragraph 3, are authorized and directed to treat and regard the Bank as the assignee and transferee of the Mortgagor and entitled in the Mortgagor's place and stead to receive such metals and minerals and all proceeds therefrom; and said parties and each of them shall be fully protected in so treating and regarding the Bank, and shall be under no obligation to see to the application by the Bank of any such proceeds or payments received by it.

3.2 Authority to Collect. Until the happening of an event of default hereunder, the Mortgagor will, at its own expense, endeavor to collect, as and when due all amounts due with respect to the sale of metals and minerals produced from the Subject Property, including the taking of such action with respect to such collection as the Bank may reasonably request or, in the absence of such request, as the Mortgagor may deem advisable. The Bank may, however, at any time and from time to time, notify the purchasers of metals and minerals produced from the Subject Property to make direct payment to the Bank of any amounts due or to become due to the Mortgagor as proceeds of such sales. tfo. 131^10 Filed Record at 9?05 o'clock A.M. o^Qec. 7* 1981 ■ fc‘ ' ’ * Duly /" Yded in Book 168 Pages 550 tc a 0 both incl. Addie ...'isim, Recorder* -■

3.3 No Liability of the Bank in Collecting. The Bank is hereby absolved from all liability for failure to enforce collection of any proceeds so assigned and from all other responsibility in connection therewith, except the responsibility to account to the Mortgagor for funds actually r e c e i v e d .

3.4 Assignment not a Restriction on the Bank's Rights. Nothing herein contained shall detract from or limit .the absolute obligation of the Mortgagor to make payment of, the,In­ debtedness regardless of whether the proceeds assigned by this Paragraph 3 are sufficient to pay the same, and the rights under this Paragraph 3 shall be in addition to all other security now or hereafter existing to secure the payment of the Indebtedness.

3.5 Status of Assignment. Notwithstanding the other pro­ visions of this Paragraph 3, the Bank or any receiver appointed in judicial proceedings for the enforcement of this mortgage shall have the right to receive all of the metals and minerals herein assigned and the proceeds therefrom after any Note or other item of Indebtedness has been declared due and payable in accordance with the provisions of Section 4.1 hereof and to apply all of said proceeds as follows?

First; To the payment and satisfaction of all costs and expenses incurred in connection with the collection of such proceeds, and the payment and reimbursement of all items of the Indebtedness not evidenced by any Note.

Second; To the payment and satisfaction of the accrued interest on the Notes and other items of Indebtedness.

Third; To the amounts of principal then due and owing on the Notes and other items of Indebtedness.

Fourth; The balance, if any, shall either be applied on the then unmatured-principal amounts of the Notes and other items of Indebtedness, in such order of application as the Bank may select, or, at the option of the Bank, released to the Mortgagor.

Upon any sale of the Subject Property or any part thereof pur­ suant to Paragraph 5, the metals and minerals thereafter produced from the property so sold, and the proceeds therefrom, shall be. included in such sale and shall pass to the purchaser free and clear of the assignment contained in this Paragraph.

3.6 Indemnity. The Mortgagor agrees to indemnify the Bank against all claims, actions, liabilities, judgments, costs, attorneys' fees or other charges of whatsoever kind or nature (all hereinafter in this Section 3.6 called "claims") made against or incurred by it as a consequence of the asser­ tion, either before or after the payment in full of the Indebtedness, that it received metals and minerals herein assigned or the proceeds thereof claimed by third persons, and the Bank shall have the right to defend against any such claims, employing attorneys therefor, and unless furnished with reasonable indemnity, it shall have the right to pay or com­ promise and adjust all such claims. The Mortgagor will indemnify and pay to the Bank any and all such amounts as may be paid in respect thereof or as may be successfully adjudged against the Bank. The obligations of the Mortgagor as herin- above set forth in this Section 3.6 shall survive the release of this mortgage. 4. E vents of Default

4.1 Events of Default. In case any one or more of the following "events of default 11 shall occur and shall not have been remedied:

(a) default for ten days in the payment of principal of or interest on any Note, or in the payment of any other Indebtedness secured hereby, when due;

(b) the occurrence of an Event of Default under the Loan Agreement or any document executed as security for or in connection with the Note;

(c) the title of the Mortgagor to the Subject Property or any substantial part thereof shall become the subject matter of litigation which would or might, in the Bank’s opinion, upon final determination result in sub­ stantial impairment or loss of the security provided by this instrument and upon notice by ' t h e Bank to the Mortgagor such litigation is not dismissed within thirty (30) days of such notice;

then and in any such event the Bank, at its option, may declare the entire unpaid principal of and the interest accured on the Notes and all other Indebtedness secured hereby to be forthwith due and payable, without any notice or demand of any kind, both of which are hereby expressly waived.

5. Enforcement of the Security

5.1 Judicial Proceedings. Upon occurrence of an event of default and if such event shall be continuing, the Bank may proceed by a suit or suits in equity or at law, whether for a foreclosure hereunder, or for the sale of the Subject Property, or for the specific performance of any covenants or agreement herein contained or in aid of the execution of any power herein granted, or for the appointment of a receiver pending any fore­ closure hereunder or the- sale of the Subject Property, or for the enforcement of any other appropriate legal or equitable r e m e d y .

5.2 Certain Aspects of a Sale. The Bank shall have the right to become the purchaser at any sale held by any court,' receiver or public officer, and the Bank shall have the right to credit upon the amount of the bid made therefor, the amount payable out of the net proceeds of such to it. Recitals contained in any conveyance made to any purchaser at any sale made hereunder shall conclusively establish the truth and accuracy of the matters therein stated, including, without limiting the generality of the foregoing, nonpayment of the unpaid principal sum of, and the interest accrued on, the Notes after the same have become due and payable, and advertisement and conduct of such sale in the manner provided by law.

5.3 Receipt to Purchaser. Upon any sale, the receipt of the officer making sale under judicial proceedings, shall be sufficient discharge to the purchaser or purchasers at any sale for his or their purchase money, and such puchaser or purchasers', his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of such officer therefor, be obliged to see to the application of such purchase money, or be in anywise answerable for any loss, misapplication or nonapplication thereof. Dulj jorded in Book ! Addle A* Sim, Recorder

5.4 Effect of Sale. ■ Any sale or sales of the Subject Property shall operate to divest all right, title, interest, claim and demand whatsoever either at law or in equity, of the Mortgagor of, in and to the premises and the property sold, and shall be a perpetual bar, both at law and in equity, against the Mortgagor, the Mortgagor’s successors or assigns, and against any and all persons claiming, or who thereafter claim all or any of the property sold from, through or under the Mortgagor, or the Mortgagor's successors or assigns; neverthe­ less, the Mortgagor, if requested by the Bank so to do, shall join in the execution and delivery of all proper conveyances, assignments and transfers of the properties so sold.

5.5 Application of Proceeds. The proceeds of any sale of the Subject Property or any part thereof shall be applied as f o l l o w s :

First; To the payment of all expenses incurred by the Bank including, without limiting the generality of the foregoing, expenses of any entry or taking of possession, of any sale, of advertisement thereof; and of conveyances, and as well, court costs, compensation of agents and employees and legal fees;

Second: To the payment of the Notes and of the other items of Indebtedness with interest to the date of such p a y m e n t ;

Third: Any surplus thereafter remaining shall be paid to the Mortgagor or the Mortgagor’s successors or assigns, as their interests shall appear.

5.6 Mortgagor’s Waiver of Appraisement, Marshalling, etc. Rights. The Mortgagor agrees, to the full extent that the Mortgagor may lawfully so agree, that the Mortgagor will not at any time insist upon or plead or in any manner whatever claim the benefit of any appraisement, valuation, stay, extension or redemption law now or hereafter in force, in order to prevent or hinder the enforcement or foreclosure of this instrument or the absolute sale of the Subject Property or the possession therof by any purchaser; but the Mortgagor, for the Mortgagor and all who may claim through or.under the Mortgagor, so far as the Mortgagor or those claiming through or under the Mortgagor now or hereafter lawfully may, hereby waives the benefit of all such laws. The Mortgagor, for the Mortgagor and all who may claim through or under the Mortgagor, waives, to the extent that the Mortgagor may lawfully do so; any and all right to have the Subject Property marshalled upon any foreclosure of the lien hereof, or sold in inverse order of alienation, and agrees that any court having jurisdiction to foreclose such lien may sell the Subject Property as an entirety. If any law in this paragraph referred to and now in force, of which the Mortgagor or the Mortgagor’s successor or successors might take advantage despite the provisions hereof, shall hereafter be repealed or cease to be in force, such law shall- not thereafter be deemed to constitute any part of the contract herein contained or to preclude the operation or application of the provisions of this paragraph.

5.7 Costs and Expenses. All costs and expenses (including attorneys' fees) incurred by the Bank in protecting and enforcing its rights hereunder, shall constitute a demand obligation owing by the Mortgagor to the Bank, shall draw, interest at the rate applicable to the balances owing under the Note, and shall constitute a portion of the Indebtedness secured hereby. 5 . 8 Operation of Property by the Bank. Upon the occurrence of an event of default and in addition to all other rights herein conferred on the Bank, the Bank (or any person, firm or corporation designated by the Bank) shall have the right and power, but shall not be obligated, to enter upon and take possession of any of the Subject Property, and to exclude the Mortgagor, and the Mortgagor's agents or servants, wholly therefrom, and to hold, use, administer, manage and operate the same to the extent that the Mortgagor shall be at the. time entitled and in his place and stead. The Bank, or any person, form or corporation designated by it, shall have the right to collect, receive and receipt for the Mortgagor's share of all metals and minerals produced and sold from said properties, to make repairs, purchase machinery and equipment, conduct work- over operations, and to exercise every power, right and privilege of the Mortgagor with respect to the Subject Property. When and if the expenses of such operation and development (including costs of unsuccessful work-over operations) have been paid and the Indebtedness paid, said properties shall, if there has been no sale or foreclosure, be returned to the Mortgagor.

6 . Miscellaneous

6.1 Advances bv the Bank. Each and every covenant herein contained shall be performed and kept by the Mortgagor solely at the Mortgagor's expense. If the Mortgagor shall fail to perform or keep any of the covenants of whatsoever kind or nature contained in this instrument, the Bank, or any receiver appointed hereunder, may, but shall not be obligated to, make advances to perform the same in the Mortgagor's behalf, and the Mortgagor hereby agrees to repay such sums upon demand plus interest at the rate applicable to the balances owing under the Note, and the same shall constitute a portion of the Indebted­ ness secured hereby. No such advance shall be deemed to relieve the Mortgagor from any default hereunder.

6.2 Defense of Claims. The Mortgagor will notify the Bank, in writing, promptly of the commencement of any legal proceedings affecting the lien hereof or the Subject Property, or any part thereof, and will take such action, employing attorneys agreeable to the Bank, as may be necessary to preserve the Mortgagor's, and the Bank's rights affected thereby; and should the Mortgagor fail or refuse to take any such action, the Bank may, upon giving prior written notice therof to the Mortgagor, take such action in behalf and in the name of the Mortgagor and at the Mortgagor's expense. More­ over, the Bank may take such independent action in connection therewith as it may in its discretion deem proper, the Mortgagor hereby agreeing that all sums advanced or all expenses incurred in such actions plus interest at the rate applicable to the balances owing under the Note, will, on demand, be reimbursed to the Bank, or to any receiver appointed hereunder, and will constitute a portion of the Indebtedness secured hereby.

6.3 Property to Revert. If the Indebtedness shall be fully paid and the covenants herein contained shall be well and truly performed, then all of the Subject Property shall revert to the Mortgagor and the entire estate, right, title and interest of the Bank shall thereupon cease; and the Bank in such case shall, upon the request of the Mortgagor and at Mortgagor's cost and expense, deliver to the Mortgagor, proper instruments acknowledging satisfaction of this instrument. Fi?C Y or record on December 7» 19 9:05 p’ clock A.M. Du Recorded in Book 168 pages 55 572 both incl. Adaae A. Sis, Recorder*

6.4 Renewals, Amendments and Other Security. Renewals and extensions of the Indebtedness may be given at any time and amendments may be made to agreements relating to any part of such Indebtedness or the Subject Property and the Bank may take or may now hold other security for the Indebtedness without notice to or consent of the Mortgagor. The Bank may resort first to such other security or any part thereof or first to the security herein given or any part thereof, or from time to time to either or both, even to the partial or complete abandonment of either security, and such action shall not be a waiver of any rights conferred by this instrument, which shall continue as a first lien upon the Subject Property not expressly released until the Mote and all other Indebtedness secured hereby are fully paid.

6.5 Mortgage an Assignment, Etc. This Mortgage shall be deemed to be and may be enforced from time to time as an assignment, chattel mortgage, contract, financing statement, real estate mortgage, or security agreement, and from time to time as any one or more thereof.

6 .6 Limitation on Interest. No provision of this instru­ ment or of the Note shall require the payment or permit the collection of interest in. excess of the maximum permitted by law or which is otherwise contrary to law. If any excess of interest in such respect is herein or in the Note provided for, or shall be adjudicated to be so provided for herein or in the Note, the Mortgagor shall not be obligated to pay such excess.

6.7 Unenforceable or Inapplicable Provisions. If any provision hereof or of the Note is invalid or unenforceable, the other provisions hereof or of the Note shall remain in full force and effect, and the remaining provisions hereof shall be liberally construed in favor of the Bank in order to effectuate the provisions hereof, and the invalidity of any provision hereof in any jurisdiction shall not affect the validity or enforceability of any such provision in any other jurisdiction. Any reference herein contained to a statute or law of a state in which no part of the Subject Property is situated shall be deemed inapplicable to, and not used in, the interpretation h e r e o f .

6 .8 Rights Cumulative. Each and every right, power and remedy herein given to the Bank shall be cumulative and not exclusive; and each and every right, power and remedy whether specifically herein given or otherwise in such order as may be deemed expedient by the Bank and the exercise,, or the beginning of the exercise, of any such right, power or remedy shall not be deemed a waiver of the right to exercise, at the same time or thereafter, any other right, power or remedy. No delay or omission by the Bank in the exercise of any right, power or remedy shall impair any such right; power or remedy or operate as a waiver thereof or of any other right, power or remedy then and thereafter existing.

6.9 Waiver by Bank. Any and all covenants in this Mort­ gage may from time to time by instrument in writing signed by the Bank be waived to such extent and in such manner as the Bank may desire, but no such waiver shall ever affect or impair the Bank's rights or liens hereunder, -except to the extent specifically stated in such written instrument.

6.10 Successors and Assigns. This Mortgage is binding upon the Mortgagor, the Mortgagor's successors and assigns, and shall inure to the benefit of the Bank, its successors and a s s i gns, and the provisions hereof shall likewise be covenants running with the land.

6.11 Paragraph and Section Headings. The paragraph and section headings in this instrument are inserted for convenience and shall not be considered a part of this Mortgage or used in its interpretation.

6.12 Counterparts. This Mortgage may be executed in any number of counterparts, each of which shall for all puroses be deemed to be an original, and all of which are identical except that, to facilitate recordation, in any particular counterpart portions of Exhibit A hereto which describe properties situated in the counties other than the county in which such counterpart is to be recorded may have been omitted.

6.13 Special Filing as Financing 1 Statement. This Mortgage shall likewise be a Security Agreement and a Financing Statement and the Mortgagor hereby grants to the Bank, its successors and assigns, a security interest in all personal property, fixtures, accounts, contract rights and general intangibles described or referred to in the definition of the Subject Property and all proceeds from the sale, lease or other disposition of the Subject Property or any part thereof. This Mortgage shall be filed for record, among other places, in the real estate records of each county in which the leases described in Exhibit A hereto, or any part thereof, are situated, and, when filed in such counties shall be effective as a financing statement covering fixtures located on the properties described in Exhibit A (and Accounts arising therefrom).

6*14 Notices. Any notice, request, demand or other instrument which may be required or permitted to be given or served upon the Mortgagor shall be sufficiently given when mailed by First Class Mail, addressed to the Mortgagor at the address shown below the signatures at the end of this Mortgage or to such different address as the Mortgagor shall have desig­ nated by written notice -received by the Bank at the addresses shown below.

IN WITNESS WHEREOF, the Mortgagor has executed or caused to be executed this Mortgage, Security Agreement and Financing Statement as of the day, month and year first above w r i t t e n .

MORTGAGOR AND DEBTOR

STANDARD METAj^ CORPORATION

B y ( -----

A t t e s t :

S e c r e t a r y

Address of the Mortgagor is: 645 Fifth Avenue New York, New York 10022 No« 131^10 for record at $:05 o'ilocl.r ) /. on Deoember 7* 1981 Duly recorded in book 168 pages to 572 both incl« Addie A* Sim, Recorder,

SECURED PARTY

Commercial Banking Officer

The address of the Bank is: Suite 5670 600 Grand Street Pittsburgh, Pennsylvania 15219 a n d S u i t e 9 2 5 One Denver Place 999 18th Street Denver, Colorado 80202

STATE OF COLORADO )

(¿T. >/-____ COUNTY OF/f^fca^:) 0 The foregoing instrument was acknowledged before me

t h l 3 T7Jflay of November, 1981, by r f . v 7 ^J> s b t= 2 ----

* J ^ fen'fit O f l;'**vV’" I n • /^^««à^^-Metals Corporation, a Delaware corporation, on behalf ...w , çSiijporation.

V Jj y fMy commission expires: V J92Â y — .

Notary Public

f a ) $ 4 0 4 - o f (' ' A i r u J U ______)

O F ______! “ •

The foregoing instrument was acknowledged before me

this J ^ ^ day of November, 1981, by i / $ Q j .

______, J e r t /ftjrurffe* tc. t ,'

Canadian Imperial Bank of Commerce, a bank organized under the

<',v\0ftaws of Canada, on behalf of the bank.

•n V:..... •.%/

'i'/ \ * My commission expires; ^ 4 . J f $ * t

• •> \ ,"-y 9, *' .'*■ ...'''C' of Slotary Public J j ¥

( 0 a iT6 ^ i d r e s s I récord on Dec y? * 19 8l a t 9 o*clock A.M. Dulj' } ..¿»rdeaSin Book Jo8 pages 550 2 both incl. Addie A. Sim, Recorde.

EXHIBIT A TOyftpRTGAGE, SECURITY AGREEMENT AN}/FINANCING STATEMENT D a t e d a s off N o v e m b e r *5? > 1 9 8 1 from STANDARD METAUS CORPORATION to CANADIAN IMPERIAL BANK OF COMMERCE

PROPERTY DESCRIPTION

SAN JUAN COUNTY, COLORADO

I* The entire leasehold estate in the certain mining lease dated October 17, 1963 and recorded in Book 188 at page 42 of the San Juan County records from Richard H. Brenneman, et al,. to Standard Metals Corporation/covering the entire fee simple estate in and to the following described

• County, Colorado • N E US Mineral T a x a b l e “ S M C S u r v e y N o . N a m e L o c a t i o n A c r e a g e Coordinates

4 6 5 Black Heath R o s s B a s i n 1 0 . 3 3 1 7 1 9 1 8 1 8 8 3 6 B u c k R u n R o s s B a s i n 1 0 . 2 3 7 1 8 4 8 4 E m m a t R o s s B a s i n 6 . 6 2 1 8 1 9 1 8 1 9 4 6 9 M. E. Harrison R o s s B a s i n 6 . 4 (East 950 ft) 1 8 1 9 1 8 8 3 6 K o h i n o o r R o s s B a s i n 9 . 4 0 8 1 8 1 8 1 8 8 3 6 M o n a r c h R o s s B a s i n 1 0 . 3 3

♦Moultrie System

subject only to the followings • ___ . . .. i (a) the royalty payable to t h e , lessors under and • o, the other terms and provisions of said mining lease; and

(b) the terms and provisions of ;a mining leas« dated February 28, 1959- and recorded in Book 185 at page 225 of the San Juan County, Colorado records, -from United; States Smeltinq Refining and Mining Company to Marcy-Shenandoah Corporation*

II. The entire leasehold estate in that certain mining lease dated October 15, 1960 and recorded in Bookat page of the San Juan County, Colorado records from Mahlon D. Thatcher, et al. to Standard Metals corporation, covering.the entire fee simple estate in and to the following described mining lode claims.situated in the Eureka Mining District» San Juan County, Colorado: N Taxable SMC US Mineral Acreage Coordinates* Owner Survey Ko» Name Location H.T. White 2023 Bello Creole (Und 1/4) Sunnyside Basin) ié 21 Sunnyside Basin) 9.24 16 21 K.T. Farrar 2021 Belle Creole (Und 1/4) E.K. Gilbert 2021 Belle Creole (Und 1/2) Sunnyside Basin) 16 21 Sunnyside Basin) 17 20 H.T. White 2020 Grand Duke (Und 1/4) K.T. Farrar 2020 Grand Duke (Und 1/4) Sunnyside Basin) 10.33 17 20 * 20 E.K. Gilbert 2020 Grand Duke (Und 1/2) Sunnyside Basin) 17 20 H.T. White 17812 ■ Oracle (Und 1/4) Sunnyside Basir) 17 Sunnyside Basin) 6.347 17 20 K.T. Farrar 17B12 Oracle (Und 1/4) 20 E.K. Gilbert 17812 Oracle (Und 1/2) Sunnyside Basin) 17

*Moultric System s u b j ect only to the followings

(a) the royalty payable to .the lessors under and the other terms and provisions of sai^mining lease; and

(b) the terms and provisions of a mining lease dated February 28, 1959 and recorded in Book 185 at page 225 of the San Juan County, Colorado records, from United States Smelting Refining and Mining Company to Marcy-Shenandoah Corporation*

III* The entire leasehold estate in that certain mining lease dated February 28, 1959 and'recorded in Book 185 at page 225 of the San Juan. County, Colorado records from United States Smelting Refining and Mining Company to Marcy-Shenandoah Corporation covering the entire fee simple estate in and to the following described lode mining claims situated in the Eureka Mining District in San Juan County, State of Colorados

PATENTED MINING CLAIMS ÄND MILLSITES

.United States N a m e S u r v e y N o A l m a 1 7 0 8 A n a c o n d a 1 8 0 2 0 Bavarian Lode 1 3 9 6 B e a u b r e c 1 7 0 9 B e n B u t l e r 1 2 9 1 B l u c h e r 1 4 0 0 B r i g g s 8 4 0 0 B u t t e C i t y 1 8 0 2 0 C e n t e n n i a l 1 6 6 3 5 C h a r l t o n 1 7 0 6 C l i m a x 1 2 7 2 3 C l i p p e r i $ 8 9 Crown Jewel 2 0 0 0 3 C u r r e n c y 1 2 4 4 A Dakota and San Juan Placer 112 Denver Lode 1 4 0 3 D e t r o i t 1 6 8 3 1 D o c t o r 2 0 9 3 A Doctor Millsite 2 0 9 3 B Eighty Nifte 1 6 9 9 7 E s m a r a l d a 1 6 1 6 5 E s t e y 1 3 1 8 9 Eureka Lode Millsite 4 2 0 Eureka Power Millsite 1 6 9 7 7 B First National 1 2 4 5 A Forks of Eureka Millsite 1 6 7 2 4 B George Washington 202a Gold Prince 2 0 0 0 3 G r a n d 2 5 7 3 Grand Prize 1 7 0 1 G r a n d V i e w 1 7 2 0 2 Great Eastern 1 6 9 1 Herman Lode 1 3 9 7 Hidden Treasure 5 0 1 0 Hidden Treasure Extension 2 0 0 0 3 Independent 1 7 4 0 3 L a k e : 2 0 2 7 Last Chance 1 7 9 0 1 Little Mary 2 0 3 8 Liszic Norris 1 7 0 2 Lulu Carroll 8 3 7 n i fo r record at 9*05 o’ clock on December 7* 1981 recorded in Book 168 pages f ;o 572 both incl. - ile A. Sim, Recorder.

PATENTED MINING CLAIMS AND MILLSITES (Continued)

Lynan Strong 2678 Mastodon Lode 216 Metropolis 1398 Mother Goose 17234 Moultrie-Lode 173 Mountain Sheep 17432 Muskegon Lode 1394 N a p o l e o n 17431 N a s b y 2508 N e w Y o r k 8399 N o N a m e 2272 O r e g o n 17233 P a l o s 18732 Palos No. 1 18732 Palos No. 2 18732 Pride of the Rockies 7628 P r o t e c t i o n 20003 P e a r l 5975 Q u a i l 20003 R a r u s L o d e 1401 R a y m o n d 18020 R e p u b l i c 12724 R o c h u s 16724A Roving Ranger Lode 151A Roving Ranger Millsite 15 IB R u b y 18020 S e n a t o r 16804 S h o s h o n e 17201 S i l v e r B o w 18020 S o m e r s e t 16977A Sunnyside Lode 438 Sunnyside Annex 16668 Sunnyside #2 20003 Sunnyside Extension 1180 T a g n e r 16804 T e r r y 17986 Thunderberg Lode 1395 T i m b e r 16724A V i p e r 1858 W e d g e 18160 W e l l i n g t o n 16997 W h i t e S t a r 14368

•UNDIVIDED INTEREST IN PATENTED MINING CLAIMS

Cashier Lode (Undivided 9/10 interest) 134 Nantucket (Undivided 5/12 interest) 6954 Pony (Undivided 1/3 interest) 2 3 3 6 Taggert (Undivided 1/3 interest) 2 3 3 8

UNPATENTED MINING CLAIMS

Notice of Location and Amended Notice of Location of Record in the Office of the Clerk and Recorder of San Juan County, State of Colorado ______;______

N a m e B o o k P a g e Boston Amended ( 1 5 7 5 4 7 ( 1 4 2 191 Amended ( 1 4 2 301 Rc-amsnded D o e 1 4 7 4 9 7 G o a t 1 4 7 4 9 8 Harold Amended ( 1 2 4 3 5 6 (142 188 Amended ( 1 4 2 2 9 6 R e - a m e n d e d

K i d 1 4 7 ' 4 9 9 K n o b 1 4 7 4 8 0

Midway No. 7 • ( 1 5 7 4 1 9 ( 1 4 2 9 3 A m e n d e d ( 1 4 2 2 9 7 R e - a m e n d e d

Midway No. 8 1 5 7 4 2 0 Midway No. 9 ( 1 5 7 4 2 1 ( 1 4 2 2 9 8 A m e n d e d

Midway No, 10 (157 4 3 7 ( 1 4 2 2 9 9 A m e n d e d

Midway No. 31 ( 1 5 7 4 4 8

. ( 1 4 2 3 0 0 - Mastadon Millsite D - 3 1 9 6 Northern Pacific A m e n d e d ( 1 2 4 1 2 9 ( 1 4 2 1 8 6 A m e n d e d . ( 1 4 2 2 9 4 R e - a m e n d e d

Pronto Amended ( 1 4 7 4 3 4 ( 1 4 2 1 8 4 A m e n d e d ( 1 4 2 1 8 5 R e - a m e n d e d

Protected Amended ( 1 2 9 . 2 8 ( 1 4 2 1 8 9 A m e n d e d ( 1 4 2 2 4 0 R e - a m e n d e d

S t a n d a r d 1 4 7 4 8 1

St. Joe Amended ( 1 2 4 3 5 3 ( 1 4 2 * 187 Amended ( 1 4 2 2 9 5 R e - a m e n d e d •No'. 131410 fif^)toT record at 9:05 o'clock A./^\n December ?• 1981. t Du recorded in Book 168 pages 572 both incl. Addle A* gin, Recorder.

■ LOTS LOCATED IN TIIS TOWN OF EUREKA

B l o c k N o . Number Lot Numbers L o t s

1 7-0-9-10-11-12-13-14-15-16-17-18 12

2 11-12-14-23-24 5

3 7-8-9-10-11-12-13-14-15-16-17-18- 19-20-21-22-23-24-25-26 20

4 7-8-9-10-11-12-13-14-15-16-17-18- * 19-20-21-22-23-24-25-26 20

5 1-2-3-4-5-6-7-8-9-10-11-12-13- 14-15-16-17-18-19-20-21-22-23-24- 25-26-27-28-29-30-31*32 32

6 ■ 1-2-3-4-5-6-7-8-9-10-11-12-13- 14-15-16-17-18-19-20-21-22- _ 28-29-30-31-32 27

7 1-8-9-10-11-13-14-24-31 9..

8 17-22-26-27-28-29-31 7

9 1-2-3-4-5-6-7-8-9-10-11-12-13-14- 15-16-17-18-19-21-24-25-26-27-30- 31-32 27

10 1-2-3-4-5-6-7-8-9-10-11-12-13-14- 15-17-18-19-20-21-22-23-27-28-29- 31 25

11 2-3-5-6-7-10-11-12-13-14-15-16-17- • 18-19-20-21-22-23-24-25-26-27-28- 29-30 26

12 1-2-3-4-5-6-7-8-9-10-11-12-13-14- 15-16-17-18-19-20 * c 20

13 1-2-3-4-5-6 6

14 1-2-3-4-5-6-7-8-9-10-11-12-13-14- 15-16-17-18-19-20-21-22-23-24-25- 26-27-28-29-30-31-32 32

15 ■ 1-2-3-4-5-6-7-15-17-18-19-26-27-28- 29-30-31-32- 18

16 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15- 16-17-18-19-20-21-22-23-24-25-26-27- 28-29-30-31-32 32

17 1-2-3-4-7-8-11-12-21-22-23-27-29- 3 0 -3 1 -3 2 16

18 1-2-3-4-5-6-7-8-9-10-11-12-13-14- 15-16-17-18-19-20-21-22-23-24-25- 26-27-28-29-30-31-32 32 19 1-2-3-4-5-6-7-8-9-10-11-12-13-14- 15-16-17-18-19-20-21-22-2 3-24-25- 2G-27-28-29-30-31-32 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16- 17-18-19-20-21-22-23-24-25-26-27-28-29- 30-31-32 32

/ l 1t 2-3-4-5-6-7-8-9-10-11-12-13-14-15-16- j 17-18-19-20-21-22-23-24-25-26-27-28-29- 30-31-32 32 i 22 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16- 17-18-19-20-21-22-23-24-25-26-27-28-29- 30-31-32 32

23 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16- 17-18-19-20-21-22-23-24-25-26-27-28-29- 30-31-32 32

24 5-6-15-16-21-22-25-27-31 9

25 29-30 2

26 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16- ,17-18-19-20-21-22-23-24.-25-26-27-28-29- 30-31-32 32‘

27 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16- 17-18-19-20-21-22-23-24-25-26-27-28-29- 30-31-32 32

28 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16- 17-18-19-20-21-22-23-24-25-26-27-28-29- 30-31-32 32

29 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16- 17-18-19-20-21-22-23-24-25-26-27-28-29- 30-31-32 -32

30 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16- 17-18-19-20-21-22-23-24-25-26-27-28-29- 30-31-32 32

31 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16- 17-18-19-20-21-22-23-24-25-26-27-28-29- 30-31-32 32

32 19-20-21-22-27-28 6

33 12-13-14 3

34 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16- 17-18-19-20-21-22-23-24-25-26-27-28-29- 30-31-32 32

35 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16- 17-1S-19-20-21-22-23-24-25-26-27-28-29- 30-31-32 32

36 1-2-3-4-5-5-7-3-9-10-11-12-13-14-15-16- 17-18-19-20-21-22-23-24-25-26-27-28-29- 30-31-32 32

37 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16- 17-13-19-20-21-22-23-24-25-26-27-28-29- 30-31-32 32 o. 131*10 Filed record on 'December 7* 1981 at^U05 o'clock A. M. Duly ?* )3ed in Book 168 pages 530 . t^, J both incl. Addie r'dini, Recorder. v

LOTS LOCATED IN THE TOWN OF EUREKA (Continued)

38 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19-20-21-22-23-24-25-26-27-28-29- 30-31-32 32

39 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16- 17-18-19-20-21-22-23-24-25-26-27-28-29- 30-31-32 32

40 1-2-3-4-17-18-25-26 8

41 1-2-15-16-17-18-28-29-30 9

42 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16- 17-18-19-20-21-22-23-24-25-26-27-28-29- 30-31-32 32

• ' 43 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16- 17-18-19-20-21-22-23-24-25-26-27-28-29- 30-31-32 32

44 * 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16- 17-18-19-20-21-22-23-24-25-26-27-28-29- 30-31-32 •32

45 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16- 17-18-19-20-21-22-23 23

46 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16- 17-18-19-20-21-22-23-24-25-26-27-28-29- 30-31-32 32

47 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16- 17-18-19-20-21-22-23-24-25-26-27-28-29- 30-31-32 32

48 - 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16- 17-18-19-20-21-22-23-24-25-26-27-28-29- 30-31-32 32 • • 49 3-4-15-16-19-20-21-25-26-27-28-29-30 13 50 12-13-14-15-16-22-23-24-25-26-27 11

51 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15- 16-17-18-19-20-21-22-23-24-25-26-27- 28-29-30-31-32 32

52 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16- 17-18-19-20-21-22-23-24-25-26-27-28-29- 30-31-32 32

53 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16- 17-1S-19-20-21-22-23-24-25-26-27-28-29- 30-31-32 32 1-2-3-4-5-C-7-8-9-10-11-12-13-14-15-16- 5 4 17-18-19-20-21-22-23-24-25-26-27-23-2S- 30-31-32 32 1-2-3-4-5-6-7-B-9-10-11-12-13-14-15-20- 55 21-22-23-24-25-26-27-28-29-30-31-32 28

1-2-3-4-5—6-7-8-9-10-11-12-13-14-15-16- 56 17-18-19-20-21-22-23-24-25-26-27-28-29- r% 0 —3 1 —3 ^ 57 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16- 17-18-19-20-21-22-23-24-25-26-27-23-29- 30-31-32 32

58 1-2-3-4-5-6-7-8-9-10-11-22-23-24-25-26- 27-28-29-30-31-32 22

59 28-29-30 —1 TOTAL: 1431

subject only to the royalty payable to the lessor under and the other terras and provisions of said mining lease

IV. Rights, if any, Standard may have in the follow ing^ patented mining claims as sublessee of .States ~ Smelting Refining and MininfTompany under Article III 1(a) of the lease described in Part III above.

‘ SMC Coordinates* tj S Mineral Taxable N £ rvoy Ko. Name Location AcroaojS ÎÏ975 Black Cat Lode Gladstone 4.041 11 9 (Less Placer Ground) 9 17472 Big America Lode Gladstone 10.129 11 . Caiumcte Lode Ross Basin 9.680 20 16 1203 14 16523 Crosscut Lode Ross Basin 7.870 19 18 < .17 468 Caucacus Lode Ross Basin 10.33 ’19 15 520 E Pluribus Lode Ross Basin 10.33 19 16 521 Grand Mogul Lode Ross Basin 10.26 18 19 469 M. E. Harrison Lode Ross/Sunnyside Basin 3.93 (West 570 ft) 19 15 16523 Narrow Gauge Lode Rous Basin 4.907 18 1« 491 Foss Lode Ross Basin 7.590 f T9 14 773 Rob'the Ranter Lode Ross Basin '6.090 9.800 . 19 13 5475 Side Dish T.-ofle Ross Basin Theresia Lode Ross Basin 4.867 19 14 1596IÌA 17 18 N.G. Lode Ross Basin 7.140 466 17 IQ 467 Winchester Lode Ross Basin 7. 520 6.433 19 13 1Ü523 Young T.odc Ross Basin Holy Cross Lode Gladstone 1.865 11 10 17975 18 13 10968B Theresa Millsiue Ross Basin 1.858

♦Moultrie System * No. * 131^10 FJ •. )for record at 9:05 o'clock A V December 7, 198l Du*/'recorded in Book 168 pages 5%- ^ 572 both incl« Addle A* Sim, Recorder. . h floig naetd iig lis we b Sadr Metals Standard by owned claims mining unpatented following The V. uea iig District Mining forth: Eureka set herein Districts and i Snyie ru ' Group Sunnyside (i) American Tunnel No. Tunnel American No. Tunnel Anurican Lode Aicorta !tClb-C Delta Lode Delta Lode Centennial Lode Boundary Lode Barbarian Lode Andes No. Tunnel African Dubhe Lode Dubhe Bonita Ridge Lode Ridge Bonita Lode Bonita '£ Lode Koncy Easy Fairchild Lode Fairchild Gamna Lode Gamna John and Kary Lode Kary and John ra oe * Lode Oriental Lode Orcas Gir.ccaLode Lode Joker Lode Silver Mo Hi Lode Extension Goat Lode Annex Goat Keystone Lode Keystone Occidental Lode Occidental Parrado Lode Parrado Lode KcCarty Lode Char Lac Lode Bolsa La Paymaster Ext Lode Ext Paymaster Silvcrton Ext Lode Ext Silvcrton ^luribus Cxt Lode Cxt ^luribus < . • 3 2 1 ♦ • . rgnl oain nne Lcto BLM Location Ancnced Book Location Original 0 959 208 0 992 208 208 208 208 208 1 60 213 208 186 185 208 208 0*964 208* 208 211 186 0 270 208 2 208 0 2 208 208 208 213 0 268 208 208 0 359 208 20 0 96Ò 208 208 208 208 S 272 . QS S a 417 Pace 418 266 256 999 498 258 997 262 353 988- 260 351 995 355 216 939 357 962 274 993 62 1 /77 213 S/17/74 8/19/59 8/22/75 /95 213 7/1/77 6/19/59 //42Ì3 9/6/74 6/28/74 /36 213 8/23/60 io/e/7* 047 . 213 10/4/74 /B7 213 8/21/74 8/ÌB/74 9/17/75. . 9/6/74 10/15/75 10/21/75 10/21/75 8/24/74 9/6/74 027 213 10/2/74 8/10/74 10/6/75 8/29/74 /97 213 6/29/77 10/16/75 8/25/75 027 213 10/2/74 213 10*3/74 9/17/75 10/15/75 9/6/74 10/2/75 aoBook Dato ______213 213 213 1 699 213 213 213 1 639 213 213 213

. - i\u it* 691 695 700 690 690 ‘ 701 88 68 692 702 694 697 698 687 693 685 686 379 696 11/17/78 11/17/78 11/17/78 11/17/78 11/86341 11/17/78 11/17/78 11/17/78 11/17/78 11/17/78 11/86345 11/17/78 11/17/78 11/17/73 11/17/78 11/17/78 2/2/78 11/17/78 11/86331 11/17/78 11/17/78 11/17/78 Bate ' ______Xo Xo 6347 6346 6337 6336 6334 6338 6348 6344 6340 6343 6333 6339 6335 6332 6342 • .

Ross basin Ross -RossBasin Bonita Franklin Ben Bonita Gladstone Gladstone Gladstone Groups several the in Corporation Ber» Franklin Ross Basin Ross Bonita/Sunnysice Sunnyside Ben Franklin/Sunnyside 20.66 Franklin/Sunnyside Ben Bonita Basin Ross Sunnyside Basin Ross Sunnyside Bonita Sunnyside Terry Tunnel Terry Bor.ita Sunnyside Bonita Gladstone Ben Franklin Ben Basin Ross Ross Basin Ross Bonita Bonita Sunnyside Bonita Location ‘ Acreaci.»** Taxable 2 2 6 .6 0 2 6 .6 0 2 66 .6 0 2 66 .6 0 2 6 .6 0 2 66 .6 0 2 66 .6 0 2 6 .6 0 2 6 .6 0 2 66 .6 0 2 66 .6 0 2 6 .6 0 1 66 .6 0 2 66 .6 0 2 6 .6 0 2 66 .6 0 2 66 .6 0 2 66 .6 0 2 12.40 12.40 66 .6 0 2 11.48 66 .6 0 2 6 .6 0 2 66 .6 0 2 C C 1.26 G.32 4 5.57 66 .6 6 .6 02 .0 Coord Coord i . N 12 13 19 12 J4 14 14 16 19 16 14 1 14 19 19 ir> 15 l4» 15 20 i / m 17 13 15 14 14 1 20 13 X 13 13 H ù U • ^ ^ *> 13 16 21 ;7 * • 13 10 22 21 19 iS 14 i9 26 21 17 20 * Ct * i4 23 22 4.8 j 14 IS .'!i ¿7 j 15 17 *2 a a 6 G - ’ . . • OrAmendediginal Location location Taxable Location Acrcatsq** ¡¿anus Book Pago Da to Book Page Date 199 240 6/30/G2 Ross Basin 2v.66 Sunnysido - 20.So SjJ-4 199 243 .6/30/72 Sunnysido 20*66 t SM-5 *99 244 6/30/72 Placer Gulch 20.66 s :.;- 6 199 245 7/5/72 Ross Basin *20.66 S K - 7 199 246 6/30/72 Sunnyside 20.66 st-_u 199 250 6/30/72 Placer Gulch 20.66 SH- 1 2 199 251 7/5/72 Ross Basin 2 0 .6 6 S.S-13 199 252 7/5/72 Ross Basin 20.66 î s*ï-14 I " 253 6/30/72 Sunnyside 13.7/ SK-17 . 199 256 6/30/72 Ross Hasin 20.Go * SM_19 199 258 7/5/72 Ross 3asin 20.66 j SK-20 199 259 7/5/72' Ross Basin/Donita 20.66 I s'ï-25 199 264 7/5/72 Sur.nyside/Bonita 2C.66 s ,;- 2 6 199 265 6/30/72 Bonita 20.66 sx-31 199 270 7/5/72 Sunnyside 20.66 SM-48 199 287 7/5/72 Sunnysice/3cn Franklin 20.oo 199 293 6/30/72 S H -5 4 Sunnysidc/Ben Franklin 20.66 SS-S7 199 295 7/5/72 I Ben Franklin . 20.66 I ' si'-SS 199 297 7/5/72 Ben Franklin 13.77 ! SK-Ó0 199 299 7/5/72 Bonita 20.65 ! SK-63 199 302 7/5/72 Bon Franklin 20.G6 SX-64 199 303 6/30/72 Ben Franklin 13.77 SX-Ô5 199 304 6/30/72 Ben Franklin/Terry i SK-G6 .199 305 6/30/72 Tunnel 20.66 Bonita 20.66 SK-G9 199 308 7/5/22 Ben Franklin _ 20.66 SK-70 199 309 7/5/72 Terry Tunnel * 20.66 SK-71 199 310 6/30/72 Terry Tunnel 20.66 SX-72 199 311 6/\30/72 N o 1 31410 Fildd ^ r e c o r d at -9*0)5 o'clock A. ^ ^pecember 7, 1981. No. ■ 15.1*10 ^ y ■ Jtded in Book 168 pages 550 ttf ) J both inel. A d d i e a - Sim, Recorder. v^ "

(iii) Eureka Gulch Group

f»f 1C ‘ Otrininnl location Amended Tocntlon KLM Taxable Coorrlj ¿w ' Rook Pmje D«ite Hook Page Dato Mo. Acrnarju** ’n £ nouldcr 213 633“ 9/15/78 61916 2 0 .66" ~ 9 JO Connio 213 636 9/15/78 • 61913 2 0 .6 6 8 32 Joli 213 631 9/15/78 61918 2 0 .6 6 9 .31 Midway 213 634 9/15/78 61915 2 0 .6 6 9 29 Somerset: Ext 213 630 9/15/78 61*319 2 0 .6 6 9 * •32 Walvoord 213 632 9/15/78 61917 2 0 .6 6 ’ 8 33 Wolfgang 213 635 9/15/78 6l‘.U4 2 0 .6 6 10 29

(iv) McCarty Basin Group

SMC Original Location Amended r-ocntion BLM T a x n b l ü Coordinates1 Book Dato Book Page Da l.o No. Aerarne** N E Nano £ 2äSL McCarty Ho. 2 213 354 9/13/77 23975 15,5 *12 22 KcCarty No. 3 213 355 9/13/77 . 23976 2 0 .0 12 23 ncCiU-ty Ko. 4 213 356 9/13/77 23977 2 0 .0 11 é 24 KcCa rty Wo. 5 213 357 9/13/77 23978 2 0 .0 11 ' 22 McCarty No. 6 213 353 9/13/77 23979 2 0 .0 10 • 23 ¡'«cCartv NO. 7 213 371 11/23/77 J5577 13.8 - JO 22 McCarty Ko. 8 213 372 11/23/77 35578 2 0 .0 10 21 McCarty No. 9 213 373 11/24/77 35579 33.8 9 21 2,2 McCarty No. 10 213 374 11/24/77 35580 2 0 .0 10 McCarty Ho. n 213 375 11/24/77 35581 2 0 .0 9 2 2 , McCart y No, 16 213 376 11/24/77 35582 2 0 .0 10 20 McCarty No. 17 213 377 11/25/77 35583 II.7 ■11 21 Full House 213 353. 9/20/77 23973 2 0 .0 12 n Kull Poll so Anmvx 213 378 1.1/25/77 35584 2 0 .0 11 21 Lac char Annex 2.13 352 9/13/77 2J974 2 0 .0 13 22 (v) Mineral Point Area

r SMC • Taxable Coordinates* •I s Mineral’ Mining Location Acreage* N B flurvey No. Name District Mineral Point 4.29G 2 9 0 Annie Wood Uncompahgre Atlantic Uncompahgre Mineral Point 8.7 293 4.5 4784 Accidental Uncompahgre poughkeopsie 9.959 ID 16933 Argonaut Uncompahgre Minnral point 1 9 Alleghancy Uncompahgre poughkropsie 10.076 19025 10.239 I , 19025 Aapinwall Uncompahgre Poughkeepsie 7.496 Avalon Uncompahgre poughkccpsic 19025 2.30 107 Burrows No, 2 Uncompahgre Mineral Point 1 0 .q 21 21 529 Bill Young Uncompahgre Mineral Point 3.6 23 24 643 British Queen Uncompahgre Mineral Point 8.3 807 Blacksmith Uncompahgre Mineral Point 809 Bonanza King . Uncompahgre Mineral Point 6 . 8 Broad fiauge Uncompahgre Mineral Point 10.32 1392 19 21 Buckingham Uncompahgre Mineral Point 1 0 .0 2140A — 24 22 2140B Buckingham MS Uncompahgre Mineral Point Braxillian Uncompahgre• Poughkeepsie 4.5' 2264 3.552 15379 Barbara Smith Uncompahgre Des Ouray •poughkeopsie 9.812 . I(>420 Brooklyn Uncompahgre Pi cnyune 9.368 18281 Bonny Belle Eureka ponghkocpsie 10.331 19025 Bollevue Uncompahgre Mineral Point 10.3 492 Connonwe a1th Uncompahgre Uncompahgre Poughkeepsie 6 . 6 6229 Cnm'sron 4.081 Cora Belle Tunnel Uncompahgre Des Ouray 16379 Mineral Point 7.574 17091 Cal3 away Uncompahgre Uncompahgre Mineral Point 10.33 17891 Camden 10.331 Cunnon Eureka .Mineral Point 17891 poughkeepjsie 10.1.04 19025 Clonrvicw Uncompahgre Uncompahgre Mineral Point 5.1 ' 102 Dakota Uncompahgre Mineral Point 2 . 8 ( 103 Deposit 21 22 1 Uncompahgre Mineral Point 5.4 183 Davenport 2.64 Del tiorte Uncompahgre Mineral Point 1128 Poughkeepsie 3.2 2324 Digger Indian Uncompahgre Uncompahgre ,Des Ouray 9.589 16379 D e m o c r a t 4.081 Des Ouray Uncompahgre Des Ouray 16379 Des Ouray. 3.036 16379 Dick Uncompahgre Eureka Mineral Point 17391 Dr. Tracy 7.439 Duquesne. Eureka Mineral Point 1H207 Mineral Point 10.33 21 23 2R5 E Pluribus Unum Uncompahgre Uncompahgre Mineral Point 1 0 .0 21 22 333 Elephant 26 24 Uncompahgre •Mineral Point fi. 52 1293 E i g h t h Wonder 1.574 Franklin Uncompahgre Mineral Point 3739 Poughkeepsie 6.93 * 2172 Forest Uncompahgre Uncomp;«hg re poughkcepsic 10.33 2206 Fitzgerald 16379 Frederick the 3.337 Groat Uncompahgre Des Ouray Unewnpnhijre Mineral Point 10.3 H06 Great A»eric»sn Uncompahgre peughkeepsie 1 0 .2 648S G r a n d V i e w 17549 Gorilla and Mineral roin* 10.331 ’Improvements Eureka No. 131*0.0 Filed^~^ record on December 7* 198l o*clock A. M. Duly( forded in Book 168 pages 550 t'v j y z b6th incl. Adddle A. Sim,»Recorder.

:'MC I S Mineral Mining Taxable Coonlinal’ijs •nrvoy No, District T.oiMl.ion Acivajye M E 603 H. I). Kye Uncnmpahgre Mineral Point . ¿*.fl £159 Hidden Treasure -.Uncompahgre Mineral Taint 6.62 .24 28 m i John. Wesley Uncompahgrc Mineral Toint 8.93 22 23 *■ 307 John J. Crooke Eureka' Mineral roint 2.561 26 26 1311 Josephino Uncompahgrc Mineral Foint 10.32 22 24 ' 1330 J. II. Graham Uncompahgre • Mineral Point 8.57 21 24 2171 John* Eureka Poughkeepsie 6 . 6 1095 Kentucky Giant Uncompahgre Deis Ouray 4.622 - 17579 Keystone Eureka Tuttle Mountain 9.34 462 Lout Uncompahgre Poughkeepsie 9.7 749 Little Eddie .Eureka Mineral Point 3.BL 4 * . 2351 Little Chief Uncompahgre Mineral Point 1 0 .2 16379 ’ Lilly White Uncompahgre Dos Ouray 8.144 16929 Lillian B Uncompahgre Mineral Point 9.558 20 22 17891 Long Uncompahgre Mineral Point ,1 0 .0 121 Mineral Point Uncompahgre Mineral Point 9.9 122 Mastodon Uncompahgre Mineral Point 9.33 21 21 784 round Uncompahgre Mineral Foint 8.44 20 20 240 McTntyre Uncompahgre Mineral Point 10.3 337 Mnnmoth Uncompahgro Mineral Point 6.759 555 Morning Star Uncompahgre Poughkeepsie 6.3 853 Maude S Uncompahgre Dos Ouray 10.33 i 1126 Morning Star Uncompahgre Mineral Foint 9.36 22 22 1312 Marathon Uncomx^ahyre Mineral Point 9.8 23 24 1335 Mountain Maid Uncompahgre Mineral Point 5.19 19 20 2092 Minneapolis Uncompahgrc Poughki'cpsi e 7.3 2263 Ktml \:or Uncompahgre poughkeepsio 10.33 ■ ■ 4805 Michigan Girl Uncompahgrc Poughkeepsie 13.16 430*38 Michigan Girl MS. Uncompahgre poucjhkiicpsie —• .. 6683 Moose Uncompahgre Poughkeepsie 1 0 .0 16943 Monelte Uncompahgre Mineral Point n.65 20 • 20 19025 Mt. Washington Uncompahgre Poughkeepsie 9.038 19025 Oakland Uncompahgre Poughkeepsie 8.412 856 Falmyra Uncompahgre Mineral Point 10.3 1522 Pittsburgh Uncompahgre Mineral Point 8.04 1 20 22 2277 Fcep O'Day Uncompahgre Poughkeepsie 1 0 .2 15280 Ticket Uncompahgre Lake Como 7.18 . 17759 polar Star Ext . No. 2 Uncompahgre Mineral Point 1.106 18236 Fort Hope Uncompahgre Poughkeepsie 7.446 19025 Pittsburgh Uncompahgre Poughkeepsie G, 722 ! 182 Queen Mary Eureka Mineral roint 9.02 1215 Quoen of the West Eureka . mineral Point 6.75 • 120 Red Cloud Eureka Mineral Point 6.7 502 Rip Van Winkle Uncompahgre Mineral Point 2.33 20 20 17579 Rob Roy Eureka Tuttle Mi junta in G. 371 943 ‘San Juan Chief Uncompahgre Mineral Point . — 23 23 1881 Silver King Uncompahgre Poughkeepsie 7.10 5119 isylvnnite i1! Ir.t) Uncompahgre Fourjhkcepsie 10.3 7137 SLai ford Uncompahgre Foughkecpsie 6.7 SMC tj s Minerai Mining Taxable CoortU nat ca* tfurvev No* District Tocntlon Acrcnge . • N K il 16930 . Scswell«•# Eureka Minur.il Point 7,27" 17579 Silver Link Eureka Tuttle Mountain ' 5.64 18253 Sunny Eureka Mineral Point , 5.002 685 Thundcjr Bolt Uncowpahgre Mineral Point 10.03 t 24 ’24 60-14 Union Uncompnhcjrc Mineral Point 4.3 20 20 106 Victoria Uncomyahy re Mineral Point 1 0 .1 19 20 . 115 Vermillion Eureka Mineral Point 1 0 .1 2350 Virginia CncemiMhyre Mineral Point S. 08 - 22 22 15400 Khit

•Minorai Point System F iled fo^T^cord at 9:05 o'clock A. M. oi<~'N?ember 7 , 1 9 8 1 , D u l y rec \ Jd in b o o k 168 pages 550 to 5 ]^oth incl. Addle A. Sim Recorder, w

(vi) Big Buck Group

Name of Claim ■ 2 B 2 k

Big Buck No. 4-A R « l 5 3 1 4 1 95

Big Buck No. 5 R - l 5 0 0 R - l 5 3 1 4 1 95

Big Buck No. 6 R-l, 5 0 1 R - l 5 3 1 ’- 4 1 96

Big Buck No. 7 R - l ' 5 0 1 R - l 5 3 2 4 1 96

Big Buck No. 8 R - l 5 0 1 . R - l 5 3 2 4 1 97

Big Buck No. 8 -A R - l 5 3 2 4 1 97

Big Buck No. 9 R - l . 5 0 1 R - l 533 4 1 98

Big Buck No. 9-A R - l 5 3 3 4 1 98

Big Buck No. 10 • R - l B R-lR - l 533 4 1 , 99

Big Buck No. 10-A R - l 5 3 4 4 1 99

Big Buck No. 11 R - l 502

41 100

Big Buck No. 11-A R - l 5 3 4 4 1 ‘ 100

Big Buck So. 12 R - l 5 0 2 R - l 535 41 101

Big Buck No. 12-A R - l 535

I d l e D a y !0 2

Dorothy Mac (Dorothea May) 13 17 161

- l b - U n c o npahgre Minina District

• OriginalI Amon» led fli*C ' Location ~ " bt*m Taxable* Coonlin.U os 1 fîüino Pago Date Book Pn»iQ OaUc Mo. Acroa^n N R Afcjpntine 202 132 9/26/73 2 0 ~ 22 21 Baby lCloph«int 202 y/ 7/10/73 2 0 20 22 ni.ll Young FxtensJon 202 03 7/17/73 . 20 21 * .72 nirty Bird 202 130 9/24/73 2 . 6 '2 0 21 * rîonblo Tagte 202 124 8/17/73 20 20 22 Hungry frank 202 122 9/10/73 20 ’ 23 24 ilarble No. I m 6 257 7/2B/58 202 91 8/7/73 ■20 22 23 20 23 26 Marble No. 2 136 258 7/23/58 • 5an Juan Rxtetmlon 202 95 7/38/73 20 22 22 S l e e p i n g Tiger 202 128 8/13/73 20 21 23 5tuco Mo. 136 259 7/2R/58 20 20 16 S M i r o Ho. 1.06 - 260 7/2P/58 20 20 ' 17 Stuco Ko. 136 261 7/28/58 20 20 . 19 Aturo No. 186 262 . 7/28/5Q ♦ 20 20 20 Tift'jo 186 256 7/23/58 • 20 22 25 Wild Onion 208 264 8/19/74 - 20 22 24

animas Mining District

Original Amended■ SMC lo c a t io n W.M Taxable Connlt»\ai ns** Book Page Dato No. Acreage* N B •Jame B ook Page P a to "*2 0 .6 6 ** 22 7* ‘.¿io3 l o 10 " T i i 164* 1 0 /3 /6 9 A r g e n tin e 2 0 .6 6 21 3-1 tfy.uonjjJon 104 146 1 0 /1 0/G 9 2 0 .6 6 20 33 ’V i t m in I'M J '4 10/<1/69 2 0 .6 6 24 . . .n 104 160 1 0 /.1 /6 9 2 0 .C6 23 32 !5'.y Mac 194 174 .1 0 /0 /6 9 20.06 20 34 !>m :khoi:n 194 .176 1 0 /4 /6 9 2 0 .6 6 22 32 C o r t in a 104 172 1 0 /5 /6 9 2 0 .6 6 21 Vi 394 148 1 0 /9 /6 9 it/.ra K V .'A t 17.22 24 M f o b ic 1 94 170 1 0 /7 /6 9 24 13 1 0 /7 /6 9 2 0 .6 6 fîr.ji:cîu»n 1.94 144 20.06 24 32 T.iy rd 194 356 3 0 /1 /6 9 2 0 .6 6 23 33 V h n B 1 94 166 1 0 /4 /6 9 2 0 .6 6 20 M .1 0 /0 /6 9 1 74 152 10.33 31 M •'I:/; 1 ? 1 130 1 0 /7 /6 9 20.60 20 34 1 9-.V 173 1 0 /4 /0 9 V . i l l y B 21 12 . i o / i / r . 9 20.06 \ ’ i:: »n 194 J5ÎÎ 10.33 23 34 1 9 * 11*8 1 0 /2 /6 9 2 0 ,6 6 :m 31 'Mra 104 192 K - /1 /6 9 2 0 .CC 2 3 •33' Vim \ <'h. i ‘J4 . 142 1 H /6/U 9 rl o a s x c Original Location Amended Location BLM Taxable Ccnr t.lr..j Ka;r.c Book Pace Dato Book Patjc Date No. Location Acr*- .'4*;e r. Basque Killsite 211 178 12/5/75 213 637 10/26/70 5462 Office/Tail Tend 4.9V3 2-o 24 ^ * Boulder Kt No. 1 KS 211 iae 1/26/76 213 633 10/26/73 5467 Office/Tail Por.d 4.946 25 .. J Boulder Mt Mo. 2 MS 211 180 1/26/76 213 639 10/26/73 5466 Office/Vail Pond 4.703 25 2 Ü Boulder Kt No. 3 KS 211 190 1/26/76 213 640 IC/26/78 5469 Office/Tail Por.d 4*520 25 23 Dives Millsite 211 17G-177 12/5/75 213 641 10/26/78 5463 Office/Tail Pond 5.000 2 / 25 ** e Dynasty Killsite 2li 172 12/4/75 213 642 10/26/78 5470 Office/Tail Pond 4.000 * W 25 1.* Juan Carlos Killsite 211 ieo 12/5/75 213 644 10/26/7S 5461 Office/Tail Pond 4.995 26 «•*! Franco Killsite 211 182 213 643 10/26/78 5465 Olirice/'Tail Pond 4.995 26 T3 12/17/75 a O Karla Killsite D-3 360 6/27/73 213 645 10/26/78 5460 Ofrice/Tail Pond 5.CC0 2 & P 17- G Kargc Millsitc D-3 313 6/20/67 213 646 10/26/76 5457 Office/Tail Pond 4.159 7C '• •H 27 53 4J New Deal Millsite D-3 . 367 7/13/73 213 647 10/26/78 5455 Office/Tail Pond . 5.000 C Overflow Millsite 213 . « 1 8/15/70 40417 Office/Tail Pond 3.090 23 27 o u Pluriers Killsite D-3 373 7/31/73 213 64S 10/26/73 5453 Office/Tail Pond 4.645 2 Z Powerline Killsite 211 194 1/26/76 213 649 10/26/73 5468 ' Office/Tail Pond’ 4.342 25 23 P.S. Killsite 213 16 4/18/77 213 650 10/26/78 5452 liov/ardsville Road 4.709 59 u ►H Savage Sara Millsite D-3 361 7/13/73 213 651 10/26/73 5459 Office/Tail Por.d 5. G00 27 56 PS 27 E-* Shenandoah Killsite 211 174 12/4/75 213 652 1C/2G/78 5464 Officc/Cail Por.d 5.000 25 in Surprise Killsite D-3 ' 369 7/30/73 213 653 10/26/78 5454 :*ili 5.000 2 n Tricky Dick Killsite D-3 3G3 7/13/73 213 654 10/26/73 5453 Office/Tail Pond 3.357 2 0 ^ J u> Watergate Killsite D-3 365 7/13/73 213 655 10/26/78 5456 Office/Tail Por.d 4.500 5 3 20 z 12 li.* H Gladstone Millsite D-3 353 6/13/73 Gladstone 5.000 2 Equestrian Placer D-3 166 4/7/45 Office/Tail Por.d 1 2 0 .0 0 0 27 26 M 2: w fS M § C l a i ms listed in this Part V are subject to the following:

(a) Conflicts with senior overlapping claims and patents, i f a n y .

(b) As to unpatented claims, all conditions for discovery, ty discovery work and annual assessment work required by l a w ,

(c) Rights granted to Washington Mining Company under pro­ visions of the Washington Lease, as amended, (i) to. : royalty on production from claims within five miles ^ from the exterior boundaries of the leased premises in the amounts and payable in the manner provided in the Washington Lease? (ii) to meet the terms of anyt offer for the sale or lease of any claims within said five-mile area? and (iii) to purchase claims or interests therein within 120 days after the termination of the ■ Washington Lease at "fair value"■detërmined by a competent appraiser, {"fthe effect of these contractual provisions is to limitTT3tandard to a leasehold kind of interest in the claims it. holds in its name and to Burden all mining claims in the five-mile area with royalty rights of Washington under the terms of the Washington lease.\ - ' No. 131410 Filed f < Ç W d at 9:05 « 'clock A# K. o r T ^ ember 7 , 198I Duly re[v j-éd in Book I68 pages 550 to i.joth incl. Adddie A. Sim, Recorder.

VI. Millsites patented to-oc- held by Standard Metals Corpor'ation.

SMC U S Minorai Mining Taxable CooiMinates* Survey No. Ha me District T-ocation Acreaqe N E ’ 115*36 Ann Harris Placer Animas , Office 10.995 26 25 11596 Bond Placer Animas Mill 18.0 27 27 641 Blair Placer Animas Office 1 0 .0 2 * 25 25 16469 Blair MounUain Placer Animas Mill 39.99 26 29 ' 28 • 14012 Buena Vista Animas Mill 1 0 .0 28 Z0564 B.S.G. Animas Arrautra Gulch ) 20 » 36 "0564 C.A.C. Animas Arrastra Gulch ) 21 ’35 10564 G.IT.M. Animas Arrastra CuU;h ) 62.572 20 36 .2Ü564 J.R-W. Animas Arrastra Gulch ) •■21 35 28 27 • •IC594B C.H. Millsite Animas Mill j 9,471 H.V.B. Millsite Animas Mill 28 28 :.0594B 37 20059 Dives"Fraction Animas Arrastra 5.193 \ 17 30 20595B E.C.W. Millsite Animas Mill ) 28 Mill ) 28 29 20595B 11.M. Millsite Aniarns • 20595B M.B. KiUsito Añinas Mill ) 28 29 28 29 2059513 N.N. Mi ll site Animas Mill ) 23.473 20595B Tract A T.H.W. ) Millsite Animas Mill ) . 28 23 20595B Tract B T.H.W. ) Millsite Animas Mill ) • 28 28 8301 Esther Allen 27 * Tract B Animas Office 7.129 26 Animas Mill 1 0 .0 . 28 28 140.12 Gold -— 14393 Gold Hug Animas Arrastra Gulch 8.29 23 32 14393B Gold Buy Millsite Animas Arrastra Gulch 4.96 Herbert Placer Eureka * Gladstone 19.66 ‘ U 9* 13502 18 38 15351 Huntington Animas Arrastra Gulch 8.179 Jeannette Roux • ,11556 26 Placer Animas Office 19.145 26 18 37 17783 Kuroki Animas Arrastra Gulch 9.0! 10.3 20 35 1566 Mayflower Animas Arrastra Gulch Arrastra Gulch 5.21 20 35 16551 Mayflower No. 2 Animas M. D. Thatcher 17699 27 26 Placer Animas Office 19.495 8.43 21 37 1157 Mountain Quail Animas Arrastra Gulch 2.35 - m, 6497 Nevada Extension Añinas Blair Gulch Animas Arrastra Gulch 10.33 17 37 297 North Star 27 27 Peter Placer Animas Mill 18.0- J1596 5.0 27 27 760HB Polar Star MS Animas Mill Portland 13330 12* Consoliriated Eureka American Tunnel 8.923 12 0.915 26 26 esoi Riverside (Part) Animas Office Office 0.301 26 26 PflOl Piverùtle (Part) Animas 30 Animas Mili 5.0 28 20407B "S" Millsite 17 17* Silver King Eureka Gold King 7.1 1857 8.69 19 26 Slide Aniras Arraulra Gulch 1331 10. 33 ' 38 J7 272 Terrible Animas Arrastra Gulch Arrastra Gulch 1 0 .0 19 . 36 177HS 7 0 9 0 Animas ArraM.ra Gulch 7.7 ■ 17 37 311 Yellow Jacket Animas OURAY COUNTY, COLORADO d e d r o c e r d n a 9 5 9 1 , 8 2 y r a u r b e F d e t a d e s a e l g n i n i m n i a t r e c t a h t n i e t a t s e d l o h e s a e l e r i t n e e h T - I I V d e t a u t i s s e m h i t a l g c n i g r n e i v n o c i m n e o d i o t l a r d o e p b r i o r C c s h e a d o d g n n a i n w e o h l S l - o y f c r e a h M t o o t t y d n n a a p m n o i C e g t n a i t n s i e M e d l n p a m i g s n i e n e i f f e e R r i g t n n i e t l e m S s e t a t S d e t i n U m o r f s d r o c e r o d a r o l o C , y t n u o C n a u J n a S e h t f o 5 2 2 e g a p t a 5 8 1 k o o B n i : o d a r o l o C , y t n u o C y a r u O n i t c i r t s i D g n i n i M e r h g a p a r o c n U e h t n i e m a N i c *. 3 s**. li u c i i » 4 I» fi li Itli 1s Xo. : g n i w o l l o f e h t o t t c e j b u s a Royalties payable pursuant to said lease s a e l d i a s o t t n a u s r u p e l b a y a p s e i t l a y o R (a) fi11 2 No. Location Amended n o i t a c o L d e d n e m A n o i t a c o L l a n i g i r O e t a D e g a P k o o B e b a D e g a P k o o B 2 35 /55 14 5 3/15/75 757 8/25/75 184 756 S/25/73 755 184 8/15/50 8/25/75 754 184 305 8/15/50 104 6/11/46 305 123 6/11/46 256 123 256 123 123 Gray Copper Gulch Gulch Copper Gray Gulch Copper Cray Culcn Copper Cray Gray Copper Gulch Copper Gray Location e g a e r c A ' 20.0 20.0 20.0 20 . 0 * » e t a n i d r o o C C M S 27 27 i ^ — •

o I I No* 131410 Filed fo/^bord at 9:05 o'clock A. M. Qj/^)ember 7» 1981. Duly reel, j-id in Book lo8 pages 550 to 51v ,u$th incl* Addle A. uim, Recorder.

VIII. Claims patented to or held by Standard Metals Corporation.

SMC U S Minorai Taxable Coovrli nates Survey Mo. Name- Location Acrcaqo M * K Michael Breon Lease 157 Royal Albert 158 Duke of Edinburgh 159 Michael Breen 175 Royal Concoct 682 Mountain Monarch No. 2 1187 Grub Stake 1180 Twin Sisters 1410 Confidence 1411 Challenge - 201CA Little Giant 2306 Pioneer Lady 2307 .Mountain Monarch T 5369 Gipsey Queen ' 5451 Jersey Lilly 5724A Old Hickory Jackson 5724B Old Hickory Jackson Millsite 6991 Gold Finch

16379. Blanchard ‘ 16379 nonanxa Kind 16379 Domoornt 16379 Dos Moines 16379 Golden Treasure 1633 Indiana 16379 Magnolia Tunnel 7038 Michigan 16379 Montrose 289 Polar Star 7ËG5 Polar Star Extension No. 1 16379 Republican 16379 Sampson 703e Superior 16375 U‘. S. Mint 1957 White Swan

subject to the conditions listed in Part V hereof* C y n n s r r ß EKIIXDIT D TO MORTQAOE, SECURj AGREEMENT ANDJFXiäABCiiie-'STEfEMENT Dated^ae-TS’f'November 1981 froro^-STSNDARD METALS CORPORATION to HAI? IMPERIAL UANK UF CÜfflWUCE

Description

Mine Machinery and Equipment.

Location: Properties in San Juan County, Colorado described in Parts I, II and III of E x h i b i t A * w u x y xcwiueu in' ouok 4.00 p a g e s ww yfc. uuw* incx« j-'rv No. 131^10 /^"^ p a k d NJiTALS cQSPCSATiori A* Sim Recorder

\ „ a r . MACHINERY AMD EQUIPMENT O

DESCRIPTION

• v - TFL 83 GD Feed Leg Drill GD Wet Stoper Drill GD RB 83 Stoper Drill Slusher Bucket 3- Beebe Air Tugger with Drum Joy Fan Series 1000 A- Mine Fan 12" Plymouth Diesel Locomotive 20 Ton Skip and Hoist with Safety Equipment ' XLE Compressor and Sub-Station «2 - Mancha Diesel Locomotive 6 Ton A- Card ,Branby Type Ore Cars 9 Ton GD 600 Compressor X -- Card Granby Type Ore Cars 10 Ton X- Telescopic Feed Legs for R3 83 Stoper Drill i- FS Fan 24" Joy Fan Series 1000 Beebe Tugger Model 2000 Z r S83F Feedleg Drill Motor Battery 40 Cell Greenberg Motor 6 Ton, 24" gauge Joy Air Slusher Hoist FF311 Sterling Bit Grinder Joy Air Tugger Hoist V- GD Feed Leg Drill TFL 63 IR Double Drum Air Slusher Hoist Charging Panel for 1h Ton Mancha Locomotive Z* Rocker Dump Ore Car Joy Air Hoist Eimco 123 Mucking Machine IR Air Tugger Hoist Killer Cut Off Saw 10” j- Spendrup Fan Dry Transformer 10 KVA Air Receiver Rectifier Battery Charger TFL Feed Leg Drill Joy Air Slusher Koist Atlas Battery Locomotive lh Ton Generator-Charger MG Set Mancha Trammer l*a Ton S ~ Rocker Dump Ore Car Submersible Pump Rocker Dump Ore Car Eaton Receiver Tank A- TFL Feed Leg Drill Gardner HKL Tugger Slusher Bucket Hobart Battery Charger V- Slusher Bucket KD50 Mine Fan IR Tuogpr GD Stopyr Drill 2.- Hydraulic Rail Bender . • Slusher Bucket. HD30 j- Rccc*ivcr Tank ¿ZXxVO METALS COLORATION

MIKE MACHINERY AND EQUIPMENT

DESCRIPTION

¿- Load King Hand Hoist 2 Ton Load ICing Hand Hoist 5 Ton Steel Trolley for 2 Ton Hoist Steel Trolley for 5 Ton Hoist Goodman Battery Locomotive B Ton Hobart Battery Charger 4- Card Granby Type Mine Car 57 cuft Feed Leg Machine with Telescope Leg IR Slusher 25HP Joy. Slusher J- TFL 63 Teed Leg Drill Alimak Raise Climber Man Cages Load King Hand Hoist 5 Ton Trolley for 5 Ton Hoist Load Xing HoisTt 5 Ton Trolley for 5 Ton Hoist 2 - Card Boltless Bucket Air Tugger Hoist "Camelback" Car Dumper IR Double Drum- Slusher Hoist Soderburg AMF Fan 16" ,1- Soderburg MAF Fan 12" Greenberg Battery Locomotive 3 Ton Work Deck for top of Skip Cage Card Slusher Bucket 2 - Black £ Decker Disc Sander Black & Decker Chipping Ha-*timer John Bean Pujtid GD Air Motor ton Cages Mine Cars 10 Ton Remington Air Saw GD TFL 63 Feed Leg Drill DuPont Cap Crimper Boltless Bucket Sean Pump Silicon Charger 48 Cell Card Powder Car 36" gauge Skip Cage with Safety Bridle . Powder' Car 36” gauge IR Tugger Eimco 12B Mucking Machine Air Fans 5HP Drill Column ¿0- Rocker Dump Ore Cars 24" gauge Skil Saw Drill Column Mine Car 10 Ton Cable rollers HD 40-42 Scraper j- Slusher 'Bucket Gould Rectifier . Skip Cage 1?B Mucker Wot Battery 40 Cell* Beebe Air Tugger Type 10 Compressor 600 cfm Ccnvrrcion Kit for Hunkers 3G" to : K*in 16** A.5 r M>*lor - HD Diamond T rill . CD J.*5:S3 Drill k No. f kktai-5 ccRj'OF^Tion A* Sim Recorder. (_ • .U" “ ' ~ ( \J MINS MACHINERY Wm_EQOI?M£MT

DESCRIPTION

Eimco Mucking Machine with Deck Mancha Locomotive l*j Ton if- Mine Fans 3.5HP ¿- Mine Fans -.7:SHP Soderburg Fan .7HP Z- Air Operated Grease Pimp a Double D m m Slusher Hoist //- Cylinders £■- Granby Type Ore Cars . Transformers Dry Type X ~ GD TFL 83 Feed Le*g Drill *2- Joy Air Tugger Double Drum Slusher Hoist Beam.Electric Pump 2- GD Tugger Model HB Battery Locomotive 6 Ton „ Card HD Slusher Bucket . ^Groover and Rollers Air Hoist Tugger GD TFL83 Feed Leg Drill Mucker platform for- 12B Mucker Remington Air Saw 2- Double Drum Slusher if- Granby Type Ore Cars 60 cuft 2- GD RB83 Stoper Drill Hercules Blasting Machine Fan with Motor £ • Slusher Bucket Fans 20” and 12" Electric Motor 7*sHP GD Wet Stoper Drill Hydraulic Rail Bender • Mine Fan 24” 5- Ore Car 7 Ton . » Fabricated Axles 36” gauge

Screw Compressor PAC Model 300V * Transformer Dry Type Slusher Platforms Receiver Tank Receiver Tank Panel Box for Screw Compressor TSG Battery Locomotive 48 Cell Transformer Dry Type Feed Leg Drill SS3F Lincoln VTelder Scott Timber Cars and Transfer Cars ' ^ Double Drum Slusher Hoist Mine Fans GE Heater Fans Porta Power Pump# Hose & Crane CP Impact French Metal Lathi: with Attachments 16" Rail for Raise Climber High Pressure Triplex Pump. . ¿ m Fans Fabricated E>rp:indiiig Gate for*Lar«je Cage GE Trar::.er l*a Ton Rcvisct? Crige with Safety Docs q. IP. Tua' or * % , CD f.t.o: cr D rill ¡¡. 1K i'lc-^.’L t Jcr iOvr h'-r Hoist. RaiCl i.-.V«<»r Air DESCRIPTION

pump - 2 Stage Electric Motor 10HP Electric Chain Hoist ’ Blackhawk Ram Assembly Boyles Diamond Drill Wire Line Hoist GD RB83 Stoper Drill* ‘ Sevcon Connector System Eimco Mucker and GD RB83 Drill Ore Cars 9 Ton Track Cleaner CD RB83 Drill Hock Drill RB83 with Telescopic Leg Coffin Skip John Bean Pump IR 2-Drum Electric Slushing Hoist John Bean Pump Sterling Electric Motor Lodestar Chain Hoist TFL33 Teed Leg Drill 4 . HD4Q-42 Slusher Bucket Remington Air Saw IR Water Pump 3 - Westinghouse Transformers 400 KVA Cylinders 3 - Coffin Cage Kan Hoist GD TFL14 Telescopic Feed Leg 3- Lincoln Grease Gun q- GD RB83 Stoper Drill Control System for Electric Locomotive Diamond Drill John Bean Pump A-IR Air Tugger Hoist 4 «. Fans ’ ~ Eimco 630 Mucker g- GD RL83 Drill * “■ Fans k-GD TFL14 Drill Legs j- Yale .Hoist 2 Ton Cylinders 2 «. Control for Greenburg Locomotive «.Card Scraper «HD40-42 Load Pack Scrapers 5HD40-42 Yale Chain Hoist 5 Ton Trolley for 5 Ton Chain Hoist • Slip Ring GE Motor Rebuilt Flat Car tf' Coffin Cages Coffin Cages Welder John Bean-Pomp Payton Electric Motor 2GHP pump Sheave ' Motor Sheave IR £loctric Slusher Hoist Wire Line Hoist Air Motor Scv-Con Controller for Locoirtotivu 6 Ton Air Motoi for Jnhn.Bejsn Purn Oil Filled Txanafoi mcr 200 KVA 3 . Trannfonper 333 KVA 3 - r.:t 11 f- ry Chaiijer Scv-Con C ontiolier for LocoroLivo G T o m Recorded

DESCRIPTION

Receiving Tank Soderberg Fan Welder Vulcan Denver Slusher *1 - RG83 Rock Drills Drill Press Caroelback Dumping System for 3 Ton Car Raise Climber Rail Beebe Hoist •t$r Galvanometer £ • Cylinders IR. Tugger Card Loader Frame „Type Motor 3,-'Yale Chain Hoists 2 Ton Cylinders Steel Hoist Foundation for Service Raise Sev-Con Controller for Locomotive 14 Ton Drill with Telescopic Leg A- Hydraulic Rail Bender Sev-Con for Locomotive l*a Ton Aldon Car-Stop TIW Kan-Equipment Cage Rebuilt Mine Car 10 Ton GD Stoper Drill 3 - Rock Drills 2 -pock Drills Greenburg Locomotive 0 » Granby Type Ore Cars 5 - HD-20 Slusher Buckets Sev-Con Controller for Locomotive 4 Ton Prosser Pump ij- Raise Climber Rail i|. Sev-Con Controller for Locomotive lh Ton Rail Benders ' Feed LeS Drills ^ RB83 Stoper Drill Charger Plymouth Locomotive' Coffing Hoist Yale Hoist 2 Ton Yale Trolley 2 Ton Coffing Trolley Transformer 500 KVA . * Earnstead Still Dendneralizer and Cartridges "I" Beam Jalloy Sheet Shaft Fans Outlet Cone 15" . Fan 16" t ,* Outlet. Cone Outlet Cone 15 Z- Yftlc Pulift Ton Yale Pulift 3 Ton Feed Legs v?l*t stoper Telescopic Feed Leg Ksnual Chain Koist 5 TTon Card Slusher Ruckct Switch Panel Til it Furrp John Bc.*m Pun»» yANDAKD m e t a l s corporation p A & £ t» MINT MACHINERY AKD EQUIPMENT

DESCRIPTION

CE Shop welder John Bean Pump GD Stoper Drill Receiving Tank Eutectic Welder 3,- HG50 Slusher Bucket • X - Blower CD Wet Stoper Air Tugger Hoist JR. Double Drum Slusher Hoist GD Tugger* HDSO Boltless Slusher Bucket Sullivan Tugger Vulcan Denver Slusher Eimco 25 Rocker Shovel IR Slusher Hoist GD Air Tugger Hoist ** TFL83 Feed Leg Drill Transfer Car Joy Fan Fairbanks-Morse Pump Rock Drill, Rock Drill 0^ Card Granby Type Ore Cars Card Frame Assembly for Ore Cars a- GE Dry Type Transformer 75KVA 2,- Vulcan Denver Double Drum Slusher Hoist Vulcan- Slusher Joy Fan Telescopic Rock Drill q- GD RB83 Stoper Drill IE Single Drum TUgger Hoist Double Scr.ew Column GD Drifting Drill Atlas Copco Tugger GD Slusher Slusher Bucket GD Stoper Drill R3S3 joy Air Slusher 5 - D93 Drifting Drills Vulcan Double Drum Slusher IR Two Drum Slusher Drill Jumbo Two Beam Eimco 12B Mucking Machine Hoist Card Mine Flat Cars Vulcan Slusher Eimco 21 Rocker Shovel Carrier Car for Drill Jumbo and Loaoer GO Air Pump . GD TelOECOpihg Feed Leg Drill GD S58 Sinker Drill Air Slusher 5HP Joy Tugger Mancha Model 13 Ih Ton Eimco 12B Joy Two Drum Slusher Hoist 25HP Atlas C’npco Steel Gtiiv3f:r Vulcan Slxu-her IK r.iimlc Crum A?r Tucjgur ltt»33 Wet Stoper Drill IK Two rmiRi Sluuher

t No* .. U l k l O Duly ..recorded in Book 168 Sages 550 t*J5?Z both incl. ; • . 1 ;>j:sAED METALS CORPORATION ( f \ a. Sim, Recorded p* - y MINE MACHINERY AND EQUIPMENT

DESCRIPTION

CD Drifter Drills ’ * j- TFL 6 Telescopic Feed Leg Drill - TFL63 Telescopic ?eed Leg Drill 1 Air Chain Saw t/- RB83 Ket Stoper Drill if- Remington Air Saw * " # 2^ Electric Skill Saw ESctra Heavy Duty Electric Drill . 1 Black & Decker Disc Sander Impact Wrench* Hobart Battery Charger */• ’Goodman Battery Locomotive 6 Ton . IR Double Drum Electric Slusher Hoist ¿•Granby Mine Cars 3 Ton iR Double Drum Electric Slusher Hoist Vulcan Denver Hoist «» Generator Set with Charging Panel J!' IR Air Hoists 1 . ¿^Telescopic Feed Leg * . ■ L o c a tion: S Millsite, San Juan County, Colorado

Thickener Tank - 7 Guage Economy Horizontal Closed Coupled Centrifugal Pump Pump - Rubber lined 17” Impellor & Overhead Base Assmy, Electric Heater #26110 Automatic Scale 6" B fit D Portable Grinder 100 H,P. Motor THD Wisconsin Engine Delco Motor 30 H.P. 2-7% Century Motor Alemlte Fump #316315P Lead Indicator #6199 Flotation Equipment' 5 - Century Motors - 5 H.P. 5 - G.E. Motors 10 H.P. Gallgher Laboratory Agitator Flotation Machine Krebs Cyclone - Mod, D20 Cyclone Classifier 2-4x6 Mod. -4 Horizontal Vacseal Pump GE 25 H.P. Motor 5 - Century Motors 7% H.P. #955 Traxcavator DC 7 Caterpillar Tractor Michigan 75A Tractor Loader Denver Cone Type dry reagent Feeder Telesmith jaw crusher with motor & drive 50-Ton Scale 5 - 2 Clarkson Mod. D-2 18-8 Stainless Steel reagent feeder? Automatic Sampler Magnetic Separator 3 cu. ft. Tilting mixer 3/4” Denver Lab. Simplex Pump 3 - 21" Denver Automatic Samplers- #3 Sample Cutters B-6-5 Ruber-lined pump CB10 Denver cone-type»dup. Reagent Feeder Dry Reagent Feeder 4 - Westlnghouse Motors 15 H.P. Link Belt Feedear Vacuum Cleaner Model 30 fork lift Fork Lift Attachments for 85A/#551713 12 - Model E Clarkson Feeders Filtrate Pump: w/8lf"Impell£r Roots #710 Blowen /15 H.P. Compressor F 325 Reagent Feeder Jig 12 x 18 ' Amalgamating Barrel, Lodestar Elec.-chain hoist - Model H DFC ntr Blower #0 - #3M121 8 x 12 Simplex Mineral Jug Enclosed 6 mtr.» 100 h.p. Simplex IGO'ton jack

Toledo portable deal scale Mod. 18821Fe 75A Michigan Loader Duplex Jig Size 24" x 36" Lodestar Elec. chain Hoist , 1/2 H.P. Electric motor Westinghouse Frame #444 Sweeo Vibro Energy Separator 2 - Mod. NC4 Llghtnln- mixers 167 KVA single 6 pole type transformer Gc:.oral purpose, 3<* breaker 6" U U 1 20" i’L'ttiboni: pump IV s 003 Typ«* Q v.’ri»cf* -l>x»wrin*.r Co. Vump C ylindrical Tank li' >: 8"- opun lop Denver Kach. - GoJd pan - 3 pr.nr- ^ elrcLri.t\»l i;»yior Michigan Loader Filed t r T^cord at 9:05 o'clock A.M. or >nember 7, 1981 uly r e W it in Book 168 pages 550 to Joth incl. Addie A. Sim, Recorder. ^

Spencer Turbo Compressor 20 Rp. 01520-IAD Analytical Scale M58/A TEFC motor 15 H.P. Keller Ily-duty Power Hack Saw Barnstead Water Distilling Apparatus Beckman .Electromate P.H. Meter 2 - Hoshiba electric motors Impact wrench Dresser #WT 1220A 8 x 6 Ball Mill Motor Controller Lightnin Mixer NC4 Transformer & Pad 5 Acetylene cylinders Toshiba Electrical Motor 40 H.P. Toshiba capacitor bank Toshiba motor 300 H.P. 6000 SSK - 300 H.P. coupler 2 - 20 H.P. Toshiba motors TEFC #286T 3 - 250 KVA Transformers 17,000 V C-ll-5 Ash pump 21" dia. 1-50 H.P. 1800 rpm motor TEFC 326T 1-75 KVA Transformer Dry Type 1-50 H.P. 1800 rpm motor, TEFC 326T Allis Chambers - 4 wheel loader 21" dia. Ash pump Frame C-ll-5 Krebs Cyclone Mod, D-15-B with Hydraulic operation Anderson Veria crimp compression tool Motorizing NA-S0N Bridge Crane 8" Fusion Machine Motor Controller for Compton-Parkinson Lightning Mixers NC4 - 4 H.P. Spring cushioned drum truck - 1000 #cap. Douglas Scale weightometer 26* Lightening Mixer 1/4 H.P. Model NC4 1971 Allis Chalmers 4 wheel loader John Bean Sprayer w/1 - 123-5000 Spraying Gun & 160 ft. 3/4" $BGates 250 lb. Air Hose C 25 H.P.Motors 1 Generator Onan Service 10 KW 220 V 1 JD 350 Wide Gauge Crawler Dozer 1 Caterpillar Tractor 1 Electric Motor 25. H.P. - 1200 REM 2 CRT Machines 1 Auto DC. Voltage Control Cement Mixer 2 -Silver Streak Portable Mixers 1 Pulverizer 1 - D-34 Silver streak portable mixer Silver streak portable mixer VWR Scientific’Pulverizer Silver streak portable mixer 6" Grisby Pinch valve 1 Motor - 50 H.P. Toshiba 460 voc - 1750 rpm - FETC 2 sets Electrical boxes for above motor Cab & Accessories for #D-7G COF 1 G. M. Hoist - 1 ton - 1/2 h.p. Model "H"- 120 V0H AC-Single phas Ten cell Flotation machine Model 60 x 100 Agitair w five electr motors 25 H.P, '& 2 galigher automatic puap levels Brush type convcyor belt cleaner model §99 for 24" width belt Dry feeder model #502 w/520 standard base M a rk IX Core drill with long auger bit sections, 20 long auger e>; overbudren anchor spider 25/L Miringequipment 2 cap t/L 30000# each 10" Contractors Scrcw D.C. Drive Pkg.4832 motor w ith cooling covcr - Model 76405 Al I'Jiiriur: oxicnnion IftiMer to 40’ fla t st**p ------— *■ — » ✓ • * “ • • ¥ H V W I U K 1 , 4 f | 4- JUJ...... ~ Duly recorded in'Book 168 pages 550 to 572 both incl. f-A£> No. 131^10 ■T'ViNSAK) kstals COKPCKATION ^ r*4die. A. Sim Recorder / ------O J M U h r / . MACHINERY mid E?U;?ttE?iT

DESCRIPTION

V- TFL 83 CD Feed Leg Drill GD Wet Stoper Drill CD RB 83 Stoper Drill Slusher Bucket 3 - Beebe Air Tugger with Drum Joy Fan Series 1000 X* Mine Fan 12H Plymouth Diesel Locomotive 20 Ton Skip and Hoist with Safety Equipment XLE Compressor and Sub-Station «2- Mancha Diesel Locomotive 6 Ton A- Card ,Branby Type Ore Cars 9 Ton GD 600 Compressor X - Card Granby Type Ore Cars 10 Ton X- Telescopic Feed Legs for R3 83 Stoper Drill 2.- FS Fan 24" Joy Fan Series 1000 Beebe Tugger Model 2000 S83F Feedleg Drill Motor Battery 40 Cell Greenberg Motor 6 Ton, 24" gauge Joy Air Slusher Hoist FF311 Sterling Bit Grinder Joy Air Tugger Hoist V- GD Feed Leg Drill. TFL 63 IR Double Drum Air Slusher Hoist Charging Panel for 14 Ton Mancha Locomotive Z- Rocker Dump Ore Car Joy Air Hoist Eimco 123 Mucking Machine IR Air Tugser Hoist Killer Cut Off Saw 10" J- Spendrup Fan X- Dry Transformer 10 XVA Air Receiver Rectifier Battery Charger TFL Feed Leg Drill Joy Air Slusher Hoist Atlas Eattery Locomotive 14 Ton Generator-Charger MG Set Mancha Trammer 14 Ton 5 - Rocker Dump Ore Car Submersible Pump Rockcr Dump Ore Car Eaton Receiver Tank TFL Feed Leg Drill Gardner HKL Tugger Slusher Bucket Hobart Battery Charger Slusher Bucket HD50 X- Mine Fan IR Tungpr GD Stouir Drill '* X- Hydraulic Rail Bender Slusher Bucket 1ID30 j- Rccftiver Tank I— »f MINS'" MACHINERY AND EQUIPMENT

DESCRIPTION

Load King Hand Hoist 2 Ton Load King Hand Hoist 5 Ton Steel Trolley for 2 Ton Hoist 4 - Steel Trolley for 5 Ton Hoist Goodman Battery Locomotive 8 Ton Hobart Battery Charger Card Granby Type Mine Car 57 cuft Teed Leg Machine with Telescope Leg IR Slusher 25HP Joy. Slusher TFL 63 Feed Leg Drill Aliwak Raise Climber Man Cages Load King Hand Hoist 5 Ton Trolley for 5 Ton Hoist Load King Hoitft 5 Ton Trelley for S Ton Hoist Card Boltless Bucket Air Tugger Hoist "Camelback" Car Dumper IR Double Drum Slusher Hoist q - Soderburg AMF Fan 16" £ - Soderburg MAF Fan 12" Greenberg Battery Locomotive 3 Ton Work Deck for top of Skip Cage Card Slusher Bucket 2- Black £ Decker Disc Sander Black S Decker Chipping Hammer John Bean Pump GD Air Motor ton Cages i/- Mine Cars 10 Ton 3 - Remington Air Saw - GD TFL 63 Feed Leg Drill DuPont Cap Crimper Boltless Bucket Bean Pump Silicon Charger 48 Cell Car d Powder Car 36" gauge Skip Cage with Safety Bridle t Powder' Car 36" gauge IR Tugger Eimco 12B Mucking Machine ^ Air Fans 5HP Drill Column ,t Rockcr Dump Ore Cars 24" gauge Skil Saw Drill Column Mine Car 10 Ton Cable Hollers HD 40-42 Scraper Slusher 'Bucket Gculd Rectifier . Skip Cage 1?B Mucker Wet* Battery 40 Cell- Rerbe Air Tugger Type 10 Compressor 600 cfm Conversion Kit for Muckers 36" to 2 U* K a n 1 6 " A 5 r M .tor - DiarromJ Trill . Gfj Drill uuiy recorded in Book 168 pages 550 to 572 both incl. ;joa:o mstais cckj'QP.ation f ,-Addie A. Sim Recorder. - I MXiiEMACHINERV AND EQUIPMENT

DESCRIPTION

Eimco Mucking Machine with Deck Mancha Locomotive 1^ Ton 4/* Mine Fans 3.5HP 2 + Mine Tans-.7:SHP Soderburg Fan ■7HP Z ~ Air Operated Grease Pimp Double Drum Slusher Hoist //- Cylinders £ - Granby Type Ore Cars £ • Transformers Dry Type X- GD TFL 83 Feed Le'g Drill *A- Joy Air Tugger Double Drum Slusher Hoist Bean.Electric Pump GD Tugger Model HB 2 - Battery Locomotive 6 Ton * Card HD Slusher Bucket . _ Groover and Rollers M r Hoist Tugger GD TFL83 Feed Leg Drill Mucker Platform for 12B Mucker Remington Air Saw 2- Double Drum Slusher Granby Type Ore Cars 60 cuft GD RB83 Stoper Drill Hercules Blasting Machine 2 - Fan with Motor • £ - Slusher Bucket Fans 20H and 12" Electric Motor 7*3HP GD Wet Stoper Drill Hydraulic Rail Bender * Mine Fan 24" Ore Car 7 Ton . Fabricated Axles 36" gauge Screw Compressor PAC Model 300V Transformer Dry Type Slusher Platforms Receiver Tank Receiver Tank Panel Box for Screw Compressor TSG Battery Locomotive 48 Cell 3^ Transformer Dry Type y. Feed Leg Drill SS3F Lincoln tielder /¿- Scott Timber Cars and Transfer* Cars ’ Double Drum Slusher Hoist Mine Fans a. GE Heater Fans Porta Power Pu^p, Hose & Crane CP Impact Wrench

Metal" Lath* with Attachments 16 " Rail for Raise Climber High Pressure Triplex Fumpt . Fans Fabricated Expanding Gate fofLaryc Cage- GE Trarvs.er 1*3 Ton Revise.1. Cage with Safety Dogs q- IP. Tug; cr * ,

.. CD rtoi L’ i - n r i U ,t. 3F. r*niv;ni Hi-vliM: S3ti'.hi.*r Hoist Kaii.e Air ivy.i'c 'T^TANSARD CORPORATION / wXNE MACHINERY AND EQUIPMENT

DESCRIPTION

Pvunp - 2 Stage Electric Motor 10HP Electric Chain Hoist ’ Blackhawk Ram Assembly Boyles Diamond Drill Mire Line Hoist . CD RB83 Stoper Drill ‘ Sevcon Connector System Eimco Mucker and CD R383 Drill Ore Cars 9 Ton Track Cleaner CD RB83 Drill 3 - Rock Drill RB83 with Telescopic Leg Coffin Skip John Bean-Pump IR 2-Drum Electric Slushing Hoist John Bean Pump Sterling Electric Motor Lodestar Chain Hoist TFL33 Feed Leg Drill 4 « HD40-42 Slusher Bucket Remington Air Saw IR Water Pump Kestinghouse Transformers 400 KVA g - Cylinders JL- Coffin Cage Kan Hoist CD TFL14 Telescopic Feed Leg 3-Lincoln Grease Gun • . GD R383 Stoper Drill Control System for Electric Locomotive Diamond Drill *. John Bean Pump IR Air Tugger Hoist Fans ' * 00 Eimco 630 Mucker GD RL83 Drill * -- Fans ¿-GD TFL14 Drill Legs j-Yale Koist 2 Ton Cylinders 2 - Control for Greenburg Locomotive «-Card Scraper SKD40-42 Load Pack Scrapers “HD40-42 Yale Chain Hoist 5 Ton Trolley for 5 Ton Chain Hoist ■ Slip Ring GE Motor Rebuilt Flat Car *f' Coffin Cages *j Coffin Cages Welder . . Johft Bean-Pomp Dayton Electric Motor 2CKP Puma Sheave • Motor Sheave IR Electric Slusher Hoist Wire Line Hoir.t Air Motor 2 * Scv-Con Controller for tocoirotive 6 Ton Air H o t o i for John Be ¡in Vv.-rp Oil Tilled TiAn&foinicr 200 KVA 3 - Trimr.foiver 333 KVA 2 - r.Jltftry Cliaiycr Sov-Con Cout i ol 1 i*r for Locoi'divo G Ton ...... •'»VVIHgV* ( f A7VA .NO* 131*10 1)1117 recorde* in’ Book 168 Pages 550 to 572 both incl. r\ ^ f C i r . k T D metals CO TP ORATION -^idie A. Sin, Recordef M^rfE- > MACHINERY XND EQUIPMENT '-j j ■

DESCRIPTION

Receiving Tank 2 ~ Soderberg Fan Welder Vulcan Denver Slusher ty - RGB3 Rock Drills Drill Press Camelback Dumping System for 3 Ton Car 3 ij. Raise Climber Rail Beebe Hoist -/¡I- Galvanometer 5- Cylinders IR Tugger Card Loader Frame „Type Motor ¿..«‘Yale Chain Hoists 2 Ton Cylinders Steel Hoist Foundation for Service Raise Sev-Con Controller for Locomotive Vi Ton Drill with Telescopic Leg A- Hydraulic Kail Bender Sev-Con for Locomotive l*j Ton Aldon Car-Stop TIM Kan-Equipment Cage Rebuilt Mine Car 16 Ton GD Stoper Drill 3 - Rock Drills Pock Drills X* Greenburg Locomotive /£- Granby Type Ore Cars 2- HD-20 Slusher Buckets Sev-Con Controller for Locomotive 4 Ton Prosser Pump - 3J. Raise Climber Rail tfm Sev-Con Controller for Locomotive l*j Ton 2 - Rail Benders ' Feed Leg Drills R383 Stoper Drill Charger Plymouth Locomotive Coffing Hoist Yale Hoist 2 Ton Yale Trolley 2 Ton Coffing Trolley Transformer 500 KVA . • Earnstead Still Dendneralizer and Cartridges “I" Beam Jalloy Sheet Shaft Fans Outlet Cone 15M . Fan 16" % ; Outlet. Cone Outlet Cone 15" 2- Yale Pulift W Ton Yale Pulift 3 Ten Feed Legs Het Stoper Telescopic Feed Leg Manual Chain Hoist 5 TTon Card Slusher Buckct S w i t c h Panel T«i i L Furrp John Bc.'rn Tump ♦ DESCRIPTION

CE Shop Welder John Bean GD Stoper Drill Receiving Tank Eutectic Welder HG50 Slusher Bucket Blower . GD Wet Stoper Air Tugger Hoist IR* Double Drum Slusher Hoist GD Tugger HD50 Boltless Slusher Bucket Sullivan Tugger Vulcan Denver Slusher Eimco 25 Rocker Shovel IR Slusher Hoist ' GD Air Tugger Hoist " TFL83 Feed Leg Drill Transfer Car Joy Fan Fairbanks-Morse Pump Rock Drill, Rock Drill Card Granby Type Ore Cars Card Frame Assembly for Ore Cars GE Dry Type Transformer 75KVA Vulcan Denver Double Drum Slusher Hoist Vulcan- SlusKer Joy Fan Telescopic Rock Drill GD &S83 Stoper Drill IR Single Drum Tugger Hoist Double Scr.ew Column GD Drifting Drill Atlas Copco Tugger GD Slusher Slusher Bucket GD Stoper Drill RS93 Joy Air Slusher D93 Drifting Drills Vulcan Double Drum Slusher IR Two Drum Slusher . Drill Jumbo Two Beam Eimco 12B Mucking Kachine Hoist . Card Kine Flat Cars Vulcan Slusher Eimco 21 Rocker Shovel Carrier Car for Drill Jumbo and Loader GD Air Pump . GD Telescoping Feed Leg Drill - GD S5S Sinker Drill Air Slusher 5HP Joy Tugger Kancha Model 13 I'a Ton Eimco 120 Joy Two Drum Sluchcr Hoist 25HP Atlas Cnpco Steel Grin£c:r Vulcan Sluchcr ■ t TK i'.Jnalc Crivn Air Tufjgur KH93 Wet Stoper Drill - IK T*-\> r»run. Sluuhcr '*w u iVGQra as o'clock A* K. on December 7 . 1 9 8 1 ------J.31^10 Dul* "corded in Book 168 Pages 550 to 572 both incl. r T>JiS&RD METALS CQKPORATlOfj f :p . a. Sim, fiecord«frp*6&

H1WE MACHINERY AND EQUIPMENT ~ J

DESCRIPTION

£• CD Drifter Drills 3 - TFL 6 Telescopic Feed Leg Drill **• TFL63 Telescopic feed Leg Drill M r Chain Saw tf- RB83 Wet Stoper Drill Remington Air Saw 3 - Electric Skill Saw Extra Heavy Duty Electric Drill . ' Black s Decker Disc Sander Impact Wrench* Hobart Battery Charger *J-*Goodjnan Battery Locomotive 6 Ton IK Double Drum Electric Slusher Hoist ¿•Granby Mine Cars 3 Ton IR Double Drum Electric Slusher Hoist Vulcan Denver Hoist % Generator Set with Charging Panel j t -IR Air Hoists Telescopic Feed Leg Lightnin Mixer #6613158 Model NCA Model C-6 Electric Welder Steam Cleaner - Nalsbary 3 - 20KVA Transformers - Westinghouse 2 - Brooks Motors #6111 6 #226E 3 - Tanks CPO 6278 4 - 86 x 8'xfc Steel tanks Eimco Filter Flotations cells Symons Rod dock 6 Conditioners 100 H.F. Westinghouse motor Megger Insulation Taster Reagent feeders

2 - Automatic Sampler mechanism Denver Duplex Wet Reagent Feeder Fairbanks Morse Built together pump #5551 D K1050 AC 250 Lincoln welder R H meter Mod. 5 S a f e B, fie D 4 H.P. offset drill 1" x 3/4 H.P. 5552B Built together pump Model B-48445 Chemox Breathing Apparatus P a r t i e s :

A. Lender: CANADIAN IMPERIAL BANK OF COMMERCE Suite 5670 600 Grant Street Pittsburgh, Pennsylvania 15219

B. Borrower: STANDARD METALS CORPORATION, DEBTOR IN POSSESSION, a Delaware Corporation Case No. 84 B 00945G, United States Bankruptcy Court for the District of Colorado 645 Fifth Avenue ■ New York, New York 10022

D a t e 1 9 8 4 .

A g r e e m e n t :

For good and valuable consideration, including the mutual covenants contained herein, the parties hereto hereby agree as f o l l o w s :

1. T h e L o a n .

1.1 The Lender agrees to make to the Borrower a loan ["Loan"] in the amount of up to Two Million Five Hun­ dred Thousand Dollars ($2,500,000.00) ["Loan Amount"] on the terms and conditions contained herein.

2. Purpose.

2.1 The proceeds of the Loan (or so much thereof as shall be disbursed as described below), shall be used only to meet those lease royalty and tax payments due under the Washington Mining Lease (as defined below) which had accrued prior to March 5, 1984, the date the Borrower filed its petition for relief under Chapter 11 of the Bankruptcy Code ("Pre-petition Roy­ alty Payment") as they become due and payable and the Loan Cost described in Section 8.2.

2.1.1 The term "Washington Mining Lease" means that Lease pertaining to certain mineral interests located in San Juan County, Colorado, between Washington Mining Company as Lessor, and the Borrower as Lessee. The original Lease dated February J28, 1959, was between United States Smelting, Refining and Mining Company as original Lessor, and Marcy Shenandoah Corporation as original Lessee. The Lease has been amended by the following: Agreement Modifying Lease dated October 26, 1959; Agreement Modifying Lease dated June 10, 1969; Agreement of''July 1, 1970; and Agreement dated August'l, 1973. The original Lessor assigned all of its interests in the Lease to Washington Mining Company and the Borrower succeeded to Marcy Shenandoah Corporation’s interest as origi­ nal Lessee. L o a n Term/Repayment.

3.1 The Loan will be evidenced by a promissory note in substantially the form attached hereto as Exhibit 1 [ " N o t e " ] .

3.2 Payments upon the Note shall be required as follows:

3.2.1 Accrued interest will be payable monthly in arrears commencing on the first day of July, 1984, and on the first day of each month thereafter to and including the month immediately preceding the Maturity Date (as defined in Subsection 3.2.2 below).

3.2.2 Principal will be repayable in twenty-four (24) equal monthly installments ["Monthly Principal Payment"] commencing on July 1, 1984, and on the first day of each suc­ ceeding month.

The amount of each Monthly Principal Pay­ ment shall be determined by dividing the principal amount owing under the Note as of each Monthly Principal Payment due date by the number of scheduled Monthly Principal Payments remaining to and including June 1, 1986. The due date of the last Monthly Principal Payment will be June 1, 1986 (the "Maturity Dats").

3.2.3 Any remaining unpaid principal and accrued but unpaid interest on the Note shall be due and payable in full on the Maturity D a t e .

3.3 The Standby Fee (as described in Section 4.3 below) will be payable monthly in arrears on the first day . of June, 1984, and-bn.the first day of each month thereafter to and including the date coinciding with, or immediately following, the final disbursement under this Loan (the ‘"Final Disbursement Date").

3.4 The Borrower has the privilege of making prepayments of principal on the Note at any time; such prepay­ ments will be applied to subsequent scheduled Monthly Principal Payments in inverse order.

Interest and Fees.

4.1 The unpaid balance of the Note will bear interest at an annual rate equal to the CIBC Prime Rate plus two and one-half per cent (2-1/2%) ["Interest"].

4.1.1 The term "CIBC Prime Rate" means the rate quoted as such by the Lender’s New York office, as it may change from day to day. The Prime Rate is not necessarily the lowest rate at which the Lender may make loans at any given time.

4.2 Interest shall be converted to a daily rate on the basis of a 360 day year and charged for the actual number of days elapsed.

4.3 In addition to Interest on amounts disbursed and owing under the Note, the Borrower shall also pay the Lender a monthly Standby Fee in an amount equal to u

o n e - half of one per cent (1/2%) per annum calculated on the difference between $2,500,000 arid the Dis­ bursement Amount up to and including the Final Dis­ bursement Date. The "Disbursement Amount" shall be the average daily principal amount owing under the Note for the calendar month immediately preceding the .date on which the monthly Standby Fee is being paid.

4.4 The Borrower shall pay the Lender a late payment charge equal to one per cent (1%) of any payment not' received within ten (10) calendar days after the installment is due.

4.5 The entire amount of unpaid principal and accrued Interest shall, from and after the Maturity Date, bear interest at a rate of five per cent (5%) per annum in. excess of the rate which would otherwise be applicable under Section 4.1 of this Agreement.

5. Collateral Security.

5.1 The Borrower's payment of all amounts owing under the Note and the Borrower’s performance of all covenants, duties and obligations ["Obligations"] as set forth in the Note, this Loan Agreement, the Mortgage (as hereinafter defined in Subsection 6.2.1), or any other documents executed as security for or in con­ nection with the Note and the Loan ["Loan Documents"] shall be secured by, among other things, the follow­ ing rights and properties ["Collateral"]:

5 . 1 . 1 The lands described in the Mortgage and Exhibit A thereto, and the leases, the fee, mineral, overriding royalty, royalty, working interest and other interests spe­ cifically described in the Mortgage and Exhibit A thereto and all lands, and all leases, and the fee, mineral, overriding royalty,"royalty, working interest and other interests hereafter acquired by the Borrower in San Juan or Ouray Counties, C o l o r a d o .

5 . 1 . 2 The metals or minerals which are in, under, upon, produced, or to be produced from the lands or leases described in the Mortgage and Exhibit A thereto.

5 . 1 . 3 The Mills, Mines, Operating Equipment and Production Sales Contracts, as those terms are more particularly defined in the Mort­ g a g e .

5 . 1 . 4 All leases of real or personal property located in San Juan or Ouray Counties, Colorado, not otherwise described in Exhibit A to the Mortgage, whether now or hereafter existing, to which the Borrower is a party or in which the Borrower has any interest whether as lessor, lessee or otherwise, together-with all right, title and interest of the Borrower in and to all sums of money payable to the Borrower under all such leases,' r \ !r

5 . 1.5 All permits, licenses, easements, con­ tracts, agreements and warranties relating to the Mines, the Mills and the other properties constituting part of the properties and rights described in this Section 5.1 and all Subsections -thereof.

5.1.6 The Borrower's accounts and inventories of raw materials, work in progress, supplies, spare parts,, finished goods, produced from its San Juan and Ouray operations and prod­ ucts thereof, and proceeds thereof, wher­ ever located, including such properties located in Colorado, Texas and California, and whether now owned or hereafter a c q u i r e d .

5.1.7 Any and all other property of the Borrower now owned or hereafter acquired relating to any of the rights or properties otherwise described in this Section 5.1 and all Subsections .thereof, including any and all corrections or amendments to, or renewals * or extensions or ratifications of, any of such rights or properties, or of any instrument relating thereto, and all rights-of-way, franchises, easements, tenaments, licenses, hereditaments.and appurtenances now existing or obtained in the future.

5.1.8 Notwithstanding any other provision herein to the contrary, the Lender agrees that with respect to any lands or minerals which are or which may become a part of the Washington Mining Lease, wherein Washington Mining Company has or acquires fee title and the Borrower has or acquires the les­ see's interest, the Lender's lien will encumber only the Borrower's interest in said lands or minerals.

5.2 The Lender is to have a first lien on the Collateral to secure the Obligations, subject only to current taxes not yet in default. The lien priority described in this Section 5.2 shall be established pursuant to Order of the United States Bankruptcy Court for the District of Colorado in or pursuant to Bankruptcy Case No. 34 B 00945G [the "Case"] in form and substance satisfactory to the Lender.

5.3 The Lender's lien as described above in Section 5.2 may, at the Lender's sole option, be evidenced by one or more mortgages and one or more deeds of trust.

5.4 An Order, satisfactory in all respects to the Lender, shall be entered by the United States Bankruptcy Court for the District of Colorado in or pursuant to the Case establishing that any and all amounts owing to the Lender as a result of or in connection with the Note, the Mortgage, the Loan and the Borrower's obligations thereunder, shall, to the extent not dis­ charged through amounts recovered by the Lender exer­ cising its security interest as described in Section 5.2 above, be accorded a priority over all o t h e r liabilities of the Borrower pursuant to 11 U.S.C. §364(c)(1).

Draw/Disbursement Procedures.

6.1 Disbursements under .the Loan shall be only for the purposes set forth in Section 2.1 hereof and, at the Lender's sole discretion, may be made directly to, or by check or other instrument payable to, the Lessor under the Washington Mining Lease.

6.2 The Lender’s obligation to disburse any funds under the Note shall be conditioned upon the Borrower delivering to the Lender each of the documents and fulfilling each of the requirements described below no later than May 1, 1984:

6.2.1 Execution, delivery, and, where appropri­ ate, recordation, of the- following- docu­ ments in form and content satisfactory to the Lender:

(a) The Note.

(b) The Mortgage, Security Agreement and Financing Statement securing the Note by the Collateral ["Mortgage"].

(c) This Loan Agreement.

(d) Such financing statements as may be required by the' Lender.

(e) A certified copy of the Orders required by Sections 5.2 and 5.4 hereof ["Order”].

(f) Theopinion, satisfactory to the Lender in form and content, of the Borrower's independent legal counsel, addressed to the Lender as to the due formation and valid existence of the Borrower under all applicable laws; that the Borrower has all such powers and authorizations as are necessary to enable it to carry on its business and to execute, deliver and carry out its obligations under the Loan Documents; that each of the Loan Documents has been duly authorized, executed, and delivered by the Borrower and is in full force and effect and constitutes legal, valid and binding obligations of the Borrower enforceable in accord­ ance with the terms thereof (subject only to bankruptcy laws and related laws affecting the rights of creditors generally and except as they may have been modified by the Order), and that, to the best of the knowledge, informa­ tion and belief of the Borrower's independent counsel, all representa­ tions and warranties made by the Bor­ rower in Sections 7.2, 7.3, 7.5, 7.7, 7.8 and 7.9 of this Agreement are true and correct. (g) Proof satisfactory to the Lender that the Borrower has in place proper insurance as-required by Section 8.6 hereof and in the Mortgage and that the Lender has been properly named the first loss payee under said insurance.

(h) Such financial statements as the Lender may require.

(i) Any other documents reasonably re­ quired by the Lender.

6.2.2 The Borrower shall have furnished the Lender with corporate resolutions in form and content satisfactory to the Lender spe­ cifically authorizing the Loan and the exe­ cution of the Loan Documents and the pledging of the Collateral, and specifying the officer or officers, by name' and title, authorized to sign the Loan Documents and request disbursements on behalf of the Bor­ r o w e r .

6.2.3 The Borrower shall not be in default on any obligation, representation, warranty or covenant under any of the Loan Documents, and no event shall have occurred which, with the giving of notice or the expiration of the applicable cure period, or both, would constitute such a default.

6.2.4 The Lender shall have received, in such form as it shall deem satisfactory;

(a) A^written request for a disbursement signed by an.authorized person on behalf of the Borrower specifying the amount'requested and the Pre-petition Royalty or Tax Payment to which it is to be applied; and

(b) Proof that the funds to be disbursed will be so applied, including detailed calculations of the amount.

6.3 The Lender's obligation to make the first disburse­ ment, in an amount not to exceed $2,000,000.00 ("First Disbursement")/ is expressly conditioned upon the Borrower delivering to the Lender each of the documents and fulfilling each of the requirements described below no later than May 1, 1984:

6.3.1 An Estoppel Certificate in the form attached hereto as Exhibit 2 properly exe­ cuted by Washington Mining Company as Les­ sor under the Washington Mining Lease.

6.3.2 The Lender shall have received a title opinion from the Borrower's independent legal counsel, addressed to the Lender, satisfactory to the Lender in form and con­ tent, with respect to the state of the title of the Collateral as of the day imme­ diately following the date on which the M o r t gage and other required security docu­ ments securing the Note are recorded or filed, said title-opinions to be in sub­ stantially the same form as, and with no materially adverse title exceptions or qualifications other than those set forth in, the Title Opinions described at Sec­ tions 7.2 and 7.3 hereof. Said Title Opin­ ions shall be' addressed to the Lender not only with respect to the lien of the Mort­ gage and the obligations secured thereby, but also with respect,to the Original Mort­ gage, and obligations secured thereby and that as to all Obligations under this Loan, the Mortgage will constitute a lien on the property described therein prior and senior in right to the liens of any mortgage, deed of trust, judgment or like encumbrance recorded subsequent to the recording of the Mortgage. "Original Mortgage" means the Mortgage, Security Agreement and Financing Statement in favor of the Lender dated November 30, 1981, recorded (i) in San Juan County, Colorado, December 4, 1981, Recep­ tion No. 124406,. Book 222, Pages 587-632, and (ii) in Ouray County, Colorado, December 7, 1981, Reception No. 131410, Book 168, Pages 550-572.

6.3.3 A certified copy of an Order entered by the Bankruptcy Court for the District of Colorado in the Case•authorizing the Bor­ rower's assumption of the Washington Mining Lease under Section 365 of the Bankruptcy Code, and such other proof as the Lender shall reasonably'deem satisfactory of (a) the assumption of the Washington Mining Lease by the Borrower, and (b) compliance by the Borrower, and any other third parties as may be applicable, with all requirements of such Order and all other conditions to such assumption.

6.4 The Lender's obligation to disburse funds other than the First Disbursement is expressly conditioned upon satisfaction of the following requirements:

6.4.1 The Borrower shall furnish to the Lender such proof as the Lender shall deem satis­ factory of amounts available to apply to payment of the Original Loan under the Stipulation For Use Of Cash Collateral entered into in connection with the Case ("Original Loan" means that loan from Lender to Borrower under Loan Agreement dated November 30, 1981, in the principal amount of $6,000,000);

6*4.2 The Lender shall determine, in its sole discretion, whether and to what extent such amounts shall be applied to the Original Loan or to payment of the Pre-Petition Roy­ alty Payment for which the disbursement is being requested; 6 . 4 . 3 The Lender shall notify the Borrower in writing of such amounts to be applied to the Pre-Petition Royalty Payment and such amounts shall be deducted from the requested disbursement and from the Loan Amount herein; and

6.4.4 The Lender shall disburse the balance of the requested disbursement, but not in excess of the Loan Amount as so adjusted.

6.4.5 The conditions set forth in Subsection 6.2.3 shall be true as of the date of-any such disbursement.

7. Borrower's Representations and Warranties.

The Borrower, to induce the Lender to make the Loan# hereby represents and warrants as follows:

7.1 With.respect to the Collateral: The Borrower has good and marketable title to the Collateral and has the legal right to mortgage and pledge the same to the Lender and the Collateral is free from all encum­ brances or liens whatsoever except (a) taxes constituting a lien but not yet due and payable; (b) defects or irregularities in title, and liens, charges or encumbrances, which are not such as to interfere materially with the development, operation or value of the Collateral and not such as to materi­ ally affect title thereto; (c) those liens or encum­ brances being contested by the Borrower in good faith in such manner, and with such protections satisfac­ tory to the Lender, as not to jeopardize the Lender's rights in and to the Collateral; (d) liens created to secure the Loan; and (e) the lien in favor of the Lender created by the Original Mortgage.

7.2 The following described title opinions issued to the Continental Illinois National Bank & Trust Company of Chicago ["Title Opinions"] correctly depict the state of title of the Collateral as of the date of such Title Opinions to the best of the Borrower's knowl­ edge, and there have been no liens, encumbrances, transfers, or other actions taken since the date of such Title Opinions which would adversely affect the state of the title as therein described except the recording of the Original Mortgage:

(a) From Dufford, Waldeck & Williams, attorneys-at- law, Grand Junction, Colorado, dated January 19, 1 9 7 9 ;

(b) From Holme Roberts & Owen, attorneys-at-law, Denver, Colorado, dated January 23, 1979;

(c) From Davis, Graham & Stubbs, attorneys-at-law, Denver, Colorado, dated January 29, 1979.

7.3 The following described title opinion issued to the Lender ["Supplemental Title Opinion"] correctly depicts the state of title of the Collateral as of - the date of such Supplemental Title Opinion to the best of the Borrower's knowledge, and there have been no liens, encumbrances, transfers, or other actions t a k e n since the date of such Supplemental Title Opin­ ion which would adversely affect the state of the title as therein described:

(a) From Davis, Graham & Stubbs, attorneys-at-law, Denver, Colorado, dated December 31, 1981.

7.4 The Borrower is duly organized, validly existing and in good standing under the laws of the state of .its organization; has complied with all conditions to its doing business in the State of Colorado; has the power and authority to own its property and to carry on its business in every jurisdiction in which the nature of its business or its properties make such qualification necessary; and is, in all material respects., in compliance with all laws, regulations, ordinances, and orders of public authorities applica­ b l e t o it.

7.5 The Borrower is a corporation, organized and char­ tered under the laws of the State of Delaware, with its chief executive office located at Olympic Tower, 645 Fifth Avenue, New York,. New York 10022, and with a place of business at 7355 East Orchard Road, Englewood, Colorado 80111.

7.6 The financial statements, representations, and other financial information submitted to the Lender by the Borrower disclose all material liabilities, direct and contingent, as of their respective dates; fairly and accurately present the Borrower's financial con­ dition, and the financial status of the Borrower's operations with respect to the Collateral; no materi­ al adverse change in the Borrower's financial condi­ tion has occurred from the last presentation to the date of execution of this Agreement; and the finan­ cial' statements submitted to the Lender by the Bor­ rower have been prepared in accordance with generally accepted accounting principles consistently followed throughout the periods covered thereby.

7.7 The execution, delivery and performance by the Bor­ rower of the Loan Documents are within the powers of the Borrower; have been duly authorized by all requi­ site action on the part of the Borrower and the Bank­ ruptcy Court; do not require additional approval of any governmental authority; and will not violate any provision of law or regulation, any order of any Court or other governmental authority, or any inden­ ture, agreement or other instrument to which the Bor­ rower is bound or is a party. The Loan Documents are the legal', valid and binding obligation of the Bor­ rower, enforceable in accordance with their respec­ tive terms.

7.8 There exists no violation of any material statute, rule, law, ordinance or regulation with respect to the Collateral or any portion thereof, and, to the Borrower's knowledge, there are no facts presently existing which, with the giving of notice or the pas­ sage of time or both, may form the basis of any such v i o l a t i o n .

7.9 Other than as disclosed on Exhibit 3 hereto, there is no action, suit, proceeding or investigation pending o r t hreatened against or affecting the Borrower or the Collateral which, in any case, might adversely affect the value 'of the Collateral, or the Borrower's ability to perform its obligations under the Loan D o c u m e n t s .

7.10 All warranties and representations by the Borrower in the Loan Documents are now and will continue to be true and correct until the Loan is repaid in full and all covenants and agreements therein contained will be observed and performed by the Borrower.

7.11 More than 90% of the Borrower's present mining operations are conducted under the Washington Mining L e a s e .

7.12 The Borrower represents and-warrants that the breaches under the Washington Mining Lease as alleged in the Washington Motion involve, if Washington Min­ ing Company's allegations are sustained, monetary amounts not exceeding the following:

7 . 1 2 . 1 The breach alleged at paragraph 5(a)-- $2,300,000.

7 . 1 2 . 2 The breach alleged at paragraph 5(b) — $ 1 3 1 , 0 0 0 .

7 . 1 2 . 3 The breach alleged at paragraph 5(c) — $ 3 , 5 5 0 .

7 . 1 2 . 4 The breach alleged at paragraph 5(d) — $ 9 0 , 0 0 0 .

7 . 1 2 . 5 The breach alleged at paragraph 5(j) — $ 1 5 5 , 0 0 0 .

7 . 1 2 . 6 None of the other alleged breaches involve material'monetary amounts.

8. Borrower's Covenants and Agreements.

The Borrower, to induce the Lender to make the Loan, hereby covenants and agrees as follows:

8.1 There shall be no change in ownership of the Collateral without the Lender's prior approval, which approval the Lender may grant or withhold in its sole discretion.

8.2 The Borrower shall pay all reasonable costs and expenses incurred by the Lender in connection with the preparation, execution, delivery, performance and enforcement of and under the Loan Documents, includ­ ing, but not limited to, title commitment fees, bro­ ker's fees and commissions, legal fees, recording fees, appraisal fees, survey costs, documentary and other similar taxes, fees for title examination, and insurance premiums ["Loan Costs"]. The Borrower shall pay or reimburse'the Lender for such Loan Costs on demand, or the Lender may, at its discretion, dis­ burse the amount of such Loan Costs under the Loan, notwithstanding any restrictions on amount or like restrictions on disbursements contained herein. 8 . 3 The Borrower shall maintain all debt service under this Loan in a current status, and shall not permit any lien, security interest or encumbrance upon the Collateral, except as expressly permitted herein, nor permit the same to be levied, attached or replevied . by a third party [any of the foregoing shall be deemed an "Adverse Claim"]. The Borrower shall promptly notify the Lender in writing upon the occur­ rence of any such Adverse Claim; provided, however, this obligation of notice shall not be construed in derogation of the prohibitions against any such Adverse Claim.

8.4 The Borrower will keep proper books of record and account in which complete and correct entries will be made of the Borrower's transactions in accordance with generally accepted accounting principles reflecting the Borrowers operations generally, and in particular the Borrower's operations with respect to the Collateral. The Borrower will furnish or cause to be furnished to the Lender such information concerning the Borrower's business affairs and finan­ cial condition as the Lender may from time to time reasonably request and the Borrower shall also allow the Lender to inspect the Borrower's books of record and account, and to come upon and inspect the Collateral and the Borrower's operations with respect to the Collateral, either in person or by agent, at any reasonable hour.

8.5 The Borrower will, at its sole expense, furnish the Lender, within ninety (90) days after the close of its fiscal year, and within forty-five (45) days after the close of each calendar quarter, with a con­ solidated financial statement for such period, con­ sisting of a consolidated balance sheet and consoli­ dated profit and loss statement in such reasonable detail as the Lender may request, and a certificate executed by the principal financial or accounting officer of the Borrower certifying that such finan­ cial statement has been prepared in accordance with generally accepted accounting principles applied on a consistent basis and fairly represents the Borrower's financial condition as of the date thereof and the results of the Borrower's operations for the period covered thereby and that said officer knows of no defaults under the Loan Documents nor of any material adverse change with respect to the Borrower's ability to perform under the Loan Documents since the last such certification was made to the Lender. Such annual statements shall be audited at the Borrower's expense by a certified public accountant reasonably satisfactory to the Lender. The Borrower shall, at its sole expense, also furnish to the Lender such other interim balance sheets and profit and loss statements as the Lender may reasonably request. Upon the Lender's request, .the Borrower shall furnish the'Lender with convenient facilities and all books and records necessary for an audit of such statements at a location convenient for the Lender and the Bor­ r o w e r .

8.6 The Borrower will keep the Collateral insured with risk coverages, amounts, and insurers, satisfactory to the Lender, and will cause the Lender to be named o o 'O

a s the first loss payee (with loss payable directly to the Lender) under all such policies, and will pro­ vide the Lender with proof of such coverage.

8.7 The Borrower will promptly pay when due all taxes imposed upon the Collateral or upon the Borrower; provided that the Borrower need not pa'y any such tax so long as the validity thereof is being contested in good faith and in -a diligent fashion and provision for the payment thereof is made in form and manner satisfactory to the Lender.

8.8 The Borrower will notify the Lender in writing in the event of the institution of any action, suit, pro­ ceeding or investigation such as described in Section 7.9 hereof.

8.9 The Borrower will comply with all provisions contained in the Stipulation For Use Of Cash Collateral entered into in connection with the Case, as it may be revised from time to time' with the con­ sent of all parties to such Stipulation, and compli­ ance with such Stipulation shall be in lieu of com­ pliance with the covenants contained in Sections 8.11, and Subsections 8.12.3, 8.12.*4 and 8.12.10 of this Agreement; provided, however, in the event said Stipulation shall be canceled or shall for any reason whatsoever be no longer applicable or in force or effect (including, by reason of the action of the parties, an Order of any court of competent jurisdiction, the termination of the proceedings in the Case, or the conversion thereof from a proceeding under Chapter 11 of the Bankruptcy Code), then the Borrower shall immediately comply with the covenants contained in said Sections 8.11, and Subsections 8.12.3, 8.12.4 and 8.12.10 of this Agreement.

8.10 The Borrower shall continuously maintain Net Smelter Value of ore reserves (as certified by the Borrower and verified periodically by the Lender) such that:

8.10.1 The Margin on said Reserves in broken, proven and probable categories will equal at least 250% of the amount owing at any given time under the Loan and the Original L o a n .

8.10.2 The Margin on said Reserves in broken, proven and probable categories will, together with trade receivables and inven­ tory, equal at least 300% of the amount owing at any given time under the Loan and the Original Loan. For the purposes of this Section 8.10 "trade receivables and inventory" will refer to such items owned by the Borrower, and shall not include such items owned by Consolidated Companies (as defined in Subsection 8.11.3), even though they may file consolidated balance sheets or tax returns.

8.10.3 "Net Smelter Value", shall mean the market value of such Reserves net of smelter, refining, and transportation costs deducted by Smelter. a

8 . 1 0 .4 "Margin" on said Reserves shall mean the Net Smelter Value calculated using metal prices current at the time of calculation, less all associated estimated cash opera­ tional costs including mining, milling, royalties, other transportation costs and all overhead costs, but not including development or interest costs or non-cash costs such as depreciation, depletion, or amortization. Cash cost estimates will be based on the actual cash costs of the operating, period subsequent to the last reserve calculation and prior to the date of the reserve calculation used to satisfy this covenant.

8.10.5 Reserves will be calculated as of each December 31st and in addition will be cal­ culated as of each June 30th if the amount owing under the Loan and the Original Loan is greater than $4,500,000. Reserves shall .only include ores with an aggregate Net Smelter Value equal to or greater than the aggregate of current production costs and current royalty burdens attributable t h e r e t o .

8.10.5 "Broken Reserves" shall mean ore broken and remaining in stopes or contained in stock­ p i l e s .

8.10.7 "Proven Reserves" shall mean ore for which tonnage is. computed from dimensions revealed in outcrops, trenches, workings and drill holes and for which the grade is computed from the results of detailed sampling. The sites for inspection, sampling and measurement are so closely spaced and the geologic character is well- defined, that the size, shape and mineral content are well-established. The computed tonnage and grade are judged to be accurate within the stated limits, and no such limit is judged to differ from the computed ton­ nage or grade by more than 20%.

8.10.8 "Probable Reserves" shall be ore for which tonnage and grade are computed partly from specific measurements, samples or produc­ tion data and partly from projection for a reasonable distance on geologic evidence. The sites available for inspection, mea­ surement and sampling are too widely or otherwise inappropriately spaced to outline the ore completely or establish its. grade throughout.

8.11 The Borrower (a) will not allow its Total Debt, from all sources, to exceed 50% of the Borrower's share­ holders equity (such ratio shall not include figures from other Consolidated Companies); (b) will not allow its ratio of current assets to current liabili­ ties (such ratio shall include figures from all Con­ solidated Companies) to be less than 1.5; and (c) will not allow Total Debt, from all sources, of all ■ o

C o n s olidated Companies to exceed 150% of Consolidated Shareholders equity.

8.11.1 "Total Debt" shall mean all long-term debt and the current portion thereof, plus all debt from any institution regardless of m a t u r i t y .

8.11.2 "Current liabilities" shall not include current portion of long-term debt.

8.11.3 "Consolidated Companies" shall be a collec­ tive reference to the Borrower and all com­ panies (a) of which the Borrower owns 50% or more of the common stock of any class, (b) which own 50% or more of any class of common stock of the Borrower, or (c) as to which 50% or more of any class of common stock thereof is owned by shareholders who, in the aggregate, own 50% or more of any class of the common stock of the Borrower.

8.11.4 "Consolidated Shareholders" shall mean all of the -shareholders of every class of com­ mon stock of all of the Consolidated Compa­ n i e s .

8.11.5 Except as specifically provided otherwise, all ratio tests contained in this Section 8.11 shall be based on consolidated figures of all Consolidated Companies.

8.12 The Borrower will not, without the prior written con­ sent of the Lender, which consent the Lender may grant or withhold at its discretion:

8.12.1 Declare or pay any dividends in any amount, other than stock dividends.

8.12.2 Make any additional borrowings other than borrowings under the Loan, but excluding borrowings in the normal course of business up.to $100,000 per annum, (For the purpose of this Subsection 8,12.2, "borrowings" shall not include advances or takedowns from purchasers of the Borrower’s product.)

8.12.3 Expend, in any twelve-month period commenc­ ing on December 1, 1983, and each December 1 thereafter during the term of the Loan, more than Five Hundred Thousand Dollars ($500,000) on fixed assets, including rehabilitation of the Silverton m i n e .

8.12.4 Expend, in any twelve-month period commenc­ ing on December 1, 1983, and each December 1 thereafter during the term of the Loan, more than Five Hundred Thousand Dollars ($500,000) in the aggregate on ex­ p l o r a t i o n .

8.12.5 Acquire, or sell, any type of real or per­ sonal property, or rights or interests of any kind whatsoever, in any transaction i n v o lving any put or call right or obliga­ tion, or any similar right or obligation whatsoever, the result of which is, or may■ be, that the Borrower could be required to buy such asset or other property at a price equal to or greater than the price at which the Borrower sold the same, or may be required to sell any such asset or other property at a price equal to or lower,than the price at which the Borrower acquired such asset or property.. The existence of this restriction shall not be deemed to constitute the Lender's consent to any acquisition, sale, or expenditure of funds, otherwise prohibited or restricted by this A g r e e m e n t .

8.12.6 Be, or allow any of its subsidiaries to be, a p a r ÿ y t o , or enter into negotiations designed to lead towards, any merger, acquisition, consolidation or other similar transactions, provided that this section shall not preclude the liquidation of any subsidiary.

8.12.7 Guarantee or, in any way incur direct or contingent liability for the indebtedness of any person or entity, including any Con­ solidated Companies.

8.12.8 Authorize or permit any subsidiary of the Borrower to borrow money, or guarantee loans if the Borrower is to become a party, directly or indirectly, or if the Borrower will become primarily or contingently lia­ ble, with respect to any such borrowing or guarantee, whether by guaranteeing any such borrowing or guarantee, or otherwise.

8.12.9 Make any cash investments or cash advances to any Consolidated Companies, or any other subsidiary, affiliate or third party except in satisfaction of a previously committed guaranty for which the Borrower is legally o b l i g a t e d .

8.12.10 Expend on Direct Mine Development Costs at the Borrower's mine at Silverton, Colorado, more than $500,000.00 in any calendar year. Direct Mine Development Costs for 1982 and the method of calculating the same are as shown on the attached Exhibit 4. Direct Mine Development Costs for subsequent years shall be consistently calculated in the same manner and the Borrower shall .send the Lender a copy of such calculation, certi­ fied to by the Borrower's chief financial officer, no later than April 1 of the suc­ ceeding year. Said expenditure may be in addition to expenditures allowed pursuant to Subsections 8.12.3 and 8.12.4 hereof.

8.13 The Borrower will execute and deliver such other and further instruments and will do such other and fur­ ther acts as in the opinion of the Lender may be n e c e ssary or desirable to carry out the purposes of this Agreement or to perfect the Lender's interest in the Collateral.

8.14 The Borrower shall immediately notify the Lender of any material adverse change in its financial condition or business prospects.

8.15 The Borrower will not change its form, suffer its life or power to expire or become impaired, merge or consolidate with any other entity or make any donations or gifts of capital to any of its share­ holders or to any. other entity.

8.16 The Borrower agrees to perform all of its duties, covenants and obligations under, and make all pay­ ments and take all other action required by, the Loan D o c u m e n t s .

Events of Default/Remedies.

9.1 The occurrence of any of the followings events shall be deemed to constitute an "Event of Default" under this Agreement:

The Borrower's failure to pay in full any payment required under the Note or any of the Loan Documents, within five (5) days after the date such payment is due.

9 . 1 . 2 The Borrower's failure, within fifteen (15) days after written-notice from the Lender, to fully perform any and all covenants and agreements hereunder or in any of the Loan Documents, or the occurrence of a default hereunder or under any of the Loan Docu­ ments not remedied or cured within such t i m e .

9 . 1 . 3 If there shall occur any change, which the Lender deems in its discretion to be mate­ rially adverse, in the bankruptcy status of, or bankruptcy proceedings concerning, the Borrower.

9 . 1 . 4 If all of the Collateral, or a portion of the Collateral which the Lender determines in its sole discretion to be material, is taken in condemnation or like proceedings, or if any such proceedings are pending and not dismissed or stayed on appeal within thirty (30) days after they have been instituted.

If there shall occur and be continuing for a period of thirty (30) days or more a material adverse change in the operations, business, property or assets of, or the condition (financial or otherwise) of the Borrower, or in the event the Borrower dis­ poses of all or substantially all of its a s s e t s .

If the Borrower shall suspend or discon­ tinue or threaten to suspend or d i s c ontinue, its business, or the portion of its business relating to and involving the Collateral.

9.1.7 Cessation of the mining operations or any material part thereof conducted on.or with respect to the Collateral, for" a continuous period of twenty (20) days or more for causes which are, in the opinion of the Lender, within the control of the Borrower.

9.1.8 In the* event any person or entity, including governmental agencies or authori­ ties, obtains an administrative or judicial order or decree enjoining, preventing or prohibiting the Borrower from continuing its mining and related operations^on or’ with respect to the Collateral, or any por­ tion of it, and such decree is not vacated or stayed on appeal within thirty (30) days after the granting thereof.

9.1.9 If any judgment or judgments in the aggre­ gate of One Million Dollars ($1,000,000) or more are obtained against the Borrower except to the extent that within thirty (30) days from the date of such entry such judgment is released or the Borrower has commenced and continues to diligently pro­ ceed with, an appeal of such judgment, and, in the latter case, the Borrower has pro­ vided the Lender with such protection as the Lender might reasonably request with respect to the effects of such judgment.

9.1.10 If the Borrower fails to comply with any provision contained in the Stipulation For Use Of Cash Collateral entered into in con­ nection With the Case, as such Stipulation may be- revised from time to time with the consent of all parties to such Stipulation, so long as such Stipulation is in effect, or in the event the Borrower shall fail to comply with the provisions of any Confirmed Plan of Reorganization which may.be entered in and under the Case.

9.1.11 If the Borrower tenders to the court for approval in the Case a Plan of Reorganiza­ tion, or if the court confirms a Plan of Reorganization in the Case, which impairs the Loan and which the Lender has not approved in writing.

9.2 Upon the occurrence of any Event of Default as defined herein, the Lender shall be entitled to declare all amounts owing under the Note and the Loan to be immediately due and payable in full and to pur­ sue all rights and remedies provided for in the Loan Documents, or by any applicable law, and all such remedies are deemed to be cumulative and may be exer­ cised individually or in combination as appropriate, and the Borrower shall be liable for all of the costs and expenses, including attorneys' fees, incurred by the Lender in the exercise of such rights. The e x e r cise of any one or more rights or remedies shall not be deemed a waiver of any other rights or reme­ d i e s .

9.3 Upon the happening of any Event of Default, which may be cured by payment of money to a third party, the Lender, without waiving any right of acceleration or foreclosure under the Note or the Mortgage which the Lender may have by reason of such default, shall have the right, but not the obligation to make such payment and charge it as a disbursement from the Loan thereby curing the default.

10. Miscellaneous Provisions.

10.1 No Waiver. No waiver of any Event of Default shall be implied from any omission by the Lender to taker action on account of such default, and no express waiver shall affect any default other than the defaults specified in the waiver and shall be opera­ tive only for the time and to the extent therein s t a t e d .

10.2 Notices. All notices required to be' given hereunder shall be delivered personally or by registered or certified mail. All such notices delivered by mail shall be deemed to have been served forty-eight (48) hours after posting. The addresses of the parties for delivery of notices shall be:

10.2.1 _ Borrower:

STANDARD METALS CORPORATION Olympic Tower 645 Fifth Avenue New York, new York 10022

and a copy thereof to:

7355 East Orchard Road S u i t e 1 0 0 Englewood, Colorado 80111

with a copy to:

DAVIS, GRAHAM & S T U B B S Attention: Glen E. Keller, Jr. P. 0. Box 185 Denver, Colorado 80201

10.2.2 Lender:

CANADIAN IMPERIAL BANK OF COMMERCE Suite 5670, 600 Grant Street Pittsburgh, Pennsylvania 15219

and a copy thereof to:

Suite 925, One Denver Place 999 Eighteenth Street Denver, Colrado 80202

with a copy to: HOLL A N D £ H A R T Attention: Bruce T. Buell Post Office Box 8749 ' Denver, Colorado 80201

10.3 Actions. The Lender shall have the right to com­ mence, appear in, or defend any action or proceedings purporting to affect the rights, duties or liabili­ ties of the parties as set forth in the Loan Docu­ ments or the Lender's rights in the Collateral. In such event, the Borrower agrees to pay the Lender on demand all expenses, including attorney's fees, incurred in connection with such action.

10.4 No Assignment. This Agreement and the rights or duties described herein may not be assigned by the Borrower without the Lender's prior written consent, which consent the Lender may grant or withhhold in its sole discretion. Without in any way lessening the effect of the preceding sentence, the duties and obligations provided in this Agreement and in the Loan Documents shall be binding upon and enure to the benefit of the successors and assigns of the parties h e r e t o ,

10.5 Colorado Law. This Agreement and the other Loan Documents have been executed and delivered in the State of Colorado and are to be governed by and con­ strued in accordance with the laws of said state.

10.6 Amendment. No amendment to this Agreement or any of the Loan Documents shall be effective unless in writ­ ing and signed by the party sought to be bound t h e r e b y .

10.7 Severability/Titles. In case any one or more of the provisions of this Agreement or any of the Loan Docu­ ments shall be held, to be invalid, illegal or unen­ forceable in any re’spect by any Court or other entity having the authority to do so, the validity of the remaining provisions shall in no way be affected, prejudiced or disturbed. Titles and headings herein are for reference purposes only and do not constitute a part of this Agreement.

10.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one agreement.

10.9 No Broker. The Borrower represents and warrants that it was not represented in any way by any broker or commission agent in obtaining the Loan and the Bor­ rower agrees to indemnify and hold the Lender harm­ less for any loss, cost, expense, commission or fee incurred, claimed or asserted against the Lender by any broker or commission agent in connection with the L o a n .

10.10 Business Day. The term Business Day shall mean any day on which the Lender's Pittsburgh and Denver offices are open for business.

10.11 Conflict with Mortgage. To the extent that there is a conflict between this Agreement and the Mortgage, this Agreement shall control. A conflict will exist only if, and to the'extent, compliance with the pro­ visions of one of said documents prevents compliance w i t h , or constitutes a default under, the other docu­ m e n t .

IN WITNESS WHEREOF the parties have,caused this Agreement to be executed as of the day set forth above.

BORROWER:

STANDARD METALS CORPORATION, Debtor in Possession

CANADIAN IMPERIAL BANK OF COMMERCE

B y ; ______

T i t l e : / f t * r*. ______

i DEMA ND PROMISSORY NOTE ’

Denver, Colorado

______, 1 9 8 4

FOR VALUE RECEIVED, the undersigned, STANDARD METALS COR­ PORATION promises to pay to the order of CANADIAN IMPERIAL BANK OF COMMERCE, at Suite 5670, 600 Grant Street, Pittsburgh, Pennsylvania 15219 ["CIBC"], on demand, the principal sum of Two Million Five Hundred Thousand Dollars ($2,500,000.00), or so much thereof as shall have been disbursed, together with interest on the balance of principal from time to time remaining unpaid at the rate of 24% per annum, or as otherwise provided in the Loan Agreement of even date, whichever rate is lesser. Interest shall accrue from the date of each disburse­ ment until repayment in immediately available funds. The annual rate of interest shall be converted to a daily rate on the basis of a 360-day year and applied daily. At CIBC's option, amounts drawn down and owing hereunder may be evidenced by one or more separate promissory notes.

This Note is subject to the terms of the Loan Agreement of even date. Reference is made to said Loan Agreement for what constitutes an Event of Default and the remedies available to CIBC.

This Note is executed and delivered in the State of Colorado and is intended to be governed by and construed in accordance with the laws of the State of Colorado. All dollar figures used herein are expressed in U.S. Dollars.

STANDARD METALS CORPORATION, a Delaware corporation

By.

T i t l e EXHI B I T 2

LESSOR'S ESTOPPEL CERTIFICATE

T O : Canadian Imperial Bank of Commerce Suite 5670, 600 Grant Street Pittsburgh, Pennsylvania 1^219

G e n t l e m e n :

The undersigned, Washington Mining Company, is the Lessor of certain mineral interests located in San Juan County, Colorado, pursuant to a* lease between the Lessor and Standard Metals Corporation, the Lessee (the "Lease"). A copy of the original Lease dated February 28, 1959, is attached. Please note that the original Lessor was United States Smelting Refining and Mining Company and the original Lessee was Marcy Shenandoah Corporation. United States Smelting Refining and Mining Company has assigned all of its interest in the Lease to Washington Mining Company, and Standard Metals Corporation has succeeded to Marcy Shenandoah Corporation's interest in the Lease. The Lease has been amended by the following: Agreement Modifying Lease dated October 26, 1959; Agreement Modifying Lease dated June 10, 1969; Agreement of July 1, 1970; and Agreement dated August 1, 1973.

The Lessor has been informed that on about November 30, 1981, Canadian Imperial Bank.of Commerce (the "Bank"), made a loan to the Lessee of approximately $6,000,000.00 (the "First Loan"), and that CIBC is making an additional loan to the Les­ see in the approximate amount of $2,500,000.00 (the "Second Loan"), both said loans to be secured by the Lessee's interest in the Lease, and that the Bank desires assurance that the Lease is in good standing. In making the following representa­ tions, the Lessor understands and agrees that the Bank will rely on this estoppel certificate in advancing funds to the Lessee under the Second Loan.

The Lessor hereby certifies to the Bank as follows;

1. The Lease is in full force and effect and has not been modified, amended, or supplemented, except as described a b o v e ;

2. The Lessee is not presently in default under ,the Lease and, to the Lessor's knowledge, no event has occurred which, with the giving of notice or the passage of applicable cure period, or both, would constitute a default which would give rise to a claim for termination of the Lease by Lessor;

3. The Lessor hereby consents to the Lessee having pledged its interest in the Lease as collateral for the First Loan'and the Second Loan and, upon the Bank's foreclosure of its lien on the Lease (or a transfer in lieu of foreclosure), the Lessor consents to transfer of the Lessee's interest in the Lease to the Bank, the Bank's assignee, and a third-party pur­ chaser at foreclosure; 4. A ny defaults by the Lessee which may have occurred, or have been alleged by the Lessor to have occurred, prior to the date hereof, have been fully cured and the Lessor has waived and does-hereby waive said defaults, except as may be otherwise provided in the Stipulation for Assumption of Lease filed ______in Case No. 84 B 00945G, Bankruptcy Court for the District of Colorado (Standard Metals Corporation, Debtor in Possession); and

5. The Lessor will give the Bank notice, at the address above, of any future default by the Lessee under the Lease and an opportunity to cure such default.

Very truly yours,

WASHINGTON MINING COMPANY

B y ______N a m e :

T i t l e : O v

P u r s uant to Section 7.9_ hereof, the following are the pending action's affecting Standard Metals Corporation or the Collateral:

A. In re Standard Metals Corporation, a Delaware corporation, Debtor, Case No. 84 B00945G, in the United States Bankruptcy Court For the District of Colorado is pending in the U.S. Bankruptcy Court for the District of Colorado in Denver, Colorado.

B. U.S. v. Standard Metals Corporation, Civil Action No.""80-C-489 is an. action bv the Environmental .... Protection Agency relating to the present discharge permits for the American Tunnel, Terry Tunnel and Mayflower Mill. The parties, to this action reached a settlement which called for a payment of $25,000 by Standard which has been paid. An additional amount of $25,000 was suspended provided that Standard complied with a stipulation entered in the Case. The United States in December, 1983 claimed that Standard had breached the stipulation and demanded payment of the $25,000. Standard requested the District Court to find that the stipulation had not been breached. This matter has not yet been heard by the Court. The District Court proceeding was stayed by the filing of the proceeding in the Bankruptcy Court described above*

C. The Colorado Water Quality Control Commission had proposed stream classifications and standards for certain streams into which Standards Metals Corporation has discharge points. If these proposed classifications and standards had been adopted as proposed, they would have negative impact on Standard's operations on the Collateral. Standard .notified the Commission of its objections to the proposed classifications and standards and agreed to fund a stream study in the amount of $15,000 as an attempt to resolve the potential problem. The classifications and standards hearing has been tentatively set for December, 1984 by which time the Commission expects to receive the stream study.

D. In the latter part of 1983, the Environmental Protection Agency issued a notice of water quality violation regarding a sludge handling operation.at the Standard Metals Silverton Mine. The notice was sent to Standard Metals and the Colorado Department of Health. The Department of Health and the EPA have not commenced a n y proceedings for a fine or penalty from this alleged violation. Standard Metals submitted a remedial plan with regard to the alleged non-complying activity.

E . Conservancy Oil Company of Durango, Inc. v. Standard Metals Corporation/ District Court, County of San Juan, State of Colorado, is a case in which service upon Standard of a Summons and Complaint was made on March 5, 1984 claiming sums due to the Plaintiff on open account for oil products in the amount of $7,253.62 plus interest at 1 and 1/2% per month, attorneys' fees and costs. This case was stayed by the filing of the proceeding in the Bankruptcy Court described above.

P. Jackie Angel and Charles Ross v. Standard Metals Corp. et al., District Court, County of San Juan, State of Colorado, is a case in which the Plaintiffs allege that Standard Metals wrongfully participated in an effort to identify and apprehend individuals involved in the theft of high grade gold ore from Standard Metals. The .suit specifically alleges that they were damaged individually resulting from loss of employment, damage to character, etc. As to Standard Metals, this case was stayed by the filing of the proceeding in the Bankruptcy Court described a b o v e . E x h ib it 4 nip

C osts : Development costs -

1982 Direct costs * oce 7 0 7 1982 Indirect costs ? 806 2 7 3 Total additions "1 Unamortized balance 1/1/82 2!862,’o47 Exploration costa 12/31/82 a 6 7 2 Costa to be amortized ------$4,532,719

R eserves : Developed broken, proven and

1 /1 /8 3

Riv«tv=, u O f 1/1/82 (adjusted) - 1 1,254,54s

Cost per ton of reserves Tons m illed - 1982 $ 3 .6 1 1982 Am ortisation 2 2 4 ,0 67 Ratio of 1982 Direct costs to 1982 $ "u u m w iQ fl? C al a ^ i c i ? n 3 (855,727 f 1,662,000). 1982 amortization allocated to direct costs 51.49% 416.493

C* Ìiyo^ M 9 aSfonDirect ° fcosts Direcc Mlne Development Costs: ¿982 Allocated am ortization $ 8 5 5 ,7 27 1982 D irect Mine Development Costs 4 1 6 ,4 9 3 ) a T j y , 2 3 4 m or tg ag e; SECURITY AGREEMENT AND FINANCING STATEMENT

FROM

STANDARD METALS CORPORATION

TO

CANADIAN IMPERIAL BANK OF COMMERCE

Date of Execution: fto/VA p r i' /s 3jO o , 1984

"THIS INSTRUMENT CONTAINS AFTER ACQUIRED PROPERTY PROVISIONS.”

THIS FINANCING STATEMENT IS TO BE FILED FOR RECORD, AMONG OTHER' PLACES, IN THE REAL ESTATE RECORDS. Q

MORT GAGE, SECURITY AGREEMENT AND FINANCING STATEMENT.

THIS MORTGAGE, SECURITY AGREEMENT AND FINANCING STATEMENT, dated Ad/v7 3 0 , 1934, is from STANDARD METALS COR­ PORATION, debtor lit possession, a Delaware corporation, Case No. 84 B 00945G, 645 Fifth Avenue, New York, New York 10022 (the "Mortgagor"), to CANADIAN IMPERIAL BANK OF COMMERCE, Suite 5670, 600 Grant Street, Pittsburgh, Pennsylvania 15219 (the " B a n k ”).

1 . The Mortgagor and the Bank have entered into a Loan Agreement, of even date herewith (the "Loan Agreement'1). Pursuant to the Loan Agreement, the Bank has agreed to lend to the Mortgagor amounts not to exceed $2,500,000 (the "Loan"). The Mortgagor, to evidence its indebtedness to the Bank under the Loan Agreement, has executed and delivered to the Bank its demand promissory note (the "Promissory Note"), of even date herewith, in the principal sum of $2,500,000. The Promissory Note is payable to the order of the Bank, bears interest at the rate provided therein, and contains provisions for payment of attorneys' fees and for acceleration of maturity in the event of default by reference to the Loan Agreement*

2* For all purposes of this instrument, unless the context otherwise requires:

A. "Production Sale Contracts" means con­ tracts, now in effect, or subsequently entered into by the Mortgagor, or the Mortgagor’s predecessors in interest, for the sale, purchase, exchange or pro­ cessing of metals and minerals produced from the lands described in the attached Exhibit Ay

B. "Mills" means the properties, facilities and equipment constituting the mill presently known as the Shenandoah Dives Mill. (and. also known as the ■Mayflower Mill) near Silverton, Colorado. "Mills" also includes all future facilities or related groups of facilities constructed and equipped for the milling of metals and minerals, and. any other similar properties, located on or utilized in. connection with, the properties described in Exhibit A >

C. "Mines" means all mines located on the properties described in Exhibit A .

D. "Operating Equipment" means the equipment specifically described in the attached Exhibit B , and all other surface or subsurface machinery and equip­ ment of any kind, located during the course of the Loan on any of the lands described in Exhibit A , that is useful for the production, mining, milling, treat­ ment, storage or transportation of metals and min­ erals. "Operating Equipment" includes, but is not limited to, hoisting shafts; air shafts; engines; boilers; dynamos, generators, and other electrical apparatus; machinery and tipples; storehouses and other buildings owned or used by the Mortgagor in connection with any of the lands described in Exhibit. A; and all tools, supplies, equipment and personal property now owned or later acquired by the Mortga­ gor, for use in connection with the lands described, in Exhibit A. (a) all interests of any type in the real property described in Exhibit A ;

(b) all metals and minerals produced or to be produced from the real property described - in Exhibit A;

(c) the Mines;

(d) the Mi11s;

(e) the Production Sales Contracts;

(f) all interests of any type that the Mortgagor now has or later acquires in any leases of real or personal property located in San Juan County and Ouray County, Colorado, as well as the proceeds of any such leases;

(g) all permits, licenses, contracts, agreements and warranties relating to any of the Mines, the Mills, or the real property described in Exhibit A .

(h) the Mortgagor's inventories of raw materials, work in progress, supplies, spare parts and finished goods and products, wherever located and whenever acquired;

(i) the "Operating Equipment”; and

(j) all other interests: in property,, of any nature, related to the interests described in sub-sections (c) through (i) above, and including any condemnation- or insurance, awards or proceeds. ~

Notwithstanding the generality of the above description, the Subject Property is subject to (a) all restrictions and limitations, of any type, in the specific descriptions in. the attached Exhibits, (b) the assignment of production to the. Bank; provided for in. Paragraph 3, and (c) the condition, that the Bank is not liable for the performance of any of the Mort­ gagor1 s obligations.

E. "Notes" and "Indebtedness” are defined in Section 1.2. The Mortgagor, to secure payment of the Indebtedness, including the Notes, and performance of the Covenants set forth below and in the Loan Agreement, mortgages to the Bank all. the' Mortgagor's interest in all of the Subject Property. In addi­ tion, to the extent that the Subject Property consists of per­ sonal property or fixtures (as defined in the applicable provi­ sions of the Uniform Commercial Code, § 4-1-101, et seq., C.R.S. 1973), the Mortgagor grants to the Bank a security .interest in the Subject Property. By order dated April 27, 1984, of the United States Bankruptcy Court for the District of, Colorado in Bankruptcy Case No. 84 B 00945G this Mortgage creates in the Bank a first lien on the Subject Property, not­ withstanding its relative date of recording. o

COVE NANTS AND CONDITIONS

1. Indebtedness Secured

1.1 Indebtedness Secured. The following items of indebtedness are secured by this mortgage: (

(a) The Promissory Note, and all obligations and liabilities of the Mortgagor under the Loan Agreement;

(b) Any promissory notes evidencing additional loans which, the Bank may from time to time make to the Mortga­ gor, the Bank not- being obligated, however, to make such additional loans;

(c) Any sums advanced or expenses or costs incurred • by the Bank (or any receiver appointed hereunder) which are made or incurred pursuant to, or permitted by, the terms hereof, plus interest thereon at the rate herein specified or otherwise agreed upon, from the date of the advances or the incurring of such expenses or costs until reimbursed;

(d) All amounts payable by the; Mortgagor under the Loan Agreement: as a Commitment Fee or otherwise;

(e) Any and all other indebtedness of the Mortgagor to the Bank- now or hereafter owing, whether direct or indirect, primary or secondary, fixed or contingent, joint or several, regardless of how evidenced or arising; and

(f) Any extensions or renewals of all such indebted­ ness described in subparagraphs (a) through (e) above’ whether or not the Mortgagor executes, any extension agree­ ment or renewal instruments.

1.2 Indebtedness and Notes Defined, All the above* items of indebtedness are hereinafter collectively referred to as the "Indebtedness." Any promissory notes evidencing1 any part of the Indebtedness are hereinafter referred to collectively as the "Notes."

2. Particular Covenants- and Warranties of the Mortgagor

2.1 Payment of the Indebtedness. The Mortgagor will duly and punctually pay the Indebtedness, including each and every obligation owing on account of the Notes or the Loan Agreement.

2.2 Warranties. The Mortgagor warrants that (a) the Mortgagor has good and marketable title to each property, right or interest constituting the Subject, Property and has the legal right to grant and convey the same to the Bank; (b) the Subject Property is free from all encumbrances or liens whatsoever, except as may be specifically set forth, in exhibits hereto or as permitted by the provisions of Section 2.5(e) hereof and except for the Mortgage, Security Agreement and Financing Statement in favor of the Bank previously recorded (i) in San Juan County, Colorado, December 4, 1981, Reception No. 124406, Book, 222, Pages 587-632, and (ii) in Ouray County, Colorado, December 7, 1981, as Reception No. 131410, Book 168, at Pages 550-572; and-(c) the Mortgagor is not obligated, by virtue of any prepayment under any contract providing for the sale by the Mortgagor of metals or minerals which contains a "take or pay" clause or under any similar arrangement, to deliver metals or minerals at some future time without then or thereafter

f r \ v.j

r eceiving full payment therefor. The Mortgagor will warrant and forever defend the Subject Property unto the Bank, against every person whomsoever lawfully claiming the same or any part, thereof, and the Mortgagor will maintain and preserve the lien hereby created so Ion? as any of the Indebtednness remains u n p a i d .

2.3 Further Assurances. The Mortgagor will execute and deliver such other and further instruments and will do such other and further acts as in the opinion of the Bank may be necessary or desirable to carry out more effectually the pur­ poses of this- instrument, including, without limiting the gen­ erality of the foregoing, prompt correction of any defect which may hereafter be discovered in the title to the Subject Prop­ erty or in the execution and acknowledgment of this Mortgage, any Note, or any other document used in connection herewith-

Taxes. Subject to the Mortgagor's right to contest the same, the Mortgagor will promptly pay all taxes, assess­ ments and governmental charges legally imposed upon this Mort­ gage or upon the Subject Property or upon the interest of the Bank therein, or upon the income and profits thereof .

2.5 Operation of Subject Property. So long as the Indebtedness or any part thereof, remains unpaid, and whether or not the Mortgagor is the operator of the Subject Property, the Mortgagor shall, at the Mortgagor's own expense:

(a) Do all things necessary-to keep unimpaired the Mortgagor's rights in the Subject Property and not abandon the Mines or the Mills or forfeit, surrender or release any rights in the Subject Property or enter into any operating agreement without the prior written consent of t h e B a n k ;

(b) Regularly operate the Mills and the Mines in a good and workmanlike manner as would a prudent operator, and in accordance with generaly accepted practices, appli­ cable operating agreements, and all applicable federal, state and local laws, rules and regulations, and do all things necessary to rehabilitate the Mines, the Mills and all facilities related to any and all thereof;

(c) Pay, or cause to be paid, promptly as and when due and payable, all rentals and royalties payable in respect of the Subject Property, and all expenses incurred in or*arising from the operation or development of the Subject Property;

(d) Cause the Mines, the Mills and the Operating Equipment to be kept in good and effective operating condition, and all repairs, renewals, replacements, addi­ tions and improvements therof or thereto, needful to the production or processing of metals or minerals from the Subject Property; to be promptly made;

(e) Cause the Subject Property to be kept free and clear of liens, charges and encumbrances of every charac­ ter, other than (1) the lien hereof, (2) taxes consti­ tuting a lien but not due and payable, (3) defects or irregularities in title, and liens, charges or encum­ brances, which are not such as to interfere materially with the development, operation or value of the Subject Property and not such as to affect materially title thereto, (4) those set forth or referred to in exhibits h e r e to, (5) those being contested by, the Mortgagor in good faith in such manner as not to jeopardize the Bank's rights in and to the Subject Property, and (6) those con­ sented to in writing by the Bank? and

(f) Carry in standard insurance companies and in amounts satisfactory to the Bank the following insurance: (a) workmen's compensation insurance and public liability and property damage insurance in respect of all activities in which the Mortgagor might incur personal liability for the death or injury of an employee or third person, or damage to or destruction of another's property; and (b) to the extent such insurance is carried by others engaged in similar undertakings in the same general areas in which the Subject Property is located, insurance in respect of the Mines, the Mills and the Operating Equipment., against, loss or damage by fire, lightnings hail, tornado, explosion and other-similar risks.

2.6 Recording, Etc. The Mortgagor will promptly and at its expense, record, register, deposit and file this and every other instrument in addition or supplemental hereto in such offices and places and at such times and as often as may be necessary to preserve, protect and renew the lien hereof as a first, lien on real or personal property as the case may be and the rights and remedies of the Bank, and otherwise will do and perform all matters or things necessary or expedient to be done or observed by reason of any law or regulation of any State or of the United States or of any other competent authority, for the purpose o£ effectively creating, maintaining and preserving the lien hereof on. the Subject Property.

2.7 Sale or Mortgage of Subject Property. The Mortgagor will not. sell, convey, mortgage, pledge, or otherwise dispose of or encumber the Subject Property nor any portion- thereof, nor any of the Mortgagor's right, title or interest therein without first securing the written consent of the Bank.

2.8 Amendments. The Mortgagor will not enter into any amendments or supplements to any of the leases of real property subject to the lien of this Mortgage without the prior express written consent of the Bank.

3 - Assignment of Production

3.1 Assignment. As further security for the payment of the Indebtedness, the Mortgagor hereby transfers, assigns, war* rants and conveys to the Bank, effective as of the Date of Exe­ cution hereof, at 8 o'clock a.m., MST, all right, title and 1 interest of the Mortgagor in and to the metals and minerals, which are thereafter produced and which accrue to the Subject Property, and all proceeds therefrom. All parties producing, purchasing or receiving any such metals or minerals, or having such, or proceeds therefrom, in their possession for which they or others- are accountable to the Bank by virtue of the provi­ sions of this Paragraph 3, are authorized and directed to treat and regard the Bank as the assignee and transferee of the Mort­ gagor, and entitled in the Mortgagor's place and stead to receive such metals and minerals and all proceeds therefrom; and said parties and each of them shall be fully protected in so treating and regarding the Bank, and shall be under no obli~ gation to see to the application by the Bank of any such pro­ ceeds or payments received by it. U

3 . 2 Authority to Collect. Until the happening of an event of default hereunder, the Mortgagor will, at its own expense, endeavor to collect, as and when due all amounts due with respect to the sale of metals and minerals produced from the Subject Property, including the taking of such action with respect to such collection as the Bank may reasonably request or, in the absence of such request, as the Mortgagor may deem advisable. The Bank may, however, at any time and from time to time, notify the purchasers of metals and minerals produced from the Subject Property to make direct payment to the Bank of any amounts due or to become due to the Mortgagor as proceeds of such sales.

3.3 No Liability of the Bank in Collecting. The Bank is hereby absolved from all liability for failure to enforce collection of any proceeds so assigned and from all other responsibility in connection therewith, except the responsibil­ ity to account to the Mortgagor for funds actually received.

3 .-4- Assignment not a Restriction on the Bank* s Rights. Nothing herein contained shall detract from or limit, the absolute obligation of the Mortgagor to make payment of the In­ debtedness regardless of whether the'proceeds assigned by this Paragraph 3 are sufficient- to pay the same, and the rights under this Paragraph 3 shall be in addition to all other secu- rity now or hereafter existing to secure the payment of the Indebtedness.

3.5 Status of Assignments Notwithstanding the other pro­ visions of this Paragraph 3, the Bank or any receiver appointed in judicial proceedings for the enforcement of this Mortgage shall have the right to receive all of the metals and minerals herein assigned and the proceeds therefrom after any Note or other item of Indebtedness has, been declared due and payable in accordance with the; provision» of Section 4.1 hereof and to apply all of said proceeds as follows:

First: To the payment and satisfaction of all costs and expenses incurred in connection with the collection of such proceeds, and the payment and reimbursement: of all items of Indebtedness not. evidenced by any Note.

Second: To the payment and satisfaction of the accrued interest on the Notes and other items of Indebted­ n e s s « Third; To the amounts of principal then due and owing on the Notes and other items of Indebtedness.

Fourth: The balance, if any, shall either be applied on the then unmatured principal amounts of the Notes, and- other items of Indebtedness, in such order of application as the Bank may select, or, at the option of the Bank, released to the Mortgagor.

Upon any sale of the Subject Property or any part thereof pur­ suant to Paragraph 5 hereof, the metals and minerals thereafter- produced from the property so sold, and the proceeds therefrom, shall be included in such sale and shall pass to the purchaser . free and clear of the assignment contained in this Paragraph 3.

Indemnity. The Mortgagor agrees to indemnify the Bank against all claims, actions, liabilities, judgments, costs, attorneys1 fees or other charges of whatsoever kind or nature (all hereinafter in this Section 3*6 called ”claims") m a d e against or incurred by it as a consequence of the asser­ tion* either before or after the payment in full of the Indebtedness, that it received metals and minerals herein assigned or the proceeds thereof claimed by third persons, and the Bank shall have the right to defend against.any such claims, employing attorneys therefor, and unless furnished with reasonable indemnity, it shall have the right to pay or com­ promise and adjust all such claims. The Mortgagor will indem­ nify andpay to the Bank any and all such amounts as may. be paid in respect thereof or as may be successfully adjudged against the Bank. The obligations of the Mortgagor as herin- above set forth in this Section 3.6 shall survive the release of this Mortgage.

4. E v e n t s o f D e f a u l t

4.1 Events of Default. In case any one or more of the following "events of default” shall occur and shall not have been remedied: - ,'***•' (a) default for five days- in- the payment of princi­ pal of or interest on any Note,, or in the payment of any other Indebtedness secured hereby, when due;

(b) the occurrence of an Event of Default under the Loan Agreement or any document executed as security for or in connection with the Note;

(c) the occurrence of an Event of Default under the Loan Agreement dated November 30, 1981, between the Mort­ gagor and the Bank, the promissory note or notes executed in connection with such Loan Agreement, and the mortgage or any other document executed as security for or in con­ nection with such promissory notes;

(d) the title of the Mortgagor to the Subject Prop­ erty or any substantial part thereof shall become the sub­ ject matter of litigation which would or might, in the Bank's opinion, upon final determination result in sub­ stantial impairment or loss of the security provided, by this Mortgage and upon notice by the Bank to the Mortgagor such litigation is not dismissed within thirty (30) days of such notice;

then, and in any such event the Bank, at its option, may declare the entire unpaid principal of and the interest accrued on the Notes and all other Indebtedness secured hereby to be forthwith due and payable, without any notice or demand of any kind, both of which are hereby expressly waived.

5. Enforcement of the Security

5.1 Judicial Proceedings. Upon occurrence of an event of. default and if such event shall be continuing, the Bank may proceed by a suit or suits in equity or at law, whether for a foreclosure hereunder, or for the sale of the Subject Property, or for the specific performance of any covenants or agreement herein contained or in aid of the execution of any power herein granted, or for the appointment of a receiver pending any fore­ closure hereunder or the sale of the Subject Property, or for the enforcement of any other appropriate legal or equitable r e m e d y . 5 . 2 Certain Aspects of a Sale. The Bank shall have the right to become the purchaser at any sale held by any court, receiver or public officer, and in such event the Bank shall have the right to credit upon the amount of the bid made there­ for, any amount owing to it by the Mortgagor on .account of any of the Indebtedness or otherwise under this Mortgage. Recitals contained in any conveyance made to any purchaser at any sale made hereunder shall conclusively establish the truth and accu­ racy of the matters therein stated, including, without limiting the generality of the foregoing, nonpayment of the unpaid prin­ cipal sum of, and the interest accrued on, the Notes after the same have become due and payable, and* advertisement and conduct of such sale in the manner provided by law.

5.3 Receipt to Purchaser. Upon any sale, the receipt of the officer making sale under judicial proceedings, shall be sufficient discharge to the purchaser or purchasers at any sale for his or their purchase money, and such puchaser or pur­ chasers, his or their assigns or personal representatives, shall not, after paying such purchase money and receiving such receipt of such officer therefor, be obliged to see to the application of such purchase money, or be in anywise answerable for any loss, misapplication or nonapplication thereof.

5*4 Effect of Sale. Any sale or sales of the Subject Property shall operate to divest all right, title, interest, claim and demand whatsoever either at law or in- equity, of the Mortgagor of, in and to the premises and the property sold, and shall be a perpetual bar, both at law and in equity, against the Mortgagor, the Mortgagor's successors or assigns, and against any and all persons claiming, or who thereafter claim all or* any of the property sold from, through or under the Mortgagor, or the Mortgagor's successors or assigns; neverthe­ less, the Mortgagor, if requested by the Bank so to do, shall join in the execution and delivery of all proper conveyances, assignments and transfers of the properties so sold.

5.5 Application of Proceeds. The proceeds of any sale of the Subject Property or any part thereof shall be applied as f o l l o w s :

Firstt To the payment of all expenses incurred by the Bank including, without limiting the generality of the foregoing, expenses of any entry or taking of possession, of any sale, of advertisement thereof,, and of conveyances, and as well, court costs, compensation of agents and employees and legal fees;

Second; To the payment of the Notes and of the other items of Indebtedness with interest to the date of such payment at the rate set forth in any writing evidencing ■ the same, or, if no such note is specified, at the rate applicable to the balances owing under the Note;

Third; Any surplus thereafter remaining shall be paid to the Mortgagor or the Mortgagor's successors or assigns, as their interests shall appear.

5.6 Mortgagor's Waiver of Appraisement, Marshalling, etc. Rights. The Mortgagor agrees, to the full extent that the Mortgagor may lawfully so agree, that the Mortgagor will not at any time insist upon or plead or in any manner whatever claim the benefit of any appraisement, valuation, stay, extension or redemption law now or hereafter in force, in order to prevent or hinder the enforcement or foreclosure of this instrument or t h e absolute sale of the Subject Property or the possession therof by any purchaser; but the Mortgagor, for the Mortgagor and all who may claim through or under the Mortgagor, so far as the Mortgagor or those claiming through or under the Mortgagor now or hereafter lawfully may, hereby waives the benefit of all such laws* The Mortgagor, for the Mortgagor and all who may claim through or under the Mortgagor, waives, to the extent that the Mortgagor may lawfully do so, any and all right to have the Subject Property marshalled upon any foreclosure of the lien hereof, or sold in inverse order of alienation, and agrees that any court having jurisdiction to foreclose such lien may sell the Subject Property as an entirety. If any law in this Section 5.6 referred to and now in force, of which the Mortgagor or the Mortgagor's successor or successors might take advantage despite the provisions hereof, shall hereafter be repealed or cease to be in force, such law shall not thereafter be deemed to constitute any part of the contract herein contained or to preclude the operation or application of the provisions of this Section 5.6,

5.7 Costs and Expenses. All costs and expenses (including attorney s' fees) incurred by the: Bank- in protecting and enforcing its rights hereunder, shall constitute a demand obligation owing by the Mortgagor to the Bank, shall draw interest at the rate applicable to the balances: owing under the Mote, and shall constitute a portion of the Indebtedness secured hereby,

5.8 Operation of Property by the Bank. Upon the occur­ rence of an event of default and in addition to all other rights herein conferred on the Bank, the Bank (or any person, firm or corporation, designated by the Bank) shall have the right and power, but shall not be obligated, to enter-upon, and take possession of any of the Subject Property, and to exclude the Mortgagor, and the Mortgagor's agents or servants, wholly therefrom, and to hold, use, administer, manage and operate the same to the extent that the Mortgagor shall be at the time entitled and in his- place and stead.. The Bank, or any person, firm or corporation designated by it, shall have the right to collect, receive and receipt for the Mortgagor* s share of all metals and minerals produced and sold from said properties, to make repairs, purchase machinery and equipment, conduct work- over operations, and to exercise every power, right and privi­ lege of the Mortgagor with, respect to the Subject Property. When and if the expenses of such operation and development (including costs of unsuccessful work-over operations) haver been paid and the Indebtedness paid, said properties -shall, if there has been no sale or foreclosure, be returned to the M o r t g a g o r .

6. Miscellaneous

6.1 Advances by the Bank. Each and every covenant herein contained shall be performed and kept by the Mortgagor solely at the Mortgagor's expense. If the Mortgagor shall fail to perform or keep any of the covenants of whatsoever kind or nature contained in this Mortgage, the Bank, or any receiver appointed hereunder, may, but shall not be obligated to, make advances to perform the same in the Mortgagor's behalf, and the Mortgagor hereby agrees to repay such sums upon demand plus, interest at the rate applicable to the balances owing under the Note, and the same shall constitute a portion of the Indebted­ ness secured hereby. No such advance shall be deemed to relieve the Mortgagor from any default hereunder. 6 . 2 Defense of Claims, The Mortgagor will notify the Bank, in writing, promptly of the commencement of any legal proceedings affecting .the lien hereof or the Subject Property, or any part thereof, and will take such action, employing attorneys agreeable to the Bank, as may be necessary to pre­ serve the Mortgagor's, and the Bank's rights affected thereby; and should the Mortgagor fail or refuse to take any such action, the Bank may, upon giving prior written notice therof to the Mortgagor, take such action in behalf and in the name of the Mortgagor and at the Mortgagor's expense. Moreover, the Bank may take such independent action in connection therewith as it may in its discretion deem proper, the Mortgagor hereby agreeing that all sums advanced or all expenses incurred in such actions plus interest at the rate applicable to the balances owing under the Note, will, on demand, be reimbursed to the Bank, or to any receiver appointed hereunder, and will constitute a portion of the Indebtedness secured hereby.

6.3 Property to Revert. If the Indebtedness shall be fully paid and the covenants herein contained shall be well and truly performed, then all of the Subject Property shall revert to the Mortgagor and the entire estate, right, title and inter­ est of the Bank shall thereupon cease; and the Bank in such case shall, upon, the request of the Mortgagor and at Mortga­ gor's cost and expense, deliver to the Mortgagor, proper instruments acknowledging satisfaction of this Mortgage.

6.4- Renewals, Amendments and Other Security.. Renewals and extensions of the Indebtedness may be given at any time and amendments may be made to agreements relating to any part of such Indebtedness or the Subject Property and the Bank may take or may now hold other security for the Indebtedness without notice to or consent of. the Mortgagor. The Bank may resort first to such other security or any part thereof or first ta the security herein given or any part thereof, or from time to time to either or both, even’ to the partial or complete abandonment of either security, and such action shall not be: a waiver of any rights conferred by this Mortgage, which shall continue as a lien upon the Subject Property not expressly released until the Note and all other Indebtedness secured hereby are fully paid.

6.5 Mortgage an Assignment, Etc. This Mortgage shall be deemed to be and may be enforced from time to time as an assignment, chattel mortgage, contract,, financing statement, real estate mortgage, or security agreement, and from time to time as any one or more thereof.

6.6 Limitation on Interest. No provision of this Mort­ gage or of the Note shall require the payment or permit the collection of interest in excess of the maximum permitted by law or which is otherwise contrary to law. If: any excess of interest in such respect is herein or in the Note provided for, or shall be adjudicated to be so provided for herein or in the Note, the Mortgagor shall not be obligated to pay such excess.

6.7 Unenforceable or Inapplicable Provisions. If any provision hereof or of the Note is invalid or unenforceable, the other provisions hereof or of the Note shall remain in full force and effect, and the remairiing provisions hereof shall be liberally construed in favor of the Bank in order to effectuate the provisions hereof, and the invalidity of any provision, hereof in any jurisdiction shall not affect the validity or enforceability of any such provision in any other jurisdiction. Any reference herein contained to a statute or law of a state in which no part of the Subject Property is situated shall be deemed inapplicable to, and not used in, the interpretation h e r e o f . 6 . 8 Rights Cumulative. Each and every right, power and remedy herein given to the Bank shall be cumulative and not exclusive; and each and every right, power and remedy whether specifically herein given or otherwise in such order as may be deemed expedient by the Bank and the exercise, or the beginning of the exercise, of any such right, power or remedy shall not be deemed a waiver of the right to exercise, at the same time or thereafter, any other right, power or remedy. No delay or omission by the Bank in the exercise of any right, power, or remedy shall impair any such right, power or remedy or operate as a waiver thereof or of any other right, power or remedy then and thereafter existing.

6.9 Waiver by Bank» Any and all covenants in this Mort­ gage may from time to time by instrument in writing signed by the Bank be waived to such extent and in such manner as the Bank may desire, but no such waiver shall ever affect or impair the Bank's rights or liens hereunder, except to the extent spe­ cifically stated in such written instrument.

6.10 Successors and Assigns. This Mortgage is binding upon the Mortgagor, the Mortgagor's successors and assigns, and shall inure to the benefit of the Bank^ its successors and assigns, and the provisions hereof shall likewise be covenants running with the land.

6.11 Paragraph and Section Headings. The paragraph and section headings in this instrument are inserted for conve­ nience and shall not be considered a part of this Mortgage or used in Its interpretation.

6.12 Counterparts. This .Mortgage may be executed in any number of counterparts, each of which shall for all puroses be deemed to be an original, and all of which are identical except that, to facilitate recordation, in any particular counterpart portions of Exhibit A hereto which describe properties situated in the counties other than the county in which such, counterpart is to be recorded may have been omitted*

6.13 Special Filing' as Financing Statement. This Mortgage shall likewise be a Security Agreement and a Financing State­ ment and the Mortgagor hereby grants to the Bank, its succes­ sors and assigns, a security interest in all personal property, fixtures, accounts, contract rights and general intangibles ’ described or referred to in the definition of the Subject Prop­ erty and all proceeds from the sale, lease or other disposition of the Subject Property or any part thereof. This Mortgage shall be filed for record, among other places, in the real estate records of each county in which the leases described in Exhibit A hereto, or any part thereof, are situated, and, when filed in such counties shall be effective as a financing state­ ment covering fixtures located on the properties described in Exhibit A (and Accounts arising therefrom).

6-14 Notices. Any notice, request, demand or other instrument which may be required or permitted to be given or served upon the Mortgagor shall be sufficiently given when mailed by First Class Mail, addressed to the Mortgagor at the address shown at the beginning of this Mortgage or to such dif­ ferent address as the Mortgagor shall have designated by writ­ ten notice received by the Bank at the addresses shown at the beginning of this Mortgage. I N W ITNESS WHEREOF, the Mortgagor has executed or a w __hv &ffrPomanh and

Asst* Secretary

SECURED PARTY

CANADIAN IMPERIAL BANK

B y

A t t e s t s

Commercial Banking Officer

STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER __) The foregoing instrument was acknowledged before me

this 30th day of April * 1984, by GREGORY B. SPARKS.------, Vice President, Mining ___ of Stan

d a r d M e t a l s Corporation, a Delaware corporation, on behalf of

the corporation.

My Commission Expires Nov. 7,1987 M y commission expires*

A d d r e s s * * Suite 2900 555 17th Street Denver^ CO 80202 STAT E OF COLORADO ______) ) ss. COUNTY OF DENVER ______)

The foregoing instrument was acknowledged before me t*1*8 30th day of April , 1984, by ROBERT M, ABRA

Representative of

Canadian Imperial Bank of Commerce, a bank organized under the laws of Canada, on behalf of the bank.

My commission expires: r.n-isslon Expires Nov.7,1987

Notar wB u b lie

A d d r e s s Suita 2900 • 555 17.th Street Denver, CCt 80202

DISPOSITION

Upon recording^ please return to:

Richard M. Koon, Esq. H o l l a n d & H a r t Post Office Box 8749 Denver, Colorado 80201 I. T he entire leasehold estate in the certain mining lease dated October 17, 1963 and recorded in Book 188 at page 42 of the San Juan County records from Richard H. Brenneraan, et al. to Standard Metals Corporation, covering the entire fee simple estate in and to the following described lode mining claims situated in the Eureka Mining District, San Juan County, Colorado:

S M C ■ US Mineral Taxable Coordinates Survey No. Name L o c a t i o n A c r e a g e N E *

465 Black Heath R o s s B a s i n 1 0 . 3 3 17 19 1 8 8 3 6 B u c k R u n Ross Basin 10.237 18 18 484 E m m a Ross Basin 6.62 18 19 469 M. E. Harrison Ross Basin 6.4 18 19 (East 950 ft) 18836 Kohinoor Ross Basin 9.408 18 19 18836 Monarch R o s s B a s i n 1 0. 33 18 18

♦Moultrie System

subject only to the followings

(a) the royalty payable to the lessors under and the other terms and provisions of said mining lease; and

(b) the terms and- provisions of a mining lease dated February 28, 1959 and recorded in Book 185 at page 225 of the San Juan County, Colorado records, from United States Smelting Refining and Mining Company to Marcy-Shenandoah Corporation* •

II. The entire leasehold estate in that certain mining lease dated October 15, 1960 and recorded in Book 185 at page 391 of the San Juan County, Colorado records from Mahlon D. Thatcher, et al.- to Standard Metals Corpora­ tion, covering the entire fee simple estate in and to the following described mining lode claims situated in the Eureka Mining District, San Juan County, Colorado:

SMC US Mineral Taxable Coordinates Survey No. Name Location Acreage N E * O w n e r

2 0 2 1 Belle Creole Sunnyside ) 16 21 H.T. (Und 1/4) B a s i n ) W h i t e 2021 Belle Creole Sunnyside ) 9 . 2 4 16 21 K*T. (Und 1/4) B a s i n ) F a r r a r 2021 Belle .Creole Sunnyside ) 16 21 E.K. (Und 1/2) B a s i n ) G i l b e r t 2020 Grand Duke Sunnyside ) 17 20 H.T. (Und 1/4) B a s i n ) W h i t e 2020 Grand Duke Sunnyside ) 1 0. 33 17 20 K.T. (Und 1/4) B a s i n ) F a r r a r 2020 Grand Duke S u n n y s i d e ) 17 20 E.K. (Und 1/2) B a s i n ) G i l b e r t 1 7 8 1 2 Oracle Sunnyside ) 6 . 3 4 7 17 20 H.T. (Und 1/4) B a s i n ) W h i t e o

O r a c l e Sunnyside ) K.T. (Und 1/4) B a s i n } F a r r a r 1 7 8 1 2 O r a c l e Sunnyside ) 17 20 E.K. (Und 1/2) B a s i n ) G i l b e r t

♦Moultrie System

subject only to the followings

(a) the royalty payable to the lessors under and the other terms and provisions of said mining leaser and

(b) the terms and provisions of a mining lease dated February 28, 1959 and recorded in Book 185 at page 225 of the San Juan County, Colorado records, from United States Smelting Refining and Mining Company to Marcy-Shenandoah Corporation.

Itr. The entire leasehold estate in that certain mining lease dated February 28, 1959 and recorded in Book 185 at page 225 of the Sgin Juan County, Colorado records from' United States Smelting Refining and Mining Company to Marcy-Shenandoah Corporation covering the entire fee simple estate in and to the following described lode mining claims situated in the Eureka Mining District in San Juan County, State of Colorado:

PATENTED MINING CLAIMS AND MILLSXTES

United States N a m e S u r v e y No.

A l m a 1 7 0 a Anaconda - * 1 8 0 2 0 Bavarian Lode 1 3 9 6 B e a u b r e c 1709 B e n B u t l e r 1291' B l u c h e r 1400 B r i g g s 8 4 0 0 B u t t e C i t y 1 8 0 2 0 C e n t e n n i a l 1 6 6 3 5 C h a r l t o n 1 7 0 6 C l i m a x 1 2 7 2 3 C l i p p e r 1 689 Crown Jewel 2 0 0 0 3 C u r r e n c y 1 2 4 4 A Dakota and San Juan Placer 112 Denver Lode 1403 D e t r o i t 1 6 8 3 1 D o c t o r 2 0 9 3 A Doctor Millsite 2 0 9 3 B Eighty Nine. 1 6 9 9 7 E s m a r a l d a 1 6 1 6 5 E s t e y 1 3 1 8 9 Eureka Lode Millsite 420 Eureka Power Millsite 1 6 9 7 7 B First National 1 2 4 5 A Forks of Eureka Millsite 1 6 7 2 4 B George Washington 2028 Gold Prince 2 0 0 0 3 G r a n d 2573 Grand Prize 1 7 0 1 G r a n d V i e w 1 7 2 0 2 Great Eastern 1 6 9 1 Herman Lode 1397 Hidden Treasure 5010 Hidden Treasure Extension 20 0 0 3 I n d e p e n d e n t 1 74 03 L a k e 2 0 2 7 Last Chance 1 7 9 0 1 Little Mary 2 0 3 8 Lizzie Norris 1 7 0 2 Lulu Carroll 8 3 7 Lyman Strong 2^78 Mastodon Lode 216 Metropolis 1398 Mother Goose 1 7 2 3 4 Moultrie Lode 173 Mountain Sheep 1 7 4 3 2 Muskegon Lode 1 3 9 4 N a p o l e o n 1 7 4 3 1 N a s b y 2508 N e w Y o r k 8 3 9 9 N o N a m e 2 2 7 2 O r e g o n 1 7 2 3 3 P a l o s 1 8 7 3 2 Palos No. 1 1 8 7 3 2 Palos No- 2 1 8 7 3 2 Pride of the Rockies 7 6 2 8 P r o t e c t i o n 2 00 03 P e a r l 5 9 7 5 Q u a i l 2 0 0 0 3 R a r u s L o d e 1 4 0 1 R a y m o n d 1802 0 R e p u b l i c 1 2 7 2 4 R o c h u s I6724A. Roving Ranger Lode 1 5 1 A Roving Ranger Millsite 1 5 1 B R u b y 1802 0 S e n a t o r 1 6 8 0 4 S h o s h o n e 1 7 2 0 1 S i l v e r B o w 18 0 2 0 S o m e r s e t 1 6 9 7 7 A Sunnyside Lode 438. Sunnyside Annex 1666 8 Sunnyside #2 2000 3 Sunnyside Extension 1180 T a g n e r 16804- T e r r y 17 9 8 6 Thunderberg Lode 1395 T i m b e r 1 6 7 2 4 Ä V i p e r 1858 W e d g e 1 8 160 W e l l i n g t o n 1 6 9 9 7 W h i t e S t a r 1 4 368

UNDIVIDED INTEREST IN PATENTED MINING CLAIMS

Cashier Lode (Undivided 9/10 interest) 134 Nantucket (Undivided 5/12 interest) 6954 Pony (Undivided 1/3 interest) 2336 Taggert (Undivided 1/3 interest) 2338 N o t i ce of Location and Amended Notice of Location of Record in the Office of the Clerk and Recorder of San ¿Tuan County, State of Colorado ______'

N a m e B o o k P a q e

Boston Amended (157 547 (142 191 Amended (142 301 Re-amended

B u c k 1 4 7 49 6

D o e 1 4 7 4 9 7

G o a t 1 4 7 498

Harold Amended (124, 3 5 6 (142 188 A m e n d e d (142 296 R e - a m e n d e d

K i d 147 499

K n o b 147 480

Midway No. 7 (157 41 9 (142 93 Amended (142 297 Re-amended

M i d w a y . N o - 8 1 5 7 4 2 0 Midway No. 9 (157 4 2 1 (142 298 A m e n d e d

Midway No. 10 (157 437 (142 299 A m e n d e d

Midway No. 31 (157 448 (142 300

Mastadon Millsite D-3 196

Northern Pacific A m e n d e d (124 129 (142 186 A m e n d e d (142 294 R e - a m e n d e d

Pronto Amended (147 434 (142 184 Amended (142 185 Re-amended

Protected Amended (129 28 • (142 189 .A m e n d e d (142 240 R e - A m e n d e d

S t a n d a r d 147 4 8 1

St. Joe Amended (124 353 (142 187 Amended (142 295 Re-amended B l o c k No. Number Lot Numbers L o t s

1 7-8-9-10-11-12-13-14-15-16-17-18 . 12

2 11-12-14-23-24 5

3 7-8-9 —10-11-12-13-14-15—16—17-18-19-20-21- 22-23-24-25-26. 20

4 7-8-9-10-11-12-13-14-15-16-17-18-19-20-21- 22-23-24-25-26 20

5 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19-20-21-22-23-24-25-26-27-28-29-30-31-32 32

6 1-2—3-4-5-6-7-8-r9—10-11—12—13-14-15-16-17— 18-19-20-21-22-28-29-30-31-32 2 7

7 1-8-9-10-11-13-14-24-31 ' 9

8 17-22-26-27-28-29-31 7 9 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19-21-24-25-26-27-30-31-32 27

10 1-2 -3 -4 -5 -6 -7 -8 -9 -10 -11-12-13 -14 -15— 17— 18 - 19-20-21-22-23-27-28-29-31 25

11 2-3-5-6-7-10-11-12-13-14-15-16-17-18-19-20- 21-22-23-24-25-26-27-28^29-30 26

12 1-2-3-4-5-6-7-8-9—10—11—12-13—14—15—16—17- 1 8 - 1 9 - 2 0 20

13 1-2-3-4-5 -6 6 14 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19-20-21-22-23-24-25-26-27-28-29-30-31-32 32

15 1-2-3-4-5-6-7-15-17-18-19-26-27-28-29-30- 3 1 - 3 2 18

16 1-2-3-4-5-6-7-8-9-10—Ilf—12-13-14-15-16-17- 18-19-20-21-22-23-24—25-26-27-28-29-30-31-32 32

17 1-2-3-4-7-8-11-12-21-22-23-27-29-30-31-32 16

18 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19-20-21-22-23-24-25-26-27-28-29-30-31-32 32

19 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19-20-21-22-23-24-25-26-27-28-29-30-31-32 32

20 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19-20-21-22-23-24-25-26-27-28-29-30-31-32 32

21 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19-20-21-22-23-24-25-26-27-28-29-30-31-32 32

22 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19-20-21-22-23-24-25-26-27-28-29-30-31-32 32

23 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19-20-21-22-23-24-25-26-27-28-29-30-31-32 32 24 5 -6-15-16-21-22-25-27-31 ?

25 2 9 - 3 0 2 26 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19-20-21-22-23-24-25-26-27-28-29-30-31-32 32

27 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19-20-21-22-23-24-25-26-27-28-29-30-31-32 32

28 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19-20-21-22-23-24-25-26-27-28-29-30-31-32 32

29 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19-20-21-22-23-24-25-26-27-28-29-30-31-32 32

30 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19-20-21-22-23-24-25-2 6-27-28-29-3 0-31-3 2. 32

31 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19—20—21—22-23-24—25-26-27-28-29-30-31-32 32

32 19-20-21-22-27-28 6 33 12-13-14 3

34 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19-20-21—22-23-24-25-26-27-28—29-30-31-32 32

3 5 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19-20-21-22-23-24-25-26-27-28-29-30-31-32 32

36 1-2-3-4-5-6-7-8-9-10-11—12-13—14-15-16-.17- 18-19-20-21-22-23-24-25-26-27-28-29-30-31-32 32

37 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19-20-21-22-23-24-25-26-27-28-29-30-31-32 32

38 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19-20-21-22-23-24-25-26-27-28-29-30-31-32 32

39 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19-20-21-22-23-24-25-26-27-28-29-30-31-32 32

40 1-2-3-4-17-18-25-26 8 41 1-2-15-16-17-18-28-29-30 9

42 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19-20-21-22-23-24-25-26-27-28-29-30-31-32 32

43 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19-20-21-22-23-24-25-26-27-28-29-30-31-32 32

44 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19-20-21-22-23-24-25-26-27-28-29-30-31-32 32

45 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19-20-21-22-23 23

46 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19-20-21-22-23-24-25-26-27-28-29-30-31-32 32

47 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- . 18-19-20-21-22-23-24-25-26-27-28-29-30-31-32 32 48 1 -2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19-20-21-22-23-24-25-26-27-28-29-30-31-32 32

49 3-4-15-16-19-20-21-25-26-27-28-29-30 13 50 12-13-14-15-16-22-23-24-25-26-27 11

51 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19-20-21-22-23-24-25-26-27-28-29-30-31-32 32

52 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19-20-21-22—23—24-25-26-27-28-29-30-31-32 . 32

53 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19-20-21-22-23-24-25-26-27-28-29-30-31-32 32

54 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19-20-21-22-23-24-25-26-27-28-29-30-31-32 32

55 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-20-21- 22-23-24-25-26-27-28-29-30-31-32 28

56 1-2-3-4-5-6-7-8-9-10-11-12-13-14-15-16-17- 18-19-20-21-22-23-24-25-26-27-28-29-30-31-32 32

57 1—2-3-4-5-6-7-8-9-10—11-12-13-14-15—16—17- 18-19-20-21-22-23-24-25-26-27-28-29-30-31-32 32

58 1-2-3-4—5-6-7-8-9-10-11-22—23—24-25-26—27- 28-29-30-31-32 22

59 28-29-30 ___3

TOTAL: 1431 subject only to the royalty payable to the lessor under and the other terms and provisions of said mining lease.

IV. Rights, if any, Standard may have in the following patented mining claims as sublessee of United States Smelting Refining and Mining Company under Article III 1(a) of the lease described in Part III above»

SMC US M i n e r a l T a x a b l e Coordinates S u r v e y No. N a m e L o c a t i o n A c r e a q e NE

1 7 9 7 5 Black Cat Lode G l a d s t o n e 4 . 0 4 1 11 9 (Less Placer G r o u n d ) 1 7 4 7 2 Big America G l a d s t o n e 1 0 . 1 2 9 11 9 L o d e 1203 Calumete Lode R o s s B a s i n 9 . 8 8 0 20 16 1 6 5 2 3 Crosscut Lode Ross Basin 7,870 19 14 468 Caucacus Lode R o s s B a s i n 1 0 . 3 3 18 17 520 E Pluribus Lode R o s s B a s i n 1 0 . 3 3 19 15 5 2 1 Grand Mogul R o s s B a s i n 1 0 . 2 6 19 16 L o d e 469 M. E. Harrison Ross/Sunny- 3.93 18 19 Lode (West s i d e B a s i n 570 ft) 1 65 23 Narrow Gauge R o s s B a s i n 4 . 9 0 7 19 15 L o d e 4 9 1 R o s s L o d e R o s s B a s i n 7 . 5 9 0 18 18 778 R ob the Ranter. R o s s B a s i n 6 . 8 9 0 19 14 L o d e 5475 Side Dish Lode R o s s B a s i n 9 . 8 0 0 19 13 15968A Theresa Lode R o s s B a s i n 4 . 8 6 7 19 14 46 6 N .G. L o d e R o s s B a s i n 7 . 1 4 0 17 18 4 6 7 Winchester Lode R o s s B a s i n 7 . 5 2 0 17 18 16523 Young Lode R o s s B a s i n 6 . 4 3 3 19 13 17975 Holy Cross Lode G l a d s t o n e 1 . 8 6 5 11 10 15968B Theresa R o s s B a s i n 1 . 8 5 8 18 13 H i l l s i t e

*MouItrie System V* T he following unpatented mining claims owned by Standard Corporation in the several Groups and Districts herein set fortht

Eureka Mining District:

(i) Sunnyside Group ’ SMC *** Original Location Amended Location BLU T a x a b l e Coordinates A c r e a g e * * N E N a m e B o o k P a g e D a t e Book Page Date No. L o c a t i o n 2 0 . 6 6 19 16 Algorta Lode 2 0 8 959 8 / 2 2 / 7 5 R o s s B a s i n 2 0 . 6 6 12 11 American Tunnel No. 1 1 8 6 417 8 / 1 9 / 5 9 213 700 11/17/78 6 3 4 7 G l a d s t o n e 13 13 American Tunnel No. 2 1 8 6 418 8 / 1 9 / 5 9 213 701 il/17/70 6 3 4 6 G l a d s t o n e 2 0 . 6 6 2 0 . 6 6 12 13 American Tunnel No. 3 2 1 3 60 7 / 1 / 7 7 G l a d s t o n e 2 0 . 6 6 14 17 Andes Lode 20 8 999 1 0 / 8 / 7 5 B o n i t a 2 0 . 6 6 14 21 Barbarian Lode 20 8 256 8 / 1 7 / 7 4 213 691 11/17/70 6 3 3 7 Ben Ftankiin 2 0 . 6 6 14 18 Bonita Lode 20 8 266 8 / 2 8 / 7 4 213 695 11/17/78 6 3 4 1 B o n i t a 1 . 2 6 16 19 Bonita Ridge Lode 20 8 992 1 0 / 2 1 / 7 5 Bonita/Suimyside 2 0 . 6 6 14 22 Boundary Lode 2 0 8 262 9 / 6 / 7 4 213 690 11/17/78 6 3 3 6 Ben Franklin 2 0 . 6 6 19 15 Centennial Lode 2 0 8 997 1 0 / 2 1 / 7 5 R o s s B a s i n 2 0 . 6 6 14 21 Delta Lode 20 8 258 9 / 6 / 7 4 213 692 11/17/78 6 3 3 8 S u n n y s i d e 2 0 . 6 6 18 16 Dubhe Lode 2 0 8 353 1 0 / 4 / 7 4 213 688 11/17/78 6334 Ross Basin 2 0 . 6 6 16 19 Easy Money Lode 18 6 498 8 / 2 3 / 6 0 213 702 11/17/78 6 3 4 8 S u n n y s i d e 19 14 E Pluribus Ext Lode 2 08 964 9 / 1 7 / 7 5 R o s s B a s i n 1 0 . 6 6 •, 19 17 Fairchild Lode 2 11 1 1 0 / 1 5 / 7 5 B o n i t a 2 0 . 6 6 2 0 . 6 6 15 21 Gamma Lode 2 08 351 8 / 1 8 / 7 4 213 694 11/17/78 6 3 4 0 Ben Franklin/Sunnyside 2 0 8 260 8 / 2 1 / 7 4 213 698 11/17/78 6 3 4 4 Surlnyside 2 0 . 6 6 15 20 Goat Annex Lode 18 Goat Extension Lode 2 0 8 272 9 / 6 / 7 4 213 699 11/17/78 6 3 4 5 S u n n y s i d e 2 0 . 6 6 15 Ì9 Hi Ho Silver Lode 2 0 8 270 8 / 2 4 / 7 4 213 697 11/17/78 6 3 4 3 B o n i t a 2 0 . 6 6 14 13 14 John and Mary Lode 20 8 995 1 0 / 6 / 7 5 B o n i t a 5 . 5 7 8 . 3 2 17 22 »Joker Lode 20 8 355 1 0 / 2 / 7 4 213 687 11/17/78 6 3 3 3 S u n n y s i d e 2 0 . 6 6 20 16 Keystone Lode 20 8 988 1 0 / 1 6 / 7 5 R o s s B a s i n 4 . 0 2 15 18 La Bolsa Lode 20 8 268 8 / 2 9 / 7 4 213 693 11/17/78 6 3 3 9 B o n i t a 2 0 . 6 6 13 22 Lac Char Lode 2 0 8 216 8 / 1 0 / 7 4 213 689 11/17/78 6 3 3 5 Ben Franklin 1 2 * 4 0 13 23 McCarty Lode 2 0 8 359 1 0 / 3 / 7 4 213 685 11/17/78 6 3 3 1 Terry Tunnel 1 2 , 4 0 13 14 Occidental Lode 213 62 6 / 2 9 / 7 7 213 379 2/2/78 G l a d s t o n e 2 0 . 6 6 20 17 Omega Lode 208 989 1 0 / 1 5 / 7 5 R o s s B a s i n 1 1 . 4 8 18 21 Orcus Lode 20 8 357 1 0 / 2 / 7 4 213 686 11/17/78 6 3 3 2 S u n n y s i d e 2 0 . 6 6 13 15 Oriental Lode , 2 0 8 962 9 / 1 7 / 7 5 B o n i t a 2 0 . 6 6 14 16 Parrado Lode 208 960 8 / 2 5 / 7 5 B o n i t a 2 0 . 6 6 14 17 Paymaster Ext,Lode 2 08 274 9 / 6 / 7 4 213 696 11/17/78 6 3 4 2 B o n i t a 2 0 . 6 6 18 15 . Silverton Ext Lode 208 993 1 0 / 2 / 7 5 R o s s B a s i n SMC * A BLM T a x a b l e Coordinates* Amended Location E Mo. Location A c r e a q e * * N N a m e B o o k P a q e D a t e Book Page Date ,> 2 0 . 6 6 19 16 1 9 9 240 6 / 3 0 / 6 2 Ross Basin S M — 1 Sunnyside 2 0 . 6 6 19 21 S M - 4 199 243 6 / 3 0 / 7 2 2 0 . 6 6 19 22 6 / 3 0 / 7 2 Sunnyside S M — 5 19 9 244 2 0 . 6 6 19 23 199 245 7 / 5 / 7 2 Placer Gulch S M - 6 Ross Basiti 2 0 . 6 6 18 16 S M - 7 199 2 46 6 / 3 0 / 7 2 2 0 . 6 6 18 22 6 / 3 0 / 7 2 Sunnyside S M - 1 1 1 9 9 250 2 0 . 6 6 23 7 / 5 / 7 2 Placer Gülch 10 S M - 1 2 19 9 2 5 1 2 0 , 6 6 18 16 7 / 5 / 7 2 Ross Basin S M - 1 3 199 2 5 2 2 0 , 6 6 18 18 6 / 3 0 / 7 2 Ross Basiti ^ S M - 1 4 1 9 9 25 3 1 3 . 7 7 18 22 6 / 3 0 / 7 2 Sunnyside S M - 1 7 1 9 9 25 6 2 0 . 6 6 17 16 7 / 5 / 7 2 Ross Basin S M - 1 9 199 25 8 2 0 * 6 6 17 18 7 / 5 / 7 2 Ross Basin S M - 2 0 19 9 259 2 0 . 6 6 17 16 7 / 5 / 7 2 Ross Basin/Bonita S M - 2 5 199 264 2 0 t 6 6 17 16 6 / 3 0 / 7 2 Sunnyside/Boni ta S M - 2 6 19 9 26 5 2 0 * 6 6 16 16 7 / 5 / 7 2 Bonita S M - 3 1 199 27 0 2 0 * 6 6 24 7 / 5 / 7 2 ' Sunnyside 15 S M - 4 8 199 287 2 0 . 6 6 14 24 19 9 2 9 3 6 / 3 0 / 7 2 Sunnyside/Ben Franklin S M - 5 4 Sunnyside/Ben Franklin 2 0 . 6 6 13 19 S M - 5 7 199 296 7 / 5 / 7 2 13 21 7 / 5 / 7 2 ^ , Ben Franklin 2 0 . 6 6 S M - 5 8 199 297 1 3 . 7 7 13 24 7 / 5 / 7 2 Ben Franklin S M - 6 0 199 29 9 2 0 . 6 6 13 19 7 / 5 / 7 2 Bonita S M - 6 3 199 30 2 2 0 . 6 6 13 21 30 3 6 / 3 0 / 7 2 Ben Franklin S M - 6 4 199 1 3 . 7 7 13 22 199 304 6 / 3 0 / 7 2 Ben Ffanklin S M - 6 5 Ben franklin/Terry Tunnel 2 0 . 6 6 13 24 S M - 6 6 19 9 30 5 6 / 3 0 / 7 2 12 19 7 / 5 / 7 2 Bonita 2 0 . 6 6 - S M - 6 9 199 30 8 2 0 . 6 6 12 21 7 / 5 / 7 2 Ben Franklin S M - 7 0 19 9 30 9 2 0 . 6 6 12 22 199 3 1 0 6 / 3 0 / 7 2 Terry Tunnel S M - 7 1 Terry Tunnel 2 0 . 6 6 12 24 S M - 7 2 19 9 3 1 1 6 / 3 0 / 7 2 SMZ Original Location Amended Location BIM Taxable Coordinates*** Book Page Date Book Page Date No. Acreage** N -J3

Boulder 213 633 9/15/78 61916 20.66 9 30 Ccnnie 213 636 9/15/78 61913 20.66 8 32 Joli 213 631 9/15/78 61918 20.66 9 31 Midway 213 634 9/15/78 61915 20.66 9 29 Somerset Ext 213 630 9/15/78 61919 20.66 9 32 Walvcord 213 632 9/15/78 61917 20.66 8 33 Wolfgang 213 635 9/15/78 61914 20.66 10 29

(iv) McCarty Basin Group

SM3 Original Location Amended Location BIM Taxable Coordinates*** Name Book Page Date Book Page Date NO. Acreage** E

MsCarty No. 2 213 354 9/13/77 23975 15.5 12 22 tfcCarty No. 3 213 355 9/13/77 23976 20.0 12 23 NfcCarty No. 4 213 356 9/13/77 23977 20.0 11 24 McCarty No. 5 213 357 9/13/77 23978 20.0 11 22 McCarty NO. 6 213 358 9/13/77 23979 20.0 10 23 McCarty No. 7 213 371 11/23/77 35577 13.8 10 22 McCarty No. 8 213 372 11/23/77 35578 20.0 10 21 McCarty No. 9 213 373 11/24/77 35579 13.8 9 21 McCarty No* 10 213 374 11/24/77 35580 20.0 10 22 McCarty No. 11 213 375 11/24/77 35581 20.0 9 22 McCarty No. 16 213 376 11/24/77 35582 20.0 10 20 McCarty No. 17 213 377 11/25/77 35583 11.7 11 21 Full House 213 353 9/20/77 • 23973 20.0 12 . 22 Pull House Annex. 213 378 11/25/77 35584 20.0 11 21 .Lac Char Annex 213 352 9/13/77 23974 20.0 13 23

(v) Mineral Point Area

SMC U S Mineral Mining Taxable Coordinates* Survey No., Name District Location Acreaqe N E

290 Annie Wood Unconpahgre Mineral Point 4.296 293 Atlantic Unconpahgre Mineral Point 8.7 4784 Accidental Unconpahgre Poughkeepsie 4.5 16933 ' Argcnaut unconpahgre Mineral Point 9.959 19 19 19025 A U e g h a n e y Unconpahgre Poughkeepsie 10.076 19025 Aspinwall Unconpahgre Poughkeepsie 10.239 19025 Avalon Unconpahgre Poughkeepsie 7.496 107 Burrows No. 2 unconpahgre Mineral Point 2.30 529 Bill Young Unconpahgre Mineral Point 10.0 21 21 643 British Queen Uhconpahgre Mineral Point 3.6 23 24 807 Blacksmith Unconpahgre Mineral Point 8.3 309 Bonanza King Unconpahgre Mineral Point 6.8 1392 Broad Gauge Unconpahgre Mineral Point 10.32 2140A Buckingham unconpahgre Mineral Point 10.0 19 21 2140B Buckingham M3 Unconpahgre Mineral Point — ■ 24 22 2264 Brazillian unconpahgre Poughkeepsie 4.5 16379 Barbara Smith Unconpahgre Des Ouray 3.552 16420 Brooklyn unconpahgre Poughkeepsie 9.812 18281 Bonny Belle Eureka Picayune 9.368 19025 Bellevue unconpahgre Poughkeepsie 10.331 492 Commonwealth Unconpahgre Mineral Point 10.3 6229 Cameron Unconpahgre Poughkeepsie 6.6 16379 Cora Belle Tunnel Unconpahgre Des Ouray 4.081 17891 Callaway Unconpahgre Mineral Point 7.574 17891 Camden. Unccnpahgre Mineral Point 10.33 17891 Cannon Eureka Mineral Point 10.331 19025 Clearview Unccnpahgre Poughkeepsie 10.104 102 Dakota unconpahgre Mineral Point 5.1 103 Deposit Unconpahgre Mineral Point 2.8 183 Davenport Unconpahgre Mineral Point 5.4 21 22 1128 De l Norte Unccnpahgre Mineral Point 2.64 2324 Digger Indian Unconpahgre Poughkeepsie 8.2 16379 Democrat Unccnpahgre Des Ouray 9.589 16379 Des Ouray Unconpahgre Des Ouray 4.081 16379 Dick Unccnpahgre Des Ouray 3.036 17891 Dr- Tracy Eureka Mineral Point — 18207 Duquesne Eureka Mineral Point 7.439 285 E Plnribus Unum Unconpahgre Mineral Point 10.33 21 23 333 Elephant Unconpahgre Mineral Point 10.0 21 22 1293 Eighth Vfcnder Uhconpahgre Mineral Point 6.52 26 24 1739 Franklin Unccnpahgre Mineral Point 1.574 2172 Forest Unconpahgre Poughkeepsie 6.93 2206 Fitzgerald Unconpahgre Poughkeepsie 10.33 16379 Frederick the Great unccnpahgre Des Ouray 3.837 806 Great American Unconpahgre Mineral Point 10.3 23 26 6488 Grand View unconpahgre Poughkeepsie 10.2 17549 Gorilla and Inprovements Eureka Mineral Point 10.331 808 H* D* Nye Unccnpahgre Mineral Point 6.8 859 Hidden Treasure Unconpahgre Mineral Point 6.62 24 28 181 John Vfesley unccnpahgre Mineral Point 8.93 22 23 307 John J. Crooke Eureka Mineral Point 2.561 26 26 1311 Josephine Unccnpahgre Mineral Point 10.32 22 24 1380 H- Graham unconpahgre Mineral Point 8.57 21 24 2171 Jchn. Eureka Foughkeepsie 6.6 1095 Kentucky Giant unconpahgre Des Ouray . 4.622 17579 Keystone Eureka Tuttle Mountain 9>34 462 Lout Unconpahgre Poughkeepsie 9.7 749 Little Eddie Eureka Mineral Point 3.81 2351 Little Chief unconpahgre Mineral Point 10.2 16379 Lilly White Unconpahgre Des Ouray 8.144 16929 Lillian B unconpahgre Mineral Point 9.558 20 22 17891 Long unconpahgre Mineral Point 10.0 121 Mineral Point Unconpahgre Mineral Point 9.9 122 Mastodon Unconpahgre Mineral Point 9.33 21 21 784 Msund Unccnpahgre Mineral Point 8.44 20 20 240 Bfclntyre Unconpahgre Mineral Point 10.3 337 Mairrooth Unconpahgre Mineral Point 6.759 555 Morning Star Unconpahgre Poughkeepsie 6.3 853 Maude S Unconpahgre Des Ouray 10.33 1126 Morning Star unconpahgre Mineral Point 9.56 22 22 1312 Marathon unconpahgre Mineral Point 9.8 23 • 24 1335 Mountain Maid Unconpahgre Mineral Point 5.19 19 20 2092 Minneapolis Unconpahgre Poughkeepsie 7.3 2263 Mcnitor Unconpahgre Poughkeepsie 10.33 4805 Michigan Girl' unconpahgre Poughkeepsie 13.16 4805B Michigan Girl M3 Unconpahgre Poughkeepsie — 6683 Moose unconpahgre Poughkeepsie 10.0 16943 Monette Unconpahgre Mineral Point 8.65 20 20 19025 Mt. Washington Unconpahgre Poughkeepsie 9.038 19025 Oakland Unconpahgre Poughkeepsie 8.412 856 Paljryra Unconpahgre Mineral Point 10.3 1522 Pittsburgh Unconpahgre Mineral Point 8.04 20 22 2277 Peep O'Day unconpahgre Poughkeepsie 10.2 15280 Picket Unconpahgre Lake Como 7.18 17759 Polar Star Ext No. 2 Unconpahgre Mineral Point 1.106 18986 Port Hbpe Unccnpahgre Poughkeepsie 7.446 19025 Pittsburg Unconpahgre Poughkeepsie 6.722 r \ ■e ■ ■

182 Queen Mary Eureka Mineral Point 9.02 1215 Queen of the West Eureka Mineral Point 6.75 120 Red Cloud Eureka Mineral Point 6.7 502 Rip Van Winkle Unconpahgre Mineral Point 2.33 20 20 17579 Bob Roy Eureka Tuttle Mountain 6.371 943 San Juan Chief Unconpahgre Mineral Point — 23 23 1881 Silver King Uhconpahgre ,Pqughkeepsie 7.10 5113 Sylvanite (1/2 Int) Uhconpahgre Poughkeepsie 10-3 7137 Stafford Unconpahgre Poughkeepsie 6-7 16930 Sewell Eureka Mineral Point 7.27 17579 Silver Link Eureka Tuttle Mountain 5.64 18253 Sunny Eureka Mineral Point 5.002 685 Thunder Bolt Uïioonpahgre Mineral Point 10.03 24 24 6944 Unicn Unconpahgre Mineral Point 4-3 20 20 106 Victoria Uhccnpahgre Mineral Point 10.1 19 20 315 Vermillicn Eureka Mineral Point 10.1 2350 Virginia Unconpahgre Mineral Point 8.68 22 22 15480 White Crow Unconpahgre Poughkeepsie 8-17 19025 Wilkinsburg unccnpahgre Poughkeepsie 7.872 111 Yankton Ext Eureka Mineral Point 10.3 118 Yankton Eureka Mineral Point 10.0 773 Zenobia Uhccnpahgre Mineral Point 8.12 21 20

* Mineral Point System:

(iv) Big Buck Group

flame of Claim B o o k P a g e

Big Buck No- 4-A R — 1 5 3 1 4 1

Big Buck Ho. 5 R - l 500 R - l 5 3 1 4 1 95

Big Buck No. 6 R - l 5 0 1 R - l 5 31 4 1 96

Big Buck No. 7 R - l 5 0 1 R - l 5 3 2 41 96

Big Buck No. 8 R - l 5 0 1 R - l 532 41 97

Big Buck No- 8-A R - l 5 3 2 ' 41 97

Big Buck No. 9 R - l 50 1 R - l 533 41 98

Big Buck No. 9-A R - l 533 41 98

Big Buck No. 10 R - l 502 R - l 533 41 99

Big Buck No. 10-A R - l 534 41 99 B i g Buck No. 11 R - l 502 R - l $34 4 1 100

Big Buck No. 11-A R ~ 1 534 41 100

Big Buck No. 12 R - l 5 02 R - l 535 4 1 10 1

Big Buck No* 12-A R - l 53 5 4 1 1 0 1

I d l e D a y R - 4 38 4 1 1 0 2

Dorothy Mae (Dorothea May) 13 40 I T 1 6 1

Uncompahgre Mining District aye Original Location Amended Location BIM Taxable Coordinates** Name Book Page Date Book Page Date NO. Acreage* N E

Argentine 202 132 9/26/73 20 22 24 Bafcy Elephant 202 97 7/10/73 20 20 22 Bill Young Extension 202 93 7/17/73 20 21 22 Dirty Bird 202 130 9/24/73 2.6 20 21 Double Eagle 202 124 8 A 7 / 7 3 20 20 22 Hungry Frank. 202 122 9/18/73 '20 23 24 Marble No. 1 186 257 7/28/58 8/7/73 20 22 23 Marble No* 2 186 258 7/28/58 20 23 26 San Juan Extension 202 95 7/18/73 20 22 22 Sleeping Tiger 202 128 8/13/73 20 21 23 Stuco No* 1 186 259 7/28/58 20 20 16 Stuco No. 2 186 260 7/28/58 20 20 17 Stuco No. 3 186 261 7/28/58 20 20 19 Stuco No. 4 186 262 7/28/58 20 20 20 Tiago 186 256 7/28/58 20 22 25 Wild Onicn 208 264 8/19/74 20 22 24

Animas Mining District SMC' Original Location Amended Location BIM Taxable Coordinates** Name Book Page Date Book Page Date No. Acreaqe* NE

Apollo 10 194 164 10/3/69 20.66 22 34 Argentine Extension 194 146 10 AO / 6 9 20.66 21 34 Belinda 194 154 10/4/69 20.66 20 33 Betsey 194 160 10/1/69 20.66 24 33 Big Mac 194 174 10/6/69 20.66 23 32 Buckhorn 194 176 10/4/69 20.66 20 34 Cortina 194 172 10/5/69 20.66 22 32 Ezra R Ext 194 148 10/9/69 20.66 21 33 Fobie 194 170 10/7/69 17.22 24 34 Gretdien , 194 144 10/7/69 20.66 24 33 Jay Bird 194 156 10 A/ 6 9 20.66 24 32 John B 194 166 10/4/69 20.66 23 33 Midnight 194 152 10/6/69 20.66 20 33 Ming 194 150 10/7/69 10.33 21 34 Molly B 194 178 10/4/69 20.66 20 34 Nimcn 194 158 10A/69 20.66 21 32 Peggy 194 168 10/2/69 10.33 23 34 Sam 194 192 10/1/69 20.66 24 31 Whitehawk 194 142 10/6/69 20.66 23 33 SMC O r i g inal Location Amended Location b l m t a x a b l e Coordinates* Name Book Page Date Book Page Date Ko. L o c a t i o n A c r e a g e N E 24 Basque Millsite 211 Ì78 12/5/75 213 637 10/26/78 5 4 6 2 Office/Tail Pond 4 . 9 9 5 26 23 Boulder Mt No* 1 MS - 211 186 1/26/76 213 638 10/26/78 5 4 6 7 Office/Tail Pond 4 . 9 4 6 25 23 Boulder Mt No. 2 MS 211 188 1/26/76 213 639 10/26/78 5 4 6 6 Office/Tail Pond 4 . 7 0 3 25 23 Bouldet Mt No. 3 MS 211 190 1/26/76 213 640 10/26/78 5 4 6 9 Office/Tail Pond 4 . 5 3 0 25 25 Dives Millsite 211 176-177 12/5/75 213 641 10/26/78 5 4 6 3 Office/Tail Pond 5 . 0 0 0 27 25 Dynasty Millsite 211 172 12/4/75 213 642 10/26/78 5 4 7 0 Office/Tail Pond 4 . 0 0 0 26 Juan Carlos Millsite 211 180 12/5/75 213 ¿>44 10/26/78 5 4 6 1 Office/Tail Pond 4 . 9 9 5 26 24 26 24 -Franco Millsite 2Ì1 182 12/17/75 213 643 10/26/78 5 4 6 5 Office/Tail Pond 4 . 9 9 5 26 piarla Millsite D-3 360 6/27/73 213 645 10/26/78 5 4 6 0 Office/Tail Pond 5 » 00 0 28 '' Marge Millsite D-3 313 6/20/67 213 646 10/26/78 5 4 5 7 Office/Tail Pond 4 i 18 9 26 2fS 25 New Deal Millsite D-3 367 7/13/73 213 647 10/26/78 5 4 5 5 Office/Tail Pond 5 * 00 0 27 Overflow Millsite 213 441 8 / 1 5 / 7 8 4 8 4 1 7 Office/Tail Pond 3 * 09 0 28 27 28 27 Plumbers Millsite D-3 373 7/31/73 213 648 10/26/78 5 4 5 3 Office/Tail Pond 4 . 6 4 5 23 Powerline Millsite 211 194 *1/26/76 213 649 10/26/78 5 4 6 8 Office/Tail Pond 4 . 8 4 2 25 35 P.Si Millsite 213 16 4/18/77 213 650 10/26/78 5 4 5 2 liowardsvillfe Road 4 . 7 0 9 29 26 Savage Sam Millsite D-3 361 7/13/73 213 651 10/26/78 5 4 5 9 Office/Tail Pond 5 . 0 0 0 27 25 Shenandoah Millsite 211 174 12/4/75 213 652 10/26/78 5 4 6 4 Office/Tail Pond 5 . 0 0 0 27 26 Surprise Millsite D-3 369 7/30/73 213 653 .10/26/78 5 4 5 4 M i l l 5 » 00 0 28 29 Tricky Dick Millsite D-3 363 7/13/73 213 654 10/26/7,8 5 4 5 8 Office/Tail Pond 3 * 8 6 7 28 Watergate Millsite d-3 . 365 7/13/73 213 655 10/26/78 5 4 5 6 Office/Tail Pond 4 . 5 0 0 28 26 Gladstone Millsite D-3 358 6 / 1 3 / 7 3 G l a d s t o n e 5 . 0 0 0 12 11* 26 Equestrian Placer D-3 166 4 / 7 / 4 5 Office/Tail Pond 1 2 0 . 0 0 0 27 C l a i ms listed in this Part V are subject to the following;

(a) Conflicts with senior overlapping claims and patents, if a n y .

(b) As to upatented claims, all conditions for discovery, discovery work and annual assessment work required by law.

(c) Rights granted to Washington Mining Company under provisions of the Washington Lease, as amended, (i) to royalty on production from claims within five miles from the exterior boundaries of the leased premises in the amounts and payable in the manner provided in the Washington Lease? (ii) to meet the terms of: any offer for the sale or lease of any claims within said five-mile area? and (iii) to purchase claims or interests therein within 120 days after the termination of the Washington Lease at "fair value"’ determined by a competent appraiser. The effect of these contractual provisions is to limit Standard to a leasehold kind of interest in the claims it holds in its name and to burden all mining claims in the five-mile area with royalty rights of Washington under the terms of the Washington lease--

VI.. Millsites patented to or held by Standard Metals Corporation.

SM2 U S Mineral Mining Taxable Coordinates*" Survey No* Name District Location Acreaqe N E

11596 Ann Harris Placer Animas Office 18'.995 26 25 11596’ Bend Placer Animas Mill 18.0 27 .27 841 Blair Placer Artlmas Office 10.02 75 25 16469 Blair Mountain Placer Animas Mill 39.99 26 29 14012 Buena Vista Animas Mill 10.0 28 28 20564 B.S.G* Animas Arrastra Gulch ) 20 36 20564. C.A.C. Animas Arrastra Gulch ) 21 35 20564 G.H.M. Animas Arrastra Gulch ) 62.572 20 36 20564 J.R.W. Animas Arrastra Gulch ) 21 35 20594B C.H. Millsite Animas ' Mill ) 28 2t 20594B H.V.B. Millsite Animas Mill ) 9.471 28 28 20059 Dives Fraction Animas Arrastra 5.198 17 37 205955 E.C.W* Millsite Animas Mill ) 28 30 20595B H.M. Millsite Animas Mill ) 28 29 20595B M.B. Millsite Animas Mill ) 28 29 20595B N.N. Millsite Animas Mill ) 28 29 . 4 / w 20595B Tract A T.H.W. ) ¿ti Millsite Animas Mill ) 28 . 28 20595B Tract B T.H.W. ) Millsite Animas Mill ) 28 28 8801 Esther All» Tract B Animas Office 7.129 26 27 14012 Gold Animas Mill 10.0 28 28 14393 Gold Bug Animas Arrastra Gulch 8.29 - — 14393B Gold Bug Millsite Animas Arrastra Gulch 4.96 23 32 13562 Herbert Placer Eureka Gladstone 19.66 11 9** 15351 Huntington Animas Arrastra Gulch 8.179 18 38 11596 Jeannette Roux Placer Animas Office 19.145 26 26 17788 KUroki Animas Arrastra Gulch 9.0 18 37 1568 Mayflower Animas Arrastra Gulch 10.3 20 35 16551 Mayflower No. 2 Animas Arrastra Gulch 5.21 20 35 17699 M. D. Thatcher Placer Animas Office 19.495 27 26 1157 ¿fountain Quail Animas Arrastra Gulch 8.43 21 37 8497 Nevada Extension. Animas. Blair Gulcfr 2.35 — - 297 North Star Animas Arrastra Guidi 10.33 17 37 11596 Peter Placer Animas Mill 18.0 27 27 7608B Polar Star MS Animas Mill 5.0 27 27 13330 Portland Consolidated Eureka American Tunnel 8.923 12 12** -8801 Riverside (Part) Animas Office 0.915 26 26 8801 Riverside (Part) Animas Office 0.301 26 26 20407B "S" Millsite Animas Mill 5.0 28 30 1857 Silver King Eureka Gold King 7.1 17 17** 1331 Slide Animas Arrastra Guidi 8.69 19 36 272 Terrible Animas Arrastra Gulch 10.33 18; 37 17788 Togo Animas Arrastra Guidi 10.0 19 36 311 Yellow Jacket Animas Arrastra Guidi 7.7 17 37 VII- The entire leasehold estate in that certain mining lease dated February 28, 1959 and recorded in Book 185 at page 225 of the San Juan County, Colorado records from United States Smelting Refining and Mining Company to Marcy- Shenandoah Corporation covering the entire fee simple estate in and to the following described lode mining claims situated in the Uncompahgre Mining District in Ouray County, Colorador

Original Location Amended Location . SMC Name Book Page Date Book Page Date Location Acreage Coordinates

H & H NO. 1 123 256 6/11/46 184 754 8/25/75 Gray Copper Gulch 20 »0 27 6 H & H NO» 2 123 256 6/11/46 184 755 8/25/75 Gray Copper Guidi 20.0 27 6. H & H NO* 3 123 305 8/15/50 184 756 8/25/75 Gray Copper Gulch 20 »0 27 6 H & H NO. 4 123 305 8/15/50 184 757 8/15/75 Gray Copper Guidi 20.0 27 6

subject to the followingr

(a) Royalties payable pursuant to said lease.

VIIt. Claims patented to or held by Standard Metals Corporation.

SMC U S Mineral Taxable Coordinates Survey No, Name Location Acreage _N

Michael Breen Lease

157 Royal Albert 158 Duke of Edinburgh 159 Michael Breen 175 Royal Consort ■ 682 Mountain Monarch No* 2 1187 Grub Stake 1188 Twin Sisters 1410 Confidence 1411 Challenge 2010A Little Giant 2306 Pioneer Lady 2307 Mountain Monarch 5369 Gipsey Queen 5451 Jersey Lilly 5724A Old Hickory Jackson 5724B Old Hickory Jackson Millsite 6991 Gold Finch

16379 Blanchard 16379 Bonanza Kind 16379 Democrat 16379 Des Moines 16379 Golden Treasure 1633 Indiana 16379 Magnolia Tunnel 7038 Michigan 16379 Montrose 289 Polar Star 7865 Polar Star Extension No, 1 16379 Republican 16379 Sampson 7038 Superior 16379 U.S. Mint 1957 White Swan

subject to the conditions listed in Part V hereof. F) Y )

IX. The entire leasehold estate in that certain mining lease dated November 9f 1983 and recorded in Book 227 at pages 423-442 of the San Juan, Colorado records from Callahan Mining Corporation and Noranda Exploration, Inc. to Standard Metals Corporation covering the following described lode mining claims situated in San Juan County, State of Colorado»

PATENTED MINING CLAIMS AND MILLSITES

Claim Name M . S . #

A d i r o n d a c 2 5 8 2 A l m a d e n 1 3 0 4 C a s t a w a y 2 5 8 2 Duke of Bull Run 1 130 S t . P a u l ' 1 8 3 5 3 A S a l a m a n c a 2 5 8 2 Sound Democrat 2686

A n n i e D. i 8 4 8 1 B e a c h 1 7 9 5 4 B e n B o l t 9 9 4 B i g C l i f f 1 7 9 5 4 B y r o n 419 Byron Millsite 4 1 9 B C a n o l a 2 1 0 1 Carbonate King 117 5 C l i f f 1 7 6 9 2 C r a t e r 2 0 0 4 7 C r e s c e n t 1 8 2 3 8 D a i s y 1693 D e x t e r • 48.60 E a g l e 1 7954 E l l e n 1 2 3 2 E m m a 1753 Empire State 6 9 3 7 Enterprise 2 1 0 2 E x c e l s i o r 857 E x c e l s i o r 1911 0 Excelsior Ext. 19110 Flora Frederick 2605 Galena No. 1 1 7 3 6 6 Galena No. 3 1 7 3 6 6 Galena No. 6 18640 G a r i b a l d i 659 G o l c o n d a 1 7 7 0 1A Gold Brick 1 9110 Great Eastern 725 Great Republic (Und. 2/3) 970 Home Stake 1 91 10 Home Stake Annex 1 9110 Home Stake Ext. 1 9 1 1 0 I n d e x 1 8120 I r o n 2 3 2 5 I . X . L . 4879 J e n n i e R. 2 3 3 1 John H. French Placer 45 K a t i e 746 L e e 1716 Little Flossie 2327 Little Giant 1 9 4 1 1 M a u d e S. 2466 M e r r i m a c 1 7 5 1 Morning Star 1 8 2 8 2 Mountain Eagle (Und. 1/5) 1 5 3 0 4 C l a i m N a m e M . S . f

Mountain King 2 6 6 2 O . C . D a y 1713 O r e C a c h e 1 9 110 P a r n e l l 1 5 2 5 1 P a y m a s t e r 1694 P o n t o o n 1752- Promontory. 4 8 6 0 Protection No. 1 1 7 9 5 4 R a r u s 9 9 5 R u b y 2 3 2 6 Ruby Cross 2 3 2 8 R u s s e l 2184 Silver Chord 2103 Silver Crown 1 8 2 8 2 Silver Key 1 8 2 8 2 Silver King 1 8 2 8 2 Silver Lion 3 2 2 Silver Wing (Surface only) 70 S t e r l i n g 414 Sue Amanda 2605 S u m m i t t 1 8 2 8 2 Toltec (Und. 3/5) 5 5 4 4 Toltec No. I ( U n d v 3/5) , 5 5 4 4 T o m M o o r e 94 Vesta (Cuba) 191Z 7 (684) Veta Grande 1 7 9 5 4 W a r E a g l e 2 0 0 7 4 Yellowstone 1795 4

A m e t h y s t 1 9 8 8 0 Atlantic 2149 Chicago 7295 Crown Diamond 18278 Double Eagle 14533 Eclipse Placer 1372 Gilmore (Und. 3/4) 745 Gladstone 4879 Golden Crown 19092 Golden Fleece 15562 Golden Fleece Ext. 14579 Golden Lion 16999 Golden Queen 16379 Golden Tiger 17003 Golden Tiger No. 2 17003 Great Republic (Und. 1/3) 970 Justice 2147 Kennedy 5147 Montenotte 14578 Neglected 18372 Pacific 2148 Pacific Ext. 2150 Pittsburg 17931 Rock Island 5045 Sandiago 19084 San Juan Queen 14201 S c o t i a 29 1 Scotia Ext. No. 1 18281 Vanderbilt 18275 Watseka 2146 Trust 19092 r \

,te Recorded B o o k P a q e

S i l verado No. 9 7 / 2 2 / 4 7 172 14 Silverado No. 10 7 / 2 2 / 4 7 172 15

Bear No* 12 4 / 4 / 2 9 157 2 6 7 Byron No. 1 1 1 / 3 0 / 2 8 142 68 Byron No. 2 1 1 / 3 0 / 2 8 142 69 Byron No. 3 9 / 2 4 / 2 9 9 2 A 2 7 6 Copper Boy No* 1 1 0 / 8 / 2 9 9 2 A 27 9 Copper Boy No. 2 4 / 1 9 / 1 6 147 2 5 4 Copper Boy No. 3 1 0 / 8 / 2 9 9 2 A 2 80 E m p i r e • 1 2 / 2 4 / 2 8 1 4 2 70 Empire No. 1 1 2 / 2 4 / 2 8 1 4 2 7 1 Empire No. 2 4 / 2 4 / 2 9 1 5 7 2 8 2 Empire No* 3 4 / 2 4 / 2 9 1 5 7 28 3 Empire No* 4 4 / 2 4 / 2 9 157 28 4 Empire No. 5 4 / 2 4 / 2 9 1 5 7 2 8 5 Empire No. 6 5 / 8 / 2 9 1 5 7 2 8 7 Empire No* 7 5 / 8 / 2 9 1 5 7 288 Empire No. 8 5 / 8 / 2 9 15 7 289 Francis No. 1 1 / 3 / 1 6 147 2 1 5 Golden Fleece No* 1 9 / 7 / 2 9 157 3 1 6 Golden Fleece No* 2 9 / 7 / 2 9 157 3 1 7 Golden Fleece No. 3 9 / 7 / 2 9 157 318 Golden Fleece No* 4 9 / 7 / 2 9 157 3 1 9 Tom Moore No. 1 9 / 2 8 / 2 9 1 4 2 . 86 Tom Moore No* 2 9 / 2 8 / 2 9 157 350 T o m M o o r e N o . 3 9 / 2 8 / 2 9 157 1 5 7 Tom Moore No. 5 9 / 2 4 / 2 9 9 2 A . 2 7 7 T o m M o o r e N o . 6 9 / 7 / 2 9 157 3 2 1 Nantucket No. 1 1 1 / 3 0 / 2 8 14 2 6 7 M e x i a 9 / 2 4 / 2 9 9 2 A 269 Mexia No. 2 9 / 2 4 / 2 9 9 2 A 270 Mexia No. 3 9 / 2 4 / 2 9 157 3 3 2 Mexia No. 4 9 / 2 4 / 2 9 157 333 Mexia No* 6 9 / 2 4 / 2 9 157 33 4 S.G.M* 11/30/28 92A 267 S l i d e 3 / 1 3 / 0 7 12 9 208 Treasure Mountain 9 / 2 4 / 2 9 9 2 A 2 7 1 Treasure Mountain No. 1 9 / 2 4 / 2 9 9 2 A 2 7 2 Treasure Mountain No. 2 9 / 7 / 2 9 157 32 2 Treasure Mountain No. 3 9 / 7 / 2 9 157 323 Treasure Mountain No. 4 9 / 7 / 2 9 157 324 Treasure Mountain No. 5 9 / 7 / 2 9 1 57 325 Treasure Mountain No* 8 9 / 2 4 / 2 9 157 33 5 Treasure Mountain No* 9 9 / 7 / 2 9 157 32 6 Treasure Mountain No. 10 9 / 2 4 / 2 9 157 33 6 Treasure Mountain No. 11 9 / 2 4 / 2 9 157 337 Treasure Mountain No. 12 9 / 2 4 / 2 9 157 338 Treasure Mountain No. 13 9 / 2 4 / 2 9 157 339 Treasure Mountain No. 14 9 / 2 4 / 2 9 157 340 Treasure Mountain No. 15 9 / 7 / 2 9 157 32 7 Treasure Mountain No. 16 9 / 2 4 / 2 9 157 3 4 1 Treasure Mountain No. 17 9 / 2 4 / 2 9 157 342 Float Gold Placer Tract A 4 / 1 1 / 2 9 157 268 Float Gold Placer Tract B 4 / 1 1 / 2 9 157 268 Float Gold Placer Tract C 1 1 / 1 / 5 7 D - 3 222 Tempest Tunnel Site 9 / 1 1 / 7 3 D-3 377 o (

F l o w e r 8 / 3 0 / 4 7 172 27 Flower No. 1 8 / 3 0 / 4 7 172 28 Flower No. 2 8 / 3 0 / 4 7 172. 29 G r a c e S . 1 0 / 1 / 5 3 172 36 1 K i n n e a r 1 0 / 2 4 / 3 8 165 3 4 1 M c N a m e e 9 / 2 8 / 3 8 165 337 W.Y.O.D. 8 / 3 0 / 4 7 1 7 2 30 W.Y.O.D. No* 1 8/30/47 172 31 W.Y.O.D. NO. 2 8 / 3 0 / 4 7 1 7 2 32

Gummingtonite 8 / 5 / 7 7 213 147 D o g g y W o g 8 / 5 / 7 7 213 145 G.Q. Fraction (G.O. Fraction) 12/7/76 2 1 1 54 4 Snowdrift No. 1 7 / 2 0 / 8 1 2 2 1 180 Snowdrift No. 2 7 / 2 0 / 8 1 22 1 1 8 1 Snowdrift No. 3 7 / 2 0 / 8 1 2 2 1 182 Snowdrift No. 4 7 / 2 0 / 8 1 2 2 1 183 Snowdrift No. 5 7 / 2 0 / 8 1 22 1 184 Snowdrift No. 6 7 / 2 0 / 8 1 2 2 1 185 Snowdrift No. 7 7 / 2 0 / 8 1 2 2 1 18 6 Snowdrift No. 8 7 / 2 0 / 8 1 2 2 1 187 T u b e S t a k e 8 / 5 / 7 7 213 146

X- The entire leasehold estate in that certain mining lease dated November 9, 1983 and recorded in Book 22.7 at pages 443-460 of the San Juan, Colorado records; from Callahan Mining Corporation and Noranda Exploration,. Inc.. to Standard Metals Corporation covering: the following described lode mining claims situated in San Juan County, State of Colorado.

PATENTED MINING CLAIMS AND MILLSITES

Claim Name M.S. #

Black Diamond 16049 C a m p b i r d 1 9 0 9 5 C o m s t o c k 6 2 6 1 F l o r e n c e 2256 Gold Queen 156 05 Id a ' B . 1 8 3 5 2 A Independence 177 24 L a V e r g n e 1799 5 L e s l i e D. 1 8 3 5 0 A M a u d S. 1 8 3 5 1 A P i c k U p 17 9 9 5 Pine Bluff Millsite >20134 Racine Boy 7 6 7 7 Silver Queen 1303

Acherson 1718 Barhoff 19738 Caesar 6715 C a n o n 1262 Frances . 19411 Hard Cash 1241 Joe Shipley 19106 Kate Gibson 1757 La Plata Grande 1263 o

C l a i m N a m e M . S . #

L o t a h 17 9 5 4 N i a g a r a 2 1 3 3 N o r t h P o l e 1393 P-avillion 1 6 0 1 P r o t e c t i o n 1 7 9 5 4 Silver Comet 2134 Shakespeare 2 4 6 5 S p e c i e 1 6 0 2

UNPATENTED MINING CLAIMS

C l a i m N a m e Date Recorded Book Paqe

M i r i a m 1 2 / 2 7 / 4 8 1 7 2 1 0 5 Silverado No, 1 7 / 2 2 / 4 7 172 6 Silverado No. 2 7 / 2 2 / 4 7 17 2 7 Silverado No. 3 7 / 2 2 / 4 7 17 2 8 Silverado No. 4 7 / 2 2 / 4 7 1 7 2 9 Silverado No. 5 7 / 2 2 / 4 7 172 10 Silverado No. 6 7 / 2 2 / 4 7 172 11 Silverado No. 7 7 / 2 2 / 4 7 172 12 Silverado No. 8 7 / 2 2 / 4 7 1 7 2 13 Silver Queen Millsite 12/27/48 D -3 1 8 2

Byron No. 4 ■ 1 1 / 1 1 / 2 0 14 7 5 2 4 Empire No. 9 6 / 4 / 2 9 15 7 294 Empire No. 10 6 / 4 / 2 9 1 5 7 ■ 2 9 5 Golden Fleece No* 5 9 / 2 4 / 2 9 9 2 A 27 4 Golden Fleece No. 6 9 / 2 4 / 2 9 9 2 A 275 Nantucket No. 2 9 / 2 4 / 2 9 9 2 A 278 Treasure Mountain No. 6 9 / 2 4 / 2 9 9 2 A 2 7 3 Treasure Mountain No. 7 9 / 2 4 / 2 9 1 4 2 85

Comstock Fraction 1 2 / 7 / 7 6 2 1 1 54 2 Florence Fraction 1 2 / 7 / 7 6 211 540 Independence Fraction 1 2 / 7 / 7 6 2 1 1 543 Neptune Fraction 1 2 / 7 / 7 6 2 1 1 5 4 1 pickup Fraction 1 2 / 7 / 7 6 21 1 545

XX. The unpatented mining claims located and held by Standard Metals Corporationr as more particularly described below:

BLM C l a i m N a m e State County Book Paqe S e r i a l N o.

B o b No. 1 Colo San Juan 225 537 C M C 1 9 9 7 1 9 B o b N o. 2 C o l o S a n J ü a n 225 538 C M C 1 9 9 7 2 0 B o b No. 3 Colo San Juan 225 539 C M C 1 9 9 7 2 1 B o b No. 4 Colo San Juan 225 540 CMC199722 B o b No. 5 Colo San Juan 2 25 54 1 C M C 1 9 9 7 2 3 B o b N o . 6 C o l o S a n J u a n 225 542 CMC199724 B o b No. 7 Colo San Juan 225 543 C M C 1 9 9 7 2 5 B o b No. 8 Colo San Juan 225 544 C M C 1 9 9 7 2 6 B o b No. 9 C o l o San Juan 225 545 C M C 1 9 9 7 2 7 B o b N o . 10 C o l o San Juan 225 546 C M C 1 9 9 7 2 8 B o b No. 13 C o l o San Juan 225 547 C M C 1 9 9 7 2 9 B o b No . 14 Colo San Juan 225 548 CMC199730 B o b No. 16 C o l o S a n J u a n 225 694 C M C 2 0 0 8 2 9 B o b No. 19 C o l o S a n J u a n 225 69 5 C M C 2 0 0 8 3 0 B o b No. 20 C o l o S a n J u a n 225 696 C M C 2 0 0 8 3 1 B o b N o . 22 C o l o . S a n J u a n 225 697 C M C 2 0 0 8 3 2 B o b N o » 23 C o l o S a n J u a n 225 698 C M C 2 0 0 8 3 3 B o b No. 26 C o l o S a n J u a n 225 699 C M C 2 0 0 8 3 4 B o b No. 28 Colo San Juan 2 2 5 700 C M C 2 0 0 8 3 5 McCarty No. 39 C o l o S a n J u a n 225 7 0 1 C M C 2 0 0 8 3 6 McCarty No. 44 C o l o S a n J u a n 225 7 0 2 C M C 2 0 0 8 3 7 McCarty No. 45 C o l o S a n J u a n 225 703 C M C 2 0 0 8 3 8 McCarty No. 47 C o l o San Juan 225 70 4 C M C 2 0 0 8 3 9 McCarty No. 48 C o l o S a n J u a n 22 5 70 5 C M C 2 0 0 8 4 0 M c C a r t y N o . 5 1 C o l o S a n J u a n 225 706 C M C 2 0 0 8 4 1 McCarty No. 55 C o l o S a n J u a n 225 707 C M C 2 0 0 8 4 2 McCarty No. 56 C o l o S a n J u a n 2 2 5 708 C M C 2 0 0 8 4 3 McCarty No. 57 C o l o S a n J u a n 22 5 709 C M C 2 0 0 8 4 4 M c C a r t y No.. 58* C o l o S a n J u a n 225 710 C M C 2 0 0 8 4 5 McCarty No. 59 C o l o S a n J u a n 225 7 1 1 C M C 2 0 0 8 4 6 B o b N o . 36 C o l o S a n J u a n 2 2 5 6 1 1 C M C 2 0 0 1 8 2 B o b N o . 37 c o l o San Juan 225 612 C M C 2 0 0 1 8 3 B o b N o . 40 C o l o San; J u a n 225 613 C M C 2 0 0 1 8 4 McCarty No. 34 C o l o S a n J u a n 2 2 5 6 14 C M C 2 0 0 1 8 5 McCarty No. 36 C o l o San Juan 22.5 615 C M C 2 0 0 1 8 6 McCarty No. 37 C o l o S a n J u a n 225 616 C M C 2 0 0 1 8 7 McCarty No. 38 C o l o S a n J u a n 225 617 CMC200188 McCarty No. 49 C o l o S a n J u a n 225 618 C M C 2 0 0 1 8 9 r McCarty No. 50 C o l o San Juan 225 619 C M C 2 0 0 1 9 0 McCarty No. 52 C o l o S a n J u a n 225 620 C M C 2 0 0 1 9 1 McCarty No. 53 Colo San Juan 225 6 2 1 C M C 2 0 0 1 9 2 McCarty No. 54 C o l o San Juan 225 6 2 2 C M C 2 0 0 1 9 3 McCarty No. 18 C o l o S a n J u a n 225 644 CMC200722 McCarty No. 19 C o l o S a n J u a n 225 64 5 C M C 2 0 0 7 2 3 McCarty No. 20 C o l o San Juan 225 646 C M C 2 0 0 7 2 4 McCarty No. 21 C o l o S à n J u a n 225 64 7 C M C 2 0 0 7 2 5 McCarty No. 22 C o l o San Juan 225 648' C M C 2 0 0 7 2 6 McCarty NO. 23 C o l o S a n J u a n 2 2 5 649 C M C 2 0 0 7 2 7 McCarty No. 24 C o l o S a n J u a n 225 650 C M C 2 0 0 7 2 8 McCarty No. 25 C o l o S a n J u a n 2 2 5 6 5 1 C M C 2 0 0 7 2 9 McCarty No. 26 Colo San Juan 2 2 5 652 C M C 2 0 0 7 3 0 McCarty No. 27 C o l o S a n J u a n 22 5 6 5 3 C M C 2 0 0 7 3 1 McCarty No. 28 Colo San Juan 225 654 C M C 2 0 0 7 3 2 McCarty No. 29 C o l o S a n J u a n 225 655 C M C 2 0 0 7 3 3 McCarty No. 30 C o l o S a n J u a n 225 6 5 6 C M C 2 0 0 7 3 4 McCarty No. 31 C o l o S a n J u a n 225 657 C M C 2 0 0 7 3 5 McCarty No. 32 Colo San Juan 225 658 C M C 2 0 0 7 3 6 McCarty No. 33 C o l o S a n J u a n 225 659 C M C 2 0 0 7 3 7 McCarty No. 35 C o l o S a n J u a n 225 660 C M C 2 0 0 7 3 8 B o b No. 1 1 C o l o S a n J u a n 225 716 C M C 2 0 1 3 4 2 Bob No. 12 Colo S à n J u a n 225 717 C M C 2 0 1 3 4 3 B o b No. 15 C o l o S a n J u a n 2 2 5 718 C M C 2 0 1 3 4 4 B o b No. 17 C o l o S a n J u a n 225 719 . CMC201345 B o b N o . 18 C o l o S a n J u a n 225 720 C M C 2 0 1 3 4 6 B o b N o . 21 Colo San.Juan 225 7 2 1 C M C 2 0 1 3 4 7 B o b N o . 24 C o l o S a n J u a n 225 722 CMC201348 B o b No. 25 Colo San Juan 225 723 C M C 2 0 1 3 4 9 B o b N o. 27 C o l o SanJuan 225 724 . C M C 2 0 1 3 5 0 B o b No. 29 Colo SanJuan 225 725 C M C 2 0 1 3 5 1 B o b No. 30 C o l o S a n J u a n 225 726 C M C 2 0 1 3 5 2 B o b No, 31 C o l o S a n J u a n 225 727 C M C 2 0 1 3 5 3 B o b No., 32 C o l o S a n J u a n 225 728 C M C 2 0 1 3 5 4 B o b N o . 33 C o l o S a n J u a n 225 . 729 CMC201355 B o b No. 34 C o l o S a n J u a n 225 730 C M C 2 0 1 3 5 6 B o b No,. 35 C o l o S a n J u a n 22 5 7 3 1 C M C 2 0 1 3 5 7 B o b No. 38 C o l o S a n J u a n 225 732 C M C 2 0 1 3 5 8 B o b No. 39 . C o l o S a n J u a n 225 733 C M C 2 0 1 3 5 9 B o b No . 41 C o l o S a n J u a n 225 734 C M C 2 0 1 3 6 0 McCarty No. 40 C o l o S a n J u a n 225 735 CMC201361 M c C a rty No. 41 Colo San Juan 225 736 CMC201362 McCarty No* 42 Colo San Juan 225 737 CMC201363 McCarty No. 43 Colo San Juan 225 738 CMC201364 McCarty No. 46 Colo San Juan 225 739 CMC201365 D e s c r i p t i o n

Mine Machinery and. S'ctiionent-

Location:- 2reparties ire Saa Jtian. County, Calorada d e s c r ib e d lit F a r t s Z, IX-and XXX q£ E x h i b i t A.* . O nanjaap mttals cda?cRA?ic?i Hli.i MACHINERY AND. SQUIPMSNT ^ J

DESCRIPTION

• TEE- 32 GO Feed. Leg Drill. CD Wet Stoper Drill * <30" RS S3 Stoper Drill / Slusher Bucket • ■ ■ *' Beebe Air Tugger with Drum Toy Fan Series 1000 X- Mine Fan. 12"' Plymouth Diesel Locomotive 20 Ton Skip and Hoist witH. Safaty Equipment XLS\ Compressor and. Sub-Station X — Mancha^ Diesel Locomotive S Ton X - Card,2ranby type. Ore cars 9 Torr GO- SOOt Compressor Z ~ Ctetf Gtanby Type*Ore Cars la TOxr Telescopic Feed: Lag* for- H3 33 Stop«*- M n Z . ~ FS. Fax* 24.* ^ T o y Fan: Seriesr ICOQ Beebe Tugger Model 2000. S2T3F Feedleg Drill Motor Battery 40 g**T Greenberg Motor 6 Ton, 24* gauge J o y A i r S l a s h e r - Ho i s t , m i l Sterling- Bit. Grinder Toy Air* Tugger Hoist GO: Feed Ley Drill TEE- 62 XEt. Double Drum Air Slusher Hoist- Charging Panel for IV Ton: Mancha- Locomotive* Z r - Rocker Duma Ore car X— ■ T o y Air Hoist ■ E i m c a . 1 2 3 Mucfcingr Machine XSL Air- Tugger Hoist: K i l l e r C u t O f i S a w IQ.-* f X*’ Spendrup: Fait * X— Dry Transformer 10 2C V A Air" Receiver Rectifier Battery Charger ITE, Feed Leg. Drill Joy Air Slusher Hoist Atlas: Battery Locomotive IV TOn Genera tor-Charger MG Set Mancha- Trammer l*j Ton. S- Rocker- Dump ore Car Submersible; ?ump. Rocker Dump Ore Car- Eaton Receiver* Tank- Z- TFL. Feed Leg. Drill 2 ~ Gardner HXE. TUgger Slusher Bucket Hobart Battery Charger Slusher 3ucket HD50* X- Mine ran' I R T u g g p r GD Stoper Drill , X - r Hydraulic Rail Bandar . Slusher Bucket HD30 «2- Receiver Tank V- 'NDASD MSTALS CSSPCEATICN ( ’ .------k ) m i n s m a c h i n e s ? a n d e q u i p m e n t

DESCRIPTION

load King* Hand Holst Z Ton. Load Kin? Hand Hoist S Ton Steel Trolley forr 2 Ton Hoist Steel Trolley for 5 Ton Hoist Goodman Battery Locomotive 3 Ton Hobart Battery Charger U~- Card Granby Type Mine car 57 cuft Feed Leg Machine, with Telescope Leg- Ut Slusher 2SHP Joy Slusher J - TTL. S3 Feed Ley Drill. AlimaJc Hxise Climber M a n Cages- Load King: Hand Hoist- 5 Ton Trolley Tor 5 Ton* Hoist *, Load Kingr Hol£t 5 Ton- Trelley for S Ton. Hoist. * Card Holtless Bucket X * A i r T u g g e r H o i s t , "Camelba.ck.’* C a r Dumper IE- Double Drucr Slusher Hoist Soderhurg- A K F ran. IS"" Soderhurg MAT Fan: IZ^ Greenberg Battery Locomotive X Ton «fcarJc Deck for top of Skip Cage Card Slusher- Bucket Z -■ Black £. Decker Disc Sander Black s. Decker Chipping- Hanzner • Oohrt-Beait Puznp GQ: Ai r Motor-. Man- Cages? */• Mine Cars. I Q Torr. 3— Remington, Air Saw OX TTE. 63: Feed Le^ Drill. DuPont C a p C r i m p e r Boltless. 3 u c k e t Bean- P u m p Silicon Charger 4S C e l l Card Powder Car 36"“ gauge Skip- Cage with Safety Bridle- Powder Car 36” gauge. U t Tugger Sisco 125 Mucking Machine A i r "ans: S H F Drill Column: . Hbcker Dump- Ore' Cars: 24" gauge S k i l S a w Drill. Column * - Mine Car 10 Ton Cable Hollers. HD 40-42 Scraper Slusher 'Bucket Gould Rectifier , Sfcip Cage 12S_ Mucker . . Wet Battery 40 Call* Beebe Air Tugger Type 10 Compressor 600 cfnt Conversion Kit for Muckers 36" to 24" Soderhurg Fa n 16"' Air Motor — GO Diamond Drill, GD KS83 Drill ( O v i DARD METALS CORPORATION O i j------( HIN£" MACHINERY AND SQOTPHSNT v-'

DESCRIPTION

Simco Mucking Machine with Deck m£ ^ . Mancha Locomotive V x T a n . if» Mine Fan*- J»5HST 3>- M i n e F a n * -75HP Sodarburg- ran . 7HP Zr Air- Operated Grease Pimp- Double Druar Slusher Hoist * it — Cylinders 5> Granby Type Ore Cars £ ~ Transformers Dry Type Z r GD. SSfi. 3 2 T e e d L e g D r i l l , *3Er J b y A i r T u g g e r X r Double Dram Slusher Hoist Bean: Electric Puma: GH Tugger Modal HS Battery* Locomotive ff Ton. .-Card HD Slusher Bucket . . , G r o o v e r and. Rolle rs Air Hoist Tugger GD TFLS3 Teed Leg Drill M u c k e r Platform: f o r 123. M u c k e r Remington: Air Saw ‘ 2r~ Double Drusr Slusher Granby Type Ore Cars. 60 cuft 2- GD. REST S toper Drili Hercules Blasting Machine Fan', wi t h M o t o r ,£■- Slusher 3ucket ¿/~ rans. 2a* and 12* Electric Motor 7%HP * Gzr Wet Stoner Drill Hydr a u l i c R a i l S e n d e r M i n e r a m O r e c a r T Tbxr rabrlcated Axles IS”* gauge Screw Compressor PAC Model 300V Transformer Dry Type Slusher Platforms Receiver Tank: Receiver Tank Panel Box for Screw Compressor TSC Battery Locomotive 4S Cell j— Transformer Dry Type' Feed Leg Drill SS3F Lincoln Welder Scott Timber Cars and Transfer Cars. * 2 *. Double Drust Slusher Hoist £— Mine ran* f*. G2. H e a t e r F a n s Porta. PCwer Pump, Hose £ Crane CP Impact Wrench Metal Lathe vith Attachments IS" Rail for Raise Climber High Pressure Triplex Pump. Fans Fabricated Expanding Gate for* Large Cage GZ Trammer lh To n Revised Cage with Safety Dogs 4- IR Tugger • % £ - GO S toper Drill if- IR 2-Drum Electric Slusher Hoist. Raise Climber . A i r Motor d e s c r i p t i o n

Pun» — 2 Stage Electric Motor- 10HF Electric Chain. Hoist " BlackhavJc Ham Assembly Boyles* Diamond DrilX # Wire Line Hoist: GO RBS3 5 toper Drill Sevcon Connector Systenr Eimco Mucker and GD HS83 DrilX Ores Cars* 3 Ton. Trade. Cleaner GO HB82 Drill £ — Koc3c Drill 3 3 3 3 with Telescopic Leg- Coffin. S k i p Jbhzr S e a r Pump. ZSt 2-Drum: Electric Slushing- Hoist «John Sean Puma Sterling: Electric Motor lodestar Chain Hoist TSXS3 Teed Leg- DrilX ¡^m . ED4C-4-2 Slusher Bucket Hemingtoit Air S a w Ut Water Pump 3 - Westinghouse Transformers, 400‘ KVA ^-Cylinders- Coffin Cage Man Hoist GD TELI4 Telescopic Teed’ Leg 35- Lincoln Grease- Cun 4 - Gtt K38X Stapes DrilX CfcntroX System: for Electric. Locomotive Diamond DrilX Joint Sean Pump X— EC Air Tfcgger Hoist T a n s Eimcc 63Q Mucker f-GD HLS3: DrilX T a n s fc-GD *3X14 Drill Eecy J-yalfr H o i s t Z T o n ^ Cylinders ¿ — Control for Greenburg Locomotive ^— Card- Scraper 5HD40-42 Load Pack Scrapers £K340'-4Z. Tale Chain Hoist 5 Ton.. Trolley for- 5 Ton Chain. Hoist Slip. Ring- GE Motor Rebuilt Elat Car */.' Coffin Cages H Caffin Cages W e l d e r John Sean-Pemp Dayton Electric Motor 20H? Pump Sheave » Motor Sheave I3t Electric Slusher Hoist Wire Line Hoist Air Motor 2 ~ Sev-Con Controller-for Locomotive 6 T o n Air Kotof for John Be*n Pump. 3- Oil Filled Transformer 200 KVA 3 — Transformer 232 K7A. 3 - Battery Charger Sev-Con Controller for Lacotnotive 6 Ton V~TO. _ yr NDARD , , iMETALS r- CORPORATTOtt f MINS’ MACHINES? AMP EQUIPMENT V

DESCRIPTION .

Receiving Tan3c 5 o d e r b e r g Fan: W e l d e r Vulcan Denver Slasher T- RC33 RocJc Drills Drill Press: CamelhacJc Dumping System for 3 Ton Car ¿if*. Raise Climber. Kail. Beebe Hoist •/fc~ Ga l v a n o m e t e r C y l i n d e r s X & ru g g e r Card: Loader Frame JType Motor ¿.-''Yale C a a i n Hoists Z Tan. Cyli n d e r s Steel Hoist Foundation for Service Raise Sev-Con Controller for Locomotive Vi Ton. pgj.3,1. with Telescopic Leg A - Hydraulic Rail. Bender Sav-C&t for Locomotive Vt Ton. v Aldozt Car-Stop TXW Maa-Equipment: Cage- Rebuilt: Mine Car 10 Ton C D S t o p e r Drill. ■ 3>Rodt Drills ¿-Rock. Drills ■ Gceessburg Locontbtive- /(X— G r a n b y T y p e Ore:*. Cars. ^ — H O — Z G Slusfaer Buckets Sev-Coa C&ntroIIer for Locomotive 4 Ton P r o s s e r Pirap- Raise Climber Rail S e v - c a n C o n t r o l l e r f o r L o c o m o t i v e 1% Ton. Rail. Benders, Feed Leg Drills ^ RSS2 Stoper Drill C h a r g e r Plymouth Locomotive Caff lag-Hoist Yale Hoist Z Ton Yale Trolley Z Ton Coffing Trolley Transformer: 500- KVA. , Bamstead Still Demineralizer and- cartridges^ •X» Beanr Jalloy Sheet Shaft F a n s Cutlet Cone 15" Fan 16" ^ ; Outlet. Cone Outlet Cane IS" X- Yale Pulift l’i Ton Yale Pulif 1 .1 Ton F e e d L a g s 4- Wet Stoper Telescopic Feed Leg Manual Chain Hoist 5 Ton Card Slusher Bucket Switch Panel T a i t P u m p John Bean ?um? iO » aNDA3D METALS CORPORATION O I ( ) MXNg MACHINE? A2ID EQUIPMENT .. '

DESCRIPTION

CE Shop; Welder J o h n Bfcan. ?vinP j- GD S taper Drill Receiving Tank EUtectic Welder . . ’ J-HGSC1 Slusher Suckefc * Xr Bl o w e r ¿j*~<2D Wet stoper Air Tugger Heist J3t* Double Drum SXusher Hoist. GET T a g g e r HDSO BoLtless Slusher Bucket Sullivan Tugger Vulcan Denver SXusher Eimca 25 Rocker Shovel. ZK Slusher Hoist GO Air Tugger Hoist ^ TTLS3 Teed Leg Drill T r a n s f e r C a r J o y F a n rairbanks-Morse Pump X - RocJc Drill., j u Rock. Drill Card: Granby Type Cre Cars jwcarf Erame Assembly for Ore Cars* GE Dry Type Transformer 75KVa. 2— Vulcan, Denver Double Drum Slusher Hoist %— Vulcan* SluaMer J o y Tan: . 2— Telescopic Rock DrilX 4— GDC 8383. Stooer Drill 2 - Z3t Single- 0 m m T u g g e r -H o i s t . Double Screw Column. GZX Drifting Drill Atlas- Cfipco Tugger GD- Slusher Slusher Bucket ¿ • VGD. Stoper DrilX 3333' Joy Air Slusher 2 - D93- Drifting D r i l l s Vulcan Double * Drum Slusher X3t. Two- Drum- S lusher Drill Jumbo Two Beast Eimco 123 Mucking Machine H o i s t Card: Mine- riat Cars VuXcan. Slusher Eimco 21 Rocker Shovel Carrier Car for Drill Jumbo and Loader CD Air ?um? • GD Teleswping Teed Leg Drill ¿-■GO SS8 sinker Drill Air Slusher SHP * ■- J o y Tugger Mancha. Mo d e l B lh T o n Eimco 123 Joy' Two Drum Slusher Hoist 25K? Atlas Copco Steel Grinder Vulcan Slusher IH Single Drum Air Tugger RSS3 Wet Stooer DrilX IR Two Drum Slusher . "WJD ------ARD METALS CCHPCRATICN ; ( } MINE: MACHINES# AND EQUIPMENT '

DESCBI3TX0N

GD Drifter Drills TFEfî Telescopic Taed Leg* Drill ij— TFL63 Telescopic Feed Leg Drill Air Chain Saw *f- *383 Wet Stooer Drill 4-: Remingta n A i r S a w Electric SîcilX Saw _ E&tra Heavy. Duty Electric Drill . B l a c k & Decker Disc Sander Itanact Wrench* Hobart Battery Charger 4 - Cb o d m a a B a t t e r y L o c o m o t i v e 6 Ton: IX Double Drunr Electric Slusher Hoist fe-6ranby Mine. Cars- 3 Tart 'X3T, Double Drunr Electric Slusher Hoist Volcan Denver- Hoist Generator Set with. Charging Panel £~I2t Air Hoists ¿-Telescopic Teed. L e y n , O-

I X- Milling* Machinery and Equipment Location:. S Millsite, San Juan. County, Colorado

Thickener Tank - 7 Guage Economy Horizontal Closed Coupled Centrifugal Bump Hump. * Rubber lined 17" Impellor & Overhead Base Assay* Electric. Heater £26110 Automatic Scale. 6,r B 5t.IT F o r tabLe Grinder lOO H#£* Motor THD Wisconsin Engine. Delca Motor 30 H.P. 2 - 7%. Century Motor Alenxite Pump £3163.15?- Lead Indicator #6199' Flotation. Equipment:" 5' - Century Motors - 5 5 - G.E* Motors. 10 ffjr* Galigher Laboratory Agitator Flotation. Machine. Krebs Cyclone - Mod* D20 Cyclone. Classifier £-4x6 Mod* 4 Horizontal Vacseal Bump GE 25 5*S. Motor 5 • Century Motors 7% E.F.. #955 Traxcavator * - D C T Caterpillar Tractor Michigan 73A tractor Loader Denver Cone- Type dry reagent Feeder Tfrlesmith jau crusher with motor & drive; 5C*ron Scale: 5 ** 2 Clarkson. Mod* .0-2- 1S-3 Stainless Steel raagent. feeders Automatic. Sampler Magnetic Separator 3-.ai~ ft* Tilting:-mixer 374J* De n v e r Lab.- Siap lex Sump, < .2 * 21!*' Denver Automatic Samplers- #2 Sample Cutters H-6-5. Ruber-Lined pump CHIC Denver cone-type* Hup. Reagent Feeder D r y Reagenc Te e d e r 4- - ■■ Hestinghouse Motors- 15 BT*F. Link Belt Feeder Tacuuat Cleaner Model 30 fork lift Fork Lift Attachments: for 35a /#551712 12. Model E Clarkson Feeders Filtrate Pump; w/3"“ Impeller Roots' #710 Hlowes /15 'K.Z. Compressor F 325 Reagenc Feeder Jig: 12 x 13 * . Amalgamating, 3arrel* Lodestar Elec. ch*tn hoist - Model K DFC ntr Elower #0 - #3MI2L 3 x 12 S i m p l e x Mineral Jug: Enclosed 6 ntr. f 100 h.p. Simplex 100«ton jack

Toledo portable deal scale Mod. I3321x’e 75A Michigan Loader .■ *..• Duplex Jig Size 24" x 36" Lodestar Elec. chain Hoist , 1/2. H.P. Electric motor Vestinghouse Frame- *¿444 Sweco Vibro Energy Separator 2 - Mod. NC4 Lightnin mixers 167 SC7A single 6 pole type transformer General purpose, 26 breaker 6" I3H. 20" Pettibone pump I V 005 Type Q valuua -3oemes & Co. Pump Cylindrical Tank 61 x S"- open cap Denver Mach. - Gold pan - 3 pans 6 electrical motor Michigan_ Loader ______Ô

v. y

Spencer Turbo Compressor 20 Rçr. #1520-IAD. Analytical Scale: M5S/A- TEFC motor 15 H'*2- Keller- Hy-duty Power Hack S a w Barnscead Water Discilling Apparacus Bfcctean Eleccromata P.E* Me.ter Z - Hoshiba electric motors Impact wrench. Dresser #WT 1220A î x f r Ball. Mill Motor Controller Lightnia Mixer- NC4 transformer & Pad 5 Acetylene cylinders Toshiba Electrical Motor 40. H*Pv Toshiba, capacitor bank. Toshiba motor 300 E.F. 6000. SS3C » 300. E.2. coupler *- Z » 20. E«E*. Toshiba no tors TEFC *?236T $ — 250 K7A. Transformers IT, 000: T C-ll-5 Ash- pump. 2L,r dia* L -* 50 H**2.. 1800 rpo.-fflocor.THFC 326T. 1 - 75 K7A Transformer Dry Type 1.-50 E.P* 1800 rpta mator, XZFC 326T A l l i s Chambers - 4 wheeL loader 2X!r dia«. A s h puap grama: C-ll-5 Kreba Cyclone; Mod. D-15-B with; Hydraulic, operation Anderson Varia cris? compression, cool Mo torizing: HA-SON 3ridge: Crane: 3" Fusion Machina ■Motor Controller Cor Coepeon-Parkiason Lightning: Mixers: "C4~ * 4- E.2.. Spring cushioned. druat truck. - 100Q rfcap.. Douglas; Scale- veightometer 26» Lightening. Mixer .1/4. H.2V Model KC4- 19-71 Allis: Chalrers 4- wh e e l loader Xohzr Béait Sprayer w/1 • 123-500Q Spraying (Tun & 16

2 - Automatic Sampler mechanism. Denver Duplex. Wet Reagent Feeder Fairbanks Morse. Built together pump #5551 Q m s a AC 25a Lincoln welder RE. oecer. Med- 5 . ^ Safe 5 &. U 4 E.2:. offset drill V 9 x S / 4 E*2- 53522. Bui lt together pump Model £-43445 Cheaox: Breathing; Apparatus o'

P.O. Box 247 Silverton, Colorado 81433 March 23, 1984 VEHICLE ASSIGNMENT (303) 387-5533 Mise» Staff Company # Hake Seriali Tag #

V1ce President 13-022 1981 Chev. 1GCGK24M9BS120226 ZE-417 Assist. Gen, Mgr. 13-036 1982 Bronco 1FMDU15G8CLA37460 VZB-144 Assist. Compt. 13-034 1980 Cordoba. SH22CAR124233 ZE-1024 Ourango Shuttle 13-026 1981 Sub. 1G8EK16L5BF114934 ZE-975

H1ne Department

Mine Supt. 13-035 1982 Ford 1FTDF14G7CPA32789 0015-ZE 13-016 1978 Chev. CKL248J174598 ZE-259 Crew Bus 11-004 1974 IHC 13672DHA44811 VZB-203 Crew Bus 11-003 1973 IHC 13672CHA47685 ZE-1125 Crew Bus 11*005 1974 IHC 13672DHA45107 VZB-202 Crew Vehicle 13-019 1976 Sub. CKL266G137090 ZE-672 Crew Vehicle 13-018 1976 Sub. CKU166F162187 VZB-296 Ambulance 13-007 1974 Ford E14AHU86536 ZE-211 M111 Department

M11T Supt. 13-029 1981 Chev. 1GCGK24M7BF349514 ZE-453 Tailings Pond 13-014 1978 Chev. CKL248F307871 ZE-61 Utility Truck 13-010 1977 Ford F14BLY21409 ZE-187 Tailings Cyclone 11-002 1973 Ford B75EVS30726 Maintenance Department

Maint. Supt. 13-027 1982 Chev. 1GCGK24M2CJ104201 ZE-501 Chief Elect» 13-009 1977 Ford F14BRY44730 ZE-186 Maint. Pool 13-011 1977- Ford F14BRY44729 ZE-185 Maint. Pool 13-006 1974 Bronco U15GLT70498 ZE-209

Security Department

Chief Security 13-021 1981 Chev. 1GCGK24M5BF312641 ZE-401 Crew Vehicle 13-020 1980 Blazer CKL18AF147771 ZE-883 Safety Department

Safety Di rector 13-032 1981 Chev. 1GCGK24M2BS178131 ZE-474 Production Department

Producti on Mgr. 13-028 1981 Chev. 1GCEK14H6BF343871 ZE-454

Purchasing & Warehouse

Flatbed Del. 13-001 1966 Ford F60CR762875 ZE-0072 Flatbed Del. 12-001 1959 Ford F81F9U48939 ZE-006 Flatbed Del. 12-002 1971 Chev. CE531P112442 ZE-439 Del. Pickup 13-033 1981 Chev. 1GCGK24M9BF392624 ZE-473 Del. Pickup 13-012 1978 Ford F14BRBG5520 ZE-248 Engineering Department

Engineering 13-031 1981 Blazer 1G8EK18H2BF133210 ZE-1082 Environmental 13-030 1981 Chev. 1GCGK24M1BF345006 ZE-455 Geology 13-024 1981 Chev. 1GCGK24M3BF323086 ZE-406 Chief Engr. 13-017 1978 Chev. CKL148J189808 ZE-270 Pool 13-015 1978 Chev. Pool CKL148S192807 ZE-256 13-004 1973 Ford F26YKRC2581 ZE-69 o o(' )

T he following constitutes the most recent list of major Mine Machinery and Equipment located in San Juan County, Colorado and there may be duplications of items listed ■in the foregoing.. The following is not intended to be merely additional to the foregoing unless there is clearly no duplication with any of the foregoing.

M}UIPHENT LISTING **♦

Kim DAT** 4/21/83 huckers- iio -

wmmmmnmmmi EQUIP. TYPE I.OCATIOa . QUA» SMC 10* i n u i f. COMHEKTS E1HC0 2} AT U T IL UO-OOt EIKC0' «3 0 .. .. AX PORtAL Í EIHCO 630 AT FOtTAIr E1HC0 22 CL 1225DR EIHCO 21 . ___ ... .CL.Í765M.______EIHCO 21 PL 216308 E1HC0 21 EL. 2 2 9 0 S r . . ELHC0 2 ! .. _ n . 2650r ? ______EII1C0 21 CL 28800V EUtCO 128 CL. 2390 ------E1HC0 128 ______PL-WM;______EIHCO 128 HL BIMCO 128 n . . EIHCO 121 CL EIHCO 128 EL eiHCO 128 ______BWC0J28... . EIKC0 128 EIHCO 128 AT OUTSID* .. ... CATO.32 0 .. FT: !A20 36* SCORPION AT 8I028S 2 4 ' SCORPION HL "atlas copeo* LM-55"

« m DAT*} 9/11/63

ROCKER BOTTOM OWE CAM - 310-

tQ tltf TYPE LOCATION QIMN SERIAL 9 COMIENTS

60 cu.rr. UL 9 20 CU.PT. 0L 2 20 CU.PT» EL s 20 CO,FT. PL z 20 cu.rr. A

RUH OATE: V I1/ 83 flWLSMl- 290-

QUAN SERIAL t SNC 10 9 COMMENTS ■ •••••■ ••a

lARESHORE CL > 2 9 0 - LAKPSItORE El. J CARD El. 5 UXESttORC F t 11 CARD FL IS TIW PL 2 CARD rUtlOT tH USE) 9 TIW , CL 9 powder cars’ 5

Rim DATE: 5/11/13

ORE CAA3- 370-

EqUIP TYPE LOCATION QUAN 6 ERIAL SMC ID f COtMEHTS > • • • • • « • • !

36" CAUCE 9T AT 6 310- 36" GAUGE I0T ATÍ1 OUTSIDE) 1 36" GAUGE 7T AT 9 36" GAUGE 10T OUTSIDE 1 370- FEAHE POWDER AT 2 LOU EOT AT 2 — ...J HARRISON WEST AT 4 FLAT AT 1 LOU SIDED AT ' 2 RtTN liATE: 5/II/H1

JCHRH A CHILLS- JW -

Eqt'IP TYPE LOCATION (.CAM S M I At I SMC ID # coKHitrrrs AC RAC 30« EL2320R8E ! 330- 6.5" ROLES 12 HACIMM JUM. EL2300 1 350- SETUP POR JACK LCC KACR1KE G.O. MttlfCUtKt CL! 22501 t 330- 2 BOOK JUMBO i.e. lm-iqo pluoopr i 350- I BOOH JOHN)

BW DATE: 3/II/R3 PIAHOHP llH ltll« 120- •HnnMMMMnnaiMntiHfciatiiin EQUIP TTPE LOCATION IJHAÜ * » u t SIC ID | •«••lH (M (tauiH u»aiarlkaM IIIna ’ * COMMENTS

to n.es jv a r u i » D«, t 120* BOYLES JVA CL27M DR | BOYLES JVA FLEWC1. SHOP I 120- rot tit e s r

(UN DATE: 3/It/M CQHPpMSOtS- 100-

tquip TYPE LOCATION WAN se r ia l # 3NC ID# COMMENTS •••■ ••••■ »«■ •••••»••••»••••«••■ •»•••a »•*•••••9« Ml

NEU XIX NL 100- 2AS0CPM 9 10,000' OLD XLE HL 100- JlOOCfH t 10,000' IR 123 HL 100- BAD CONDITIO» IR (00 8CSKV KL 100- MOCTH JOT 1200 SCRCtf PL 100- '1200CPH “ " —

*vn DATE: 3/11/11 LOCOMOTIVES -BATTERY» 270-

EQUIP TTPE LOCATION •jman SERIAL # SMC ID# •mmmmmmmmmmrnmm COMMENTS

AT GREEflSfttTRG CL 2 270- **T CREEWIURff’ CL " ...... f -s 'if AT CREEÜ3BU1G CL(BEITC ttCP.) I ST COO WAN PL I «T COODMAN PL * I 6T G.E. PL | 6T GREEKStURG PC. | *’ 4T GREENSBURG ** I t — ...... - J - K 5T MANCRA . EL | l.S T KANCQA CL I * *t creewidrc— cc------| - 2T CREEHStURG PL 2 l.S T MARCH A PL 4 ir s T ATLAS**' t i ------I * I .ST KANCRA CL 1

Rtm DATE: 5/11/83

IQCOMiTIVES-DirSEL- K 0-

EQUIP TYPE LOCATION QUAN SERIAL # SNC ID # CQMHENTS

20T PLYMOUTH AT u o - 1ST PLYMOUTH AT 12T PLYMOUTH AT 8T PLYMOUTH PL 6.5T PIYHOUTU PL «T KAIICIIA PLiwrr in use) 6T PLYHOUTTI FUHRT I» USE) r»t- ♦ M TMV r.**r. ir**» H.37KW* .► ¿H HC» mi ft tu W (*'U •> HP fc.R rtfSiv'Ofi*- C L 2 5 W S P CLS.VW^D ¿ p HP ELECTRTC CL275SSP «1 tLÉ7f,!,SP na ' " £763DR ¿V> MP M R LLÊ*50 .'NU.! NT CLS758SP . " CL WASTE PASS CL3465DP rti&CTMG" ÜL úne Pftöä'” CL2SM» STATION CL376*3TUr. TFR. *55H» JDftUM* 6 U C . ÜL'27fc0ST~ ' SS HP ELECTRtC DL87*® SCRAW DLSS09STOT. T5ü>iáiíssf------■** HP ELECTRIC EL2¿9M P '¿S HP~ÉCÉÈTRf(i ÉL2â9«SP SS wo ELECTRIC EL2300SD SS HO ELECT. IR EL30109P ^ T M "ËLÉCTÏÏIÏÏ“ et_¿0aesp EL3270SP EL3770SD feUCaá ‘SHOP EUSO T 9TATI0M EL 8TAT.TERRY “■si’Hö ^ m c t R r t r ’>C3'fi70§D *g— FL36S0SO .... FLM2QSO ' * ÊETiâôSD 2 2 HP ELECTRIC F L2130 t SS HP ELECTRIC F L2169 t ™ " “ • -*“■ •“ "FCS^iäb*“ ...... ' PL¿6S06D ¿*¿ rtP ELLCTRIC FL57CWD • z z HP ELECTRIC. FL167CST '* c :s HP ELECTRIC rLS4*«P9T a ; W, Hf* ELECTRtC FLJ£0Ï>5T À -9 H k E C R IC FLj ü .'SI ♦•ö- r.îcrnic FL;T;lC'»'ISa.f' ; P i.n r w s " FUSW.?tf**P P j i l f D S

H « U U I CM'» Hi M* OIR Fk. Ç *!.1*. " ,40t' * H. WASH. STAHÜN pl37*»i smnoN '¿^ hm portate ~ t i U ? w \ h GLi?î*%»50 .»o •«> tw rc in ic « L i s a i t I 2: mi ELECTRIC GlïsSpst '- i' GLSI3» GL1SS5DR *'"* bLi-ÖM^RR ' - * • GL^7(ipR GLiBflv^.iC ...... GLfiSSfcRSE ‘ " ~ GL SHOP

. . . ------...... ------^ g g g p j - -^r A n W - HUBSiJSD HL2304SO ...... ” NC* SMdP7STftT fON--- PMER. TUNNEL LEV. MASH.AMER.TUN.L. ■SS'Wp-ELÊCTRIt RKER. TUft.WOUSHO’— AMER. TUN.MECH.SH 2Ü HP ELECTRIC AT PORTAL a DO ScUSHER TO DE REBUILT 10 HP A I»...... AT PGflTSL ’ * ---- r Run 5/11'03

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luiaifm aaa. EPUJP Typ. LOCATION OLhN SSRIW. • SMC 10» COMMENTS ou nr t»iM i*st>M iBRt«M iiM naaia4«aB*M «iB«i**«M aHa»aM sr * 2 * FL Ê44W3 F t ...... — FL-330Í&ST______I______-- .. . ------—----- FL 3£3V*ST I 6«; 1SAGST 1 --- . AT 0OHTAJ______J ------...... - ...... — ------CL 2QOQRS 1 GL SS30RS 1 O 'Q ^ - O MINE EQUIPMENT-MISCELLANEOUS

120- Gardner-Denver 83 Jacklegs and Stopers 2- Gardner-Denver 93 Drifters 3- Gardner-Denver D89 Drifters 1- 150 h.p Roots Blower 2- .50 h.p. Mine Fans 2- 40 h.p. Mine Fans 30- 12"* 16" and 20" Fans . 1- 125 h.p. Single Drum Hoist/Skip- Main Level 1- 150 h.p. Single Drum Hoist/Skip- F-tevel 5- Bean 1122 Water Pumps 2- Alimak Raise Climbers (1 not usable) 1- Wagner ST-2D Scooptram

ADDITIONAL SURFACE EQUIPMENT

3- 950 Cat Loaders (1-rental/purchase) 1- D7G Cat Dozer 1- 910 Cat Loader (rental/purchase) 1- D-3 Cat Dozer (rental/purchase) 1- 550 Mel roe Bobcat 1- Bowie Hydro Mulcher- 1100 gallon capacity 1- 16,000 pound capacity Tandem Axle Trailer 1- 36" California Switch 1- 35'XIO* Envirod ear Thickener

WATER TREATMENT PLANT EQUIPMENT MAJOR EQUIPMENT

1- Eimco Drum Filter 4'x6* Diameter 1- Vacuum Pump SiHo 25 h.p. 1- Thickner 10' Diameter 1- Speed Mullor Beardsley-Piper 30 h.p. (Mixer) 30 h.p. drive \ fANDARD METALS CORPORATION f ) Sllverton Colorado

MAJOR EQUIPMENT LIST MILL OWSHEET NUMBER MOTOR DESCRIPTION SIZE MANUFACTURER QUANTITY HORSEPOWER 1 Jaw Crusher 25"x36" Tel smith 1 100 2 • Rod Deck Screen 4 ' x 8 ‘ Symons, K-Type 1 5 3 Standard Cone Crusher 41 Symons 1 100 '.4 Short Head Cone Crusher 4‘ Symons / o o 1 M 5 Fine Orejin 251x351 1 - ... (970 ton cap) * • 6 Rod Mill 8'xl2* Dominion 1 400 _ 7 Spiral Classifier 54" Denver 1 5 8^_____ Constant Level Sump 7’hx4'wx6,l and Pump 8"x6" Sherman-Hoff / I“ , 50 9 Cyclone. D20 Krebs 1 10 Ball M1T1 8fx6' Marcy 1 250 11 Primary J1gs 2 4 " x 3 6 “ Denver 2 2 12 Shaking Table No. 6 Deister 1 2 13 Amalgamation Drum 36"x48" Denver 2 5 14 Electric Retort 80 kg cap TIW 1 _ 15 Lead Flotation Conditioner 8*x8' Denver 2 5 16 Lead Rougher Flotation No. 60/100ft3 Gallgher 4 25/2 celT 17 Lead Scavenger Flotation No. 60/100ft3 Galigher 6 25/2 cell 18 Regrind Sump & Pump 6»x6" A-S-H 1 30 *9 ... Regrind Cyclone 020 • Krebs 1 m 20 Regrind Ball Mill 6'x5' - Stearns-Rogers 1 150 21 Scavenger Jig 12"xl8H Denver 1 2 22 Lead Cleaner Flotation No. 18/25ft3 Denver 10 7.5/2 cell 23 Lead Filter 6'x2 disc Denver 1 1.5 24 Lead Thickener 32'xlO* Dorr-01iver 1 5 25 Zinc Flotation Conditioner 8*x8 Denver 2 2 26 Zinc Rougher Flotation No. 24/50ft3 Denver 6 25/2 cell 27 Zinc Scavenger Flotation No. 24/50ft3 Denver 6 25/2 cell 28 Zinc Cleaner Conditioner 81 x8' Denver 1 ’ 5 29 Zinc Cleaner Flotation No. 24/50ft3 Denver 6 15/2 cell 30 Zinc Filter 6'x5 disc Eimco 1 - 1.5 jor“Equipment List ge ?

OWSHEET MOTOR NUMBER DESCRIPTION SIZE MANUFACTURER QUANTITY HORSEPI 31 Zinc Thickener 32'xlO' Dorr-01iver 1 5 32 Cyanide Leach Tank 13'xlO’ TIW I 25 33 Disc Filter 6 ‘x3 disc Eimco 1 2 34 Pregnant Solution Tank ll'xll' TIW 1 • 35 Zinc Precipitation 50 gpm State of Maine 1 8 36 Oore* Furnace m m 1 .5 hp (Gas fired) 37 Barren Solution Tank 7'x7' TIW 1

Additional Equipment 1- Gardner-Denver 300 cfm Screw Compressor 1- Gardner-Denver 200 cfm Recip. Compressor (portable) 1- 400 h.p. Toshiba Motor (spare for Rod Mill) ,1- 250 h.p. Motor (spare for Ball Mill- 8x6) 1- 150 h.p. Motor (spare for Ball Mill- 6x5) 1- Wilfley 5K 50 h.p. Pump- Tailings 1- Krebs D20 Cyclone- Tailings 1- Galiger 30 h.p. Pump I- Head (spare for Shorthead Crusher) 1- Head (spare for Standard Crusher) 1- 100 h.p. Motor (spare) 1-50 h.p. Fan (crushing dust collection) 1- 25 h.p. Blower (flotation) 1- 50 h.p. Roots Vacuum Pump 1- 100 h.p. SiHo Vacuum Pump