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Re: adijas post# 5665

Wednesday, 03/29/2017 12:16:23 PM

Wednesday, March 29, 2017 12:16:23 PM

Post# of 15281
USPR 8K lots of nice news but need to ready.

1. $3.5M INVESTMENT
2. RETIRE OF $4M DEBT

booooOOOOOOOOOOM

Pursuant to the Joint Venture Agreement, the parties are to form a joint venture entity and Marigold will act as the manager of the joint venture. The Company agreed to contribute its eight mining concessions located in Michoacán, Mexico consisting of approximately 37,000 acres (see discussion concerning the Solidaridad I concession in the “Mexican Litigation” below) to the joint venture and Marigold agreed to contribute the sum of $3.5 million to the joint venture to be used exclusively for the exploration and development of the Concessions, which sum was verified as part of the Company’s due diligence activities. In addition to the forgoing contribution, Marigold agreed to (i) assume and discharge a total of approximately $1.5 million of outstanding debt obligations of the Company and (ii) use its best efforts to discharge an additional $2.5 million of debt obligations of the Company.

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