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Bought back in 10 of the 2017 $32 calls last week at $3.40 to start.`
Update is finished, its being scheduled with the email service to go out.
18. 24. 41 please
Odyssey Marine Exploration Reports Second Quarter 2015 Results
TAMPA, Fla., Aug. 07, 2015 (GLOBE NEWSWIRE) -- Odyssey Marine Exploration, Inc. (Nasdaq:OMEX), a pioneer in the field of deep-ocean exploration, reported results for the second quarter ended June 30, 2015.
Q2 2015 Highlights
Odyssey stockholders approved all of the proposals described in the company's definitive proxy statement relating to the annual meeting of stockholders on June 9, 2015, including the proposal to adopt and approve the strategic financing agreement with Minera del Norte S.A. de C.V. (MINOSA), an owner and operator of mines and vertically integrated processing facilities (with worldwide assets of more than $750 million and net sales of $900 million), to facilitate Odyssey's offshore exploration business.
MINOSA extended $14.75 million in debt financing to Odyssey. In addition, Penelope Mining LLC, a wholly owned subsidiary of MINOSA, has the contractual right to invest up to $144 million in convertible preferred stock of Odyssey under certain conditions as detailed in an Odyssey proxy statement and related documents available via the investor section of the company's website at www.odysseymarine.com.
Through active cost management efforts, Odyssey improved consolidated net operating cash flows by 25% ($4.2 million improvement) and reduced total comparable operating expenses by 33% ($3.0 million cost reduction) in the second quarter of 2015 as compared to the same quarter a year earlier.
Exploraciones Oceanicas, S. De R.L. De C.V. (ExO), a subsidiary of Oceanica, elected to re-submit the Environmental Impact Assessment (EIA) for the proposed dredging and recovery of phosphate sands from the "Don Diego" deposit off the coast of Mexico. The decision to do so was intended to allow additional time so that ExO, in coordination with the technical and environmental team at MINOSA, could brief government officials and community leaders in the region so they thoroughly understand the details of the project and the positive effects it will have on the Mexican agricultural industry, their state and local communities.
The team aboard the Odyssey Explorer vessel completed search and preliminary inspection operations on the "Olympus" Project, which includes a cluster of five 20th-century shipwrecks believed to be carrying significant cargoes of gold and silver at the time of their sinking in the northern Atlantic. All shipwrecks were located by Odyssey and varying degrees of reconnaissance work was conducted in order to collect data on each wreck. This included multibeam surveys, sub-bottom imaging and visual inspections using a remotely operated vehicle (ROV). The information gathered during this expedition is now being analyzed to determine the financial and technical feasibility of recovery operations on one or more of the shipwrecks in the "Olympus" Project area. Preliminary work to prepare for recovery operations on at least one of the targeted shipwrecks can be performed from the Odyssey Explorer.
Aboard the Dorado Discovery, Odyssey technicians using Odyssey equipment conducted scientific experiments and cable repair work under contract to Pelagic Research Services. The team successfully completed several complicated deep-ocean tasks in the Pacific Northwest region for government and university clients including the National Oceanic and Atmospheric Administration (NOAA) and the University of Victoria.
A new mineral deposit project is also being developed by Odyssey and an application for rights to the tenement area that it lies in has already been filed. In anticipation of acquiring the mineral rights to this prospective deep-sea mineral deposit, Odyssey has developed an expedition plan designed to assess the potential viability and value of the resource. Odyssey's marine operations team stands ready to execute this program as soon as all necessary permissions are secured. The company plans to provide more details on the project as it develops.
The Marine Management Organisation (MMO) conducted a public consultation in conjunction with the Maritime Heritage Foundation's (MHF) application to proceed with archaeological work on the Victory-1744 shipwreck site. The consultation period is now closed, and MHF expects to soon receive the results of this process. Separately the MHF is awaiting approval from the Ministry of Defence in order to proceed with the recovery of at-risk surface artifacts.
Management Commentary
"The strategic financing agreement with Penelope Mining, which received strong stockholder support, has the potential to transform our company and increase stockholder value dramatically," said Mark Gordon, Odyssey president and chief executive officer. "It will not only provide capital necessary to move forward on our pipeline of offshore projects, but more importantly we believe that the strategic guidance and resources will be a crucial catalyst to our future success."
"As indicated in the definitive proxy statement, the earliest initial closing date for the equity transaction is 150 days from the date of the agreement, or August 8, however we have not yet met all of the conditions outlined in the agreement. We have received assurances that that Penelope Mining's parent company, MINOSA, intends to proceed with finalizing the transaction upon satisfaction of the conditions. As a demonstration of their commitment, the strategic investor is working very closely with us, dedicating substantial time and corporate resources to assist us to reach the closing as soon as possible.
"We also have been working closely with the MINOSA team on activities connected to the environmental approval for the ‘Don Diego' deposit and I'm confident that the approval will be forthcoming. Over the past few weeks the MINOSA and Oceanica teams have jointly completed a series of productive meetings with various government officials that have led to increased understanding and support for this project.
"We will continue to focus on strengthening our financial discipline which has been demonstrated by our 25% improvement in net operating cash flows and total comparable operating expense reduction of 33% compared to second quarter of last year."
Q2 2015 Financial Summary
Total revenue in the second quarter was $0.4 million, a $.01 million increase over the revenue in the same period a year ago. The majority of revenue in both quarters was generated from the sales of inventory items such as coins. The second quarter of 2015 included $0.2 million of expedition revenue resulting from the chartering of the company's services to a third party.
Marketing, general and administrative expenses increased by $1.0 million from $2.4 million in 2014 to $3.4 million in 2015. This variance is the result of (i) a reversal (reduction in expenses) in 2014 of a 2013 bad debt provision of $0.5 million, (ii), increased legal and transaction costs in 2015 related to the Stock Purchase Agreement signed with MINOSA and the subsequent Shareholders approval of the Agreement in June, and (iii) the accelerated vesting of restricted stock units related to the retirement of the company's General Counsel in June 2015.
Operations and research expenses increased by $0.1 million from 2014 to 2015, however there were several changes in the components of this expense category. The second quarter of 2014 included a credit to expenses (reduction in expenses) of $3.5 million for the Priority Cost Recoupment on the SS Central America shipwreck project, but also included higher operating expenses in the period since the company's Odyssey Explorer vessel was working full-time off-shore on this project. The company also leased the Dorado Discovery vessel the same period a year ago on a full-time basis for mineral exploration projects. The second quarter of 2015 did not include any credit to expenses for a shipwreck project, but vessel costs were lower since Odyssey did not charter a vessel during this period and the company's Odyssey Explorer vessel worked full-time off-shore for only one month in the period.
Total operating expenses for the second quarter of 2015 were $6.4 million compared to $5.2 million in the same quarter of 2014. Although this may look like an increase of $1.2 million or 23%, operating expenses have been managed down significantly. If the 2014 numbers are adjusted for the one-time credit to expenses related to the 2014 reversal of the bad debt provision ($0.5 million) and the 2014 credit to expenses for the SS Central America project ($3.5 million) and adjust the 2015 operating costs for the one-time non-cash expense related to the June 2015 retirement of the General Counsel ($0.2 million), then total operating expenses were actually reduced by a third or by $3 million from the second quarter of 2014 to the second quarter of 2015.
The net loss in the first quarter of 2015 was $6.1 million or $(0.07) per share, as compared to a net loss of $4.0 million or $(0.05) per share in the same year-ago quarter.
Cash and cash equivalents totaled $5.6 million at June 30, 2015, an increase of $2.5 million from the $3.1 million at December 31, 2014. The increase was primarily due to financing cash inflows from the recent loans made to Odyssey by MINOSA in the period March through June 2015.
Financial debt of the company increased by $14.0 million in the first six months of 2015, from a balance of $21.2 million at December 31, 2014 to a balance of $35.2 million at June 30, 2015. From March 11, 2015, through June 30, 2015, Odyssey received loans from MINOSA for a total amount of $14.75 million.
In the first six months of 2015, operating cash flows improved by $4.2 million, or over 25% compared to the same period a year ago. The improvement is a result of actions taken to reduce expenditures, such as terminating the long-term lease of a vessel and eliminating certain corporate positions. In the first six months of 2015, investing activities generated net cash inflows as Odyssey took actions to sell certain assets, such as one of its buildings, as well as reducing capital expenditures. Financing activities also provided significant cash inflows in 2015 as Odyssey the entered into the loan agreement with MINOSA.
The SEC Form 10-Q is available via the investors section of the company's website at www.odysseymarine.com as well as the SEC's website at www.sec.gov.
Conference Call
Odyssey will hold a conference call to discuss the second quarter results later this morning at 10:00 a.m. Eastern time.
Shareholders may submit questions for management to address on the call by emailing IR@odysseymarine.com.
Date: Friday, August 7, 2015
Time: 10:00 a.m. Eastern time (7:00 a.m. Pacific time)
Dial-in number: 1-888-684-1259
International dial-in number: 1-913-312-1510
Conference ID: 8532076
Webcast: http://public.viavid.com/index.php?id=115731
The conference call will be webcast live and available for replay via the investor section of the company's website at www.odysseymarine.com.
Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Liolios Group at 1-949-574-3860.
A replay of the call will be available approximately two hours after the call through September 7, 2015.
Toll-free replay number: 1-877-870-5176
International replay number: 1-858-384-5517
Replay ID: 8532076
About Odyssey Marine Exploration
Odyssey Marine Exploration, Inc. (Nasdaq:OMEX) is engaged in deep-ocean exploration using innovative methods and state of-the-art technology for shipwreck projects and mineral exploration.. The company also maintains a Facebook page at http://www.facebook.com/OdysseyMarine and a Twitter feed @OdysseyMarine. For additional details on Odyssey Marine Exploration, please visit www.odysseymarine.com.
Forward Looking Information
Odyssey Marine Exploration believes the information set forth in this Press Release may include "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. Certain factors that could cause results to differ materially from those projected in the forward-looking statements are set forth in "Risk Factors" in Part I, Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the Securities and Exchange Commission on March 16, 2015. The financial and operating projections as well as estimates of mining assets are based solely on the assumptions developed by Odyssey that it believes are reasonable based upon information available to Odyssey as of the date of this release. All projections and estimates are subject to material uncertainties, and should not be viewed as a prediction or an assurance of actual future performance. The validity and accuracy of Odyssey's projections will depend upon unpredictable future events, many of which are beyond Odyssey's control and, accordingly, no assurance can be given that Odyssey's assumptions will prove true or that its projected results will be achieved.
Cautionary Note to U.S. Investors
The U.S. Securities and Exchange Commission (SEC) permits mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. We use certain terms in this press release, such as "measured" "indicated," and "inferred" "resources," which the SEC guidelines strictly prohibit us from including in our filings with the SEC. "Inferred mineral resources" have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. U.S. investors are cautioned not to assume that part or all of the inferred mineral resource exists, or is economically or legally mineable, and urged to consider closely the disclosures in the our Form 10-K which may be secured from us or from the SEC's website at http://www.sec.gov/edgar.shtml.
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
Unaudited
June 30,
2015 December 31,
2014
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 5,624,342 $ 3,143,550
Restricted cash 233,550 520,728
Accounts receivable and other, net 280,212 6,476,049
Inventory 336,047 674,992
Other current assets 501,262 655,662
Total current assets 6,975,413 11,470,981
PROPERTY AND EQUIPMENT
Equipment and office fixtures 24,320,000 24,895,343
Building and land 3,764,103 3,758,688
Building and land held for sale — 1,024,999
Accumulated depreciation (22,436,187 ) (22,443,492 )
Total property and equipment 5,647,916 7,235,538
NON-CURRENT ASSETS
Accounts receivable 6,290,465 —
Inventory 4,985,525 5,110,967
Other non-current assets 1,364,690 1,272,053
Total non-current assets 12,640,680 6,383,020
Total assets $ 25,264,009 $ 25,089,539
LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 2,502,591 $ 5,070,973
Accrued expenses and other 3,482,420 2,387,962
Deferred income 383,148 —
Derivative liabilities 2,477,458 2,226,445
Mortgage and loans payable 23,342,488 9,356,724
Total current liabilities 32,188,105 19,042,104
LONG-TERM LIABILITIES
Mortgage and loans payable 11,828,662 11,808,157
Deferred income and revenue participation rights 4,643,750 4,643,750
Total long-term liabilities 16,472,412 16,451,907
Total liabilities 48,660,517 35,494,011
Commitments and contingencies (NOTE H)
STOCKHOLDERS' EQUITY/(DEFICIT)
Preferred stock - $.0001 par value; 9,567,600 shares authorized; none outstanding — —
Preferred stock series D convertible - $.0001 par value; 242,400 shares authorized; 0 and 32,400 issued and outstanding, respectively — 3
Common stock - $.0001 par value; 150,000,000 shares authorized; 89,778,081 and 85,582,502 issued and outstanding 8,978 8,558
Additional paid-in capital 202,234,593 198,323,630
Accumulated deficit (218,267,941 ) (202,427,252 )
Total stockholders' equity/(deficit) before non-controlling interest (16,024,370 ) (4,095,061 )
Non-controlling interest (7,372,138 ) (6,309,411 )
Total stockholders' equity/(deficit) (23,396,508 ) (10,404,472 )
Total liabilities and stockholders' equity/(deficit) $ 25,264,009 $ 25,089,539
ODYSSEY MARINE EXPLORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS - Unaudited
Three Months Ended Six Months Ended
June 30,
2015 June 30,
2014 June 30,
2015 June 30,
2014
REVENUE
Artifact sales and other $ 226,733 $ 323,264 $ 321,174 $ 887,866
Exhibit 12,500 25,000 33,352 26,484
Expedition 204,310 — 204,310 —
Total revenue 443,543 348,264 558,836 914,350
OPERATING EXPENSES
Cost of sales - artifacts and other 164,589 57,885 377,465 177,490
Marketing, general and administrative 3,354,227 2,394,323 6,370,213 5,408,848
Operations and research 2,889,590 2,747,707 6,251,056 9,843,390
Common stock issued for subsidiary stock option settlement — — 2,520,000 —
Total operating expenses 6,408,406 5,199,915 15,518,734 15,429,728
INCOME (LOSS) FROM OPERATIONS (5,964,863 ) (4,851,651 ) (14,959,898 ) (14,515,378 )
OTHER INCOME (EXPENSE)
Interest income 36 22,586 95 24,637
Interest expense (1,019,443 ) (135,307 ) (1,681,725 ) (662,927 )
Change in derivative liabilities fair value 211,890 553,693 (251,013 ) 370,979
(Loss) from unconsolidated entity — (522,500 ) — (522,500 )
Other 7,494 11,346 (10,874 ) 21,043
Total other income (expense) (800,023 ) (70,182 ) (1,943,517 ) (768,768 )
(LOSS) BEFORE INCOME TAXES (6,764,886 ) (4,921,833 ) (16,903,415 ) (15,284,146 )
Income tax benefit (provision) — 481,055 — 481,055
NET (LOSS) BEFORE NON-CONTROLLING INTEREST (6,764,886 ) (4,440,778 ) (16,903,415 ) (14,803,091 )
Non-controlling interest 638,668 424,897 1,062,726 988,452
NET (LOSS) $ (6,126,218 ) $ (4,015,881 ) $ (15,840,689 ) $ (13,814,639 )
NET (LOSS) PER SHARE
Basic and diluted (See NOTE B) $ (.07) $ (.05) $ (.18) $ (.16)
Weighted average number of common shares outstanding with participating securities per the two-class method
Basic 89,633,458 84,898,133 88,083,259 84,420,661
Diluted 89,633,458 84,898,133 88,083,259 84,420,661
MEDIA CONTACT:
Liz Shows
Odyssey Marine Exploration, Inc.
(813) 876-1776 x 2335
lshows@odysseymarine.com
INVESTOR RELATIONS CONTACT:
Ron Both
Liolios Group, Inc.
(949) 574-3860
OMEX@liolios.com
Primary Logo
Source: Odyssey Marine Exploration, Inc.
Added 6 of the 2017 $100 calls at $15.50
Lee is working on an update, should go out this week.
Ya. Saw several 35's. Any idea what the all time low is?
Um.. When I posted superfly's picks I meant that they were for me... Yeah. That's the ticket.
35 freaking points??????
My mulligan idea sure sounds good.
2 20 88 for superfly please
4 18 41 please
My 2017 $105 calls have swung from almost 6K down to green,
Sold my 2017 $95 calls @ $8.50
smile.
You picked the wrong brother. Kyle is on fire, would not surprise me to see him win the cup this year, what a comeback that would be.
18 19 20 please
Here are the details, 20 pages. Obviously an insane amount of hours went into this.
http://ih.advfn.com/p.php?pid=nmona&article=67686394&symbol=LKAI
Item 1.01 Entry into a Material Definitive Agreement.
On July 9, 2015, the Registrant, LKA Gold Incorporated (“LKA”) entered into an Exploration Agreement & Option (the “Agreement”) with Kinross Gold U.S.A., Inc. for the purpose of expanding its Golden Wonder Mine exploration beyond LKA’s active workings.
The Agreement, amongst its other other provisions, grants Kinross a five-year exclusive right to explore, and if successful, develop any mineral resource(s) containing 50,000 or more ounces of gold on LKA’s properties above and adjacent to the Golden Wonder Mine located near Lake City, Colorado. If such a resource, or multiple resources, is discovered, LKA will have the option to enter into a joint venture with Kinross for the purpose of developing such resource(s) by reimbursing 40.25% of Kinross’ exploration expenses in return for a 35% interest in the joint venture. If a joint venture is formed, LKA’s contribution will also include all of LKA’s Golden Wonder properties.
During the five-year exploration period, Kinross will, but is not obligated to, conduct exploration, at its own expense, while LKA will retain the exclusive right to continue exploration and development of any resources within a “Carve-Out Area” which is LKA’s current area of operation.
Kinross Gold U.S.A., Inc. is a wholly owned subsidiary of Kinross Gold Corporation, a Canadian-based senior gold mining company with mines and projects in the United States, Brazil, Chile, Ghana, Mauritania, and Russia. Kinross maintains listings on the Toronto Stock Exchange (symbol:K) and the New York Stock Exchange (symbol:KGC).
Item 9.01 Exhibits.
Exhibit No.
Exhibit Description
10.1
Exploration Agreement and Option with Kinross Gold U.S.A., Inc.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LKA Gold Incorporated
Date: July 13, 2015
By: /s/ Kye A. Abraham
Kye A. Abraham, President
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EXPLORATION AGREEMENT AND OPTION
THIS EXPLORATION AGREEMENT AND OPTION (“Agreement”) is dated and effective this 9th day of July, 2015 (“Effective Date”) by and between LKA GOLD INCORPORATED, a Delaware corporation (“LKA”) and KINROSS GOLD U.S.A, INC., a Nevada corporation (“Kinross”).
RECITALS
A. LKA owns those patented mining claims described in Part 1 of Exhibit A hereto, which are situated in Hinsdale County, Colorado (“Patented Claims”). LKA also owns those unpatented mining claims described in Part 2 of Exhibit A hereto, which are situated in Hinsdale County, Colorado (“Unpatented Claims”). The Patented Claims and Unpatented Claims are collectively referred to herein as the “Property.”
B. LKA is currently conducting mineral exploration, development and mining activities on a portion of the Property described in Exhibit B hereto (“Carve-Out Area”). The portion of the Property that is not included within the Carve-Out Area is referred to herein as the “Exploration Property.”
C. LKA and Kinross desire to provide for the exploration, development and mining of minerals on and in the Property pursuant to the terms of this Agreement.
THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, LKA and Kinross agree as follows:
TERMS OF AGREEMENT
1. Grant.
(a) LKA grants to Kinross, for so long as this Agreement is in effect, the exclusive right to prospect and explore for Minerals on and in the Exploration Property and to use, occupy, excavate and disturb so much of the surface and subsurface of the Exploration Property as is reasonably necessary and convenient in exploring and prospecting for Minerals, subject to the terms of this Agreement. For purposes of this Agreement, “Minerals” shall mean any and all metals, minerals, ores and mineral rights of whatever kind and nature that are included in the Property.
(b) Without limiting the scope of the grant under Section 1(a), LKA grants to Kinross the exclusive right: (i) to prospect and explore for Minerals by any method now known or hereafter discovered, and the right to use any water rights appurtenant to the Property for such purposes; (ii) to erect, construct, maintain, and operate, on and in the Exploration Property, buildings, structures, facilities, roads, machinery, and equipment, and to use, occupy, excavate, and disturb so much of the Exploration Property as Kinross may reasonably determine to be useful, desirable, or convenient, (iii) to stockpile, deposit or store on the Exploration Property any waste, water or other materials related to Mineral prospecting or exploration, and (iv) to use and improve all roads, access routes and access rights running with LKA’s rights or title in the Property.
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(c) LKA further grants to Kinross the nonexclusive right to access across and through the Carve-Out Area for purposes of prospecting and exploring for Minerals, including, but not limited to, drilling through the Carve-Out Area to reach targets within the Exploration Property. Kinross shall have the right to use the surface and subsurface of the Carve-Out Area and any shafts, roads, access routes, openings, and underground workings sunk or made on or within the Carve-Out Area for the prospecting and exploration of any Minerals. If Kinross encounters or identifies any Minerals within the Carve-Out Area not previously encountered and identified by LKA and confirmed through exploratory mining or drilling as a result of its prospecting or exploration activities, Kinross shall have the exclusive right to further explore and define those Minerals, and to include those Minerals in any mineral resource determination pursuant to Section 6(a) below, and LKA shall have no rights to explore for, develop or mine any Minerals that were encountered or identified by Kinross. LKA reserves the right to conduct mineral exploration, development and mining activities within the Carve-Out Area, in accordance with this Section and the other terms of this Agreement.
(d) LKA and Kinross recognize that allowing Kinross to drill and conduct other exploration activities from within existing mine workings in the Carve-Out Area will be beneficial to both parties and may promote the identification of Mineral resources on or within the Property. LKA and Kinross shall coordinate the planning and conduct of their respective activities within the Carve-Out Area so as to minimize any interference with each other’s activities. If there is a conflict between Kinross’s and LKA’s use of the Carve-Out Area, Kinross shall undertake reasonable alternative measures to accommodate LKA’s uses.
(e) LKA may access across the Exploration Property to the extent such access is reasonably necessary to support LKA’s mineral exploration, development and mining activities in the Carve-Out area. LKA shall provide Kinross advance notice of any proposed uses within the Exploration Property, and LKA shall undertake reasonable alternative measures to accommodate Kinross’s uses of the Exploration Property.
2. Term. Unless earlier terminated pursuant to the provisions of this Agreement, the term of this Agreement shall be for five (5) years from the Effective Date hereof, unless Kinross provides a Resource Notice within such five year period pursuant to Section 6(a) below, in which case this Agreement shall continue in effect until (i) a final Venture Agreement is executed by the parties pursuant to Section 6(d), in the event LKA exercises the Venture Option, or (ii) completion of the Closing pursuant to Section 6(f) below.
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3. Conduct of Operations.
(a) All activities carried out by or on behalf of Kinross under this Agreement shall materially conform to all applicable Laws. Kinross will apply for any government permits required to conduct Kinross’s operations and will post any bonds or other financial assurances required by Laws. LKA will cooperate with Kinross’s efforts to obtain any required permits or other government approvals. For purposes of this Agreement, the term “Laws” shall mean applicable common law and any statute, ordinance, code or other law, rule, regulation, order, requirement, or procedure enacted, adopted, promulgated, applied, or followed by any federal, state or local governmental authority with jurisdiction over the Property or activities conducted on the Property.
(b) In conducting any activities within the Carve-Out Area in areas or mine workings that are being operated by LKA, Kinross shall comply with LKA’s reasonable safety rules and worker safety training procedures. LKA makes no representation or warranty with respect to the suitability of any existing workings for Kinross’ use or the safety or security of any such workings and such workings are made available for Kinross’ use on an “AS IS/WHERE IS” basis. Before using any existing mine workings in the Carve-Out Area, Kinross shall inspect such workings and undertake such activities as Kinross deems necessary to make such workings safe and secure for its use. Kinross will be solely responsible for the safety of its employees, contractors, subcontractors, guests or invitees within such workings and shall indemnify, defend, release and hold harmless LKA with respect to any claim made by Kinross or any of its employees, contractors, subcontractors, guests or invitees as a result of any damage to property or injury to Kinross’ employees, contractors, subcontractors, guests or invitees, except to the extent that such claim, injury or damage is a result of the willful misconduct or gross negligence of LKA or its employees, contractors or subcontractors.
(c) Kinross shall conduct all activities on the Property in a good and workman-like manner in accordance with generally accepted mineral exploration practices.
(d) Kinross shall provide to LKA a copy of any governmental permit application relating to activities conducted by Kinross on the Property prior to submission to the applicable governmental entity, and LKA shall have ten (10) days to provide comments to Kinross, which comments, if any, Kinross will consider prior to submitting the application to the agency. Kinross shall provide LKA copies of any other formal written correspondence or notices sent to or received from any governmental agency having jurisdiction over the Property that relates to Kinross’s activities on the Property.
(e) All activities carried out by or on behalf of LKA on or within the Carve-Out Area or Exploration Property shall materially conform to all applicable Laws. LKA will apply for any government permits required to conduct LKA’s operations and will post any bonds or other financial assurances required by Laws. LKA shall provide to Kinross a copy of any governmental permit application relating to activities conducted by LKA on the Property prior to submission to the applicable governmental entity, and Kinross shall have ten (10) days to provide comments to LKA, which comments, if any, LKA will consider prior to submitting the application to the agency. LKA shall provide Kinross copies of any other formal written correspondence or notices sent to or received from any governmental agency having jurisdiction over the Property that relates to LKA’s activities on the Property. LKA shall conduct all activities on the Property in a good and workman-like manner in accordance with generally accepted mineral exploration, development and mining practices.
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(f) No implied covenants or conditions whatsoever shall be read into this Agreement relating to the prospecting or exploration of the Exploration Property and Area of Interest (defined below) or any other operations of Kinross hereunder, including but not limited to the time therefor or measure of diligence thereof. Any operations conducted by Kinross upon or relating to the Property or Area of Interest shall be conducted at such time and in such manner as Kinross, in its sole discretion deems advisable, subject only to the express provisions of this Agreement.
(g) If Kinross desires to use any of LKA’s buildings or equipment in conducting its operations, Kinross and LKA shall first enter an agreement for such use which will provide for maintenance of such buildings or equipment and reasonable compensation to LKA.
4. Representations and Warranties.
(a) LKA represents and warrants that: (1) subject to the rights of the United States in the Unpatented Claims, LKA owns the entire right, title, and interest in and to the Property; (2) to the best of LKA’s knowledge, the Unpatented Claims were properly located and have been maintained in good standing in accordance with applicable federal, state and local laws; (3) except for the Existing Royalty (defined below) and the Existing Liens defined in Section 4(b) below, the Property is not subject to any agreements, liens, encumbrances, royalties, overriding royalties, net profit interests, payments on or out of production, or any other burden or restriction; (4) there have been no orders, judgments, claims, suits, actions, or proceedings (including government investigations) pending or effective or, to the knowledge of LKA, threatened relating to the Property or any conditions or activities thereon, and LKA has no knowledge of any reasonable grounds therefore; (5) all permits, licenses, permissions and other authorizations relating to the Property and LKA’s activities on the Property, which are required under applicable Law, have been obtained and LKA is in material compliance with all such terms and conditions; and (6) to LKA’s knowledge there has been no unpermitted disposal, release or discharge of hazardous substances, pollutants or hazardous wastes on or from the Property. For purposes of this Agreement, “Existing Royalty” means the six percent (6.0%) net smelter return royalty payable pursuant to that Settlement Agreement and Release between LKA and Au Mining, Inc., dated August 24, 2007 and that Royalty Agreement dated August 24, 2007 executed by LKA (attached as Exhibit E to the Settlement Agreement and Release (collectively “Settlement Agreement”). As set forth in the Settlement Agreement, the Existing Royalty has a cap of $12,647,505.00. LKA represents and warrants that, as of the Effective Date of this Agreement, it has paid $275,690.96 in royalties pursuant to the Settlement Agreement, and has otherwise complied with the terms of the Settlement Agreement. To LKA’s knowledge, all requirements of the Settlement Agreement that have become or are due have been satisfied.
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(b) For purposes of this Agreement, the “Existing Liens” are: (i) that lien placed on the Golden Wonder Patented Claim, dated March 13, 2015, by Hansen Drilling of Phillipsburg Montana in the amount of $22,538.10, which is recorded in the records of Hinsdale County, Colorado at Document No. 101279; and (ii) past due real property taxes on the Patented Claims for 2013 and 2014 totaling $10,458.60. LKA shall pay all past due property taxes on the Patented Claims within thirty (30) days following the Effective Date of this Agreement.
(c) Each party represents and warrants to the other party that it is in good standing under the laws of the jurisdiction in which it is incorporated, and that it has all the requisite power, right and authority to enter into this Agreement, to perform its present and future obligations under this Agreement, and to commit to this Agreement. The execution and delivery of this Agreement, and the consummation of the obligations, indemnities and payments provided herein have been duly and validly authorized by all necessary corporate or company action on the part of each party, and will not result in a default or violation of any other agreement or commitment by that party.
(d) For purposes of this Agreement, the terms “disposal,” “release,” “discharge,” “hazardous substances,” “pollutants,” and “hazardous wastes” shall have the definitions assigned thereto by the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976 and the Federal Water Pollution Control Act of 1972, as presently amended.
5. Area of Interest. For purposes of this Agreement, the Area of Interest is defined as all lands and minerals within the area defined in Exhibit C hereto. If LKA acquires any additional interest in the Property or Area of Interest while this Agreement is in effect, including any production royalty interest, LKA shall promptly deliver to Kinross written notice of such acquisition and such acquired interests shall be, at Kinross’s election, to be exercised, if at all, within 60 days after delivery of a notice of acquisition by LKA, included within the Property that is subject to this Agreement, at no cost to Kinross. If Kinross elects to include such acquired interests within the Property, LKA and Kinross shall promptly prepare and execute an amendment to this Agreement documenting such inclusion. If Kinross fails to elect to have the acquired interests included in the Property, the interest acquired by LKA shall not be further subject to this Agreement.
6. Venture Option.
(a) If, during the term of this Agreement, Kinross identifies one or more “mineral resources” (as defined in the Canadian Securities Administration, National Instrument 43-101, Standards of Disclosure for Mineral Projects, as amended) on or within the Property or Area of Interest containing a collective total of fifty thousand (50,000) or more ounces of gold, Kinross may provide LKA with written notice thereof (“Resource Notice”). Such Resource Notice shall include: (i) a copy of all factual data in Kinross’ possession relating to the Property and Area of Interest that Kinross has not previously provided to LKA, and (ii) a detailed summary of all Exploration Expenditures (defined below) incurred by Kinross on or for the benefit of the Property or Area of Interest. LKA shall thereafter have a one-time option (“Venture Option”) to enter into a joint venture (“Venture”) covering the Property and Area of Interest, including the Carve-Out Area (“Venture Property”).
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(b) For purposes of this Agreement, “Exploration Expenditures” shall mean all expenses incurred by Kinross following the Effective Date of this Agreement in ascertaining the existence, location, quantity, quality or commercial value of deposits of Minerals on or within the Venture Property, including reclamation of such activities (“Exploration Work”), described below:
(i) Actual field salaries and wages (or the allocable portion thereof), including benefit costs and payroll taxes, of employees or contractors of Kinross actually performing Exploration Work;
(ii) Costs and expenses for the use of machinery, facilities, equipment and supplies required for Exploration Work;
(iii) Travel expenses and transportation of employees and contractors, materials, equipment and supplies reasonably necessary for the conduct of Exploration Work;
(iv) All payments to contractors for Exploration Work;
(v) Costs of assays, or other costs incurred to determine the quality and quantity of minerals on or within the Venture Property;
(vi) Costs incurred to obtain permits, rights of way and other similar rights as may be incurred in connection with Exploration Work, including any environmental studies;
(vii) Costs and expenses of performing feasibility or other studies to evaluate the economic feasibility of mining on the Venture Property;
(viii) All taxes levied against the Property and paid by Kinross and the cost of any reclamation bonds required to be posted for reclamation of disturbance associated with Exploration Work;
(ix) All land holding costs or fees and other necessary expenditures made to preserve in good standing the status and title of the Venture Property;
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(x) All land and mineral acquisition costs for any interests acquired by Kinross within the Venture Property; and
(xi) Any payments made by Kinross to acquire all or any portion of the Existing Royalty pursuant to Section 9 below.
(c) LKA shall exercise the Venture Option, if at all, by delivering and paying to Kinross within ninety (90) days of Kinross’s delivery of a Resource Notice: (i) a written notice of its election to participate in the Venture, and (ii) a cash payment, by check or wire transfer, in an amount equal to forty and one-quarter percent (40.25%) of all Exploration Expenditures incurred by Kinross. The amount of this payment shall be reduced by the sum of (i) one million eight hundred thousand dollars ($1,800,000.00), plus (ii) an amount equal to sixty-five percent (65%) of one hundred fifteen percent (115%) of any cash that LKA paid following the Effective Date of this Agreement to acquire any real property interests within the Area of Interest that Kinross elected to have included in the Property pursuant to Section 5 above, and which will be contributed by LKA to the Venture. If LKA disputes either the estimate of mineral resources or, subject to the time limits set forth in Section 8(c) below, the amount of Exploration Expenditures set forth in the Resource Notice, LKA may within thirty (30) days following delivery of the Resource Notice deliver to Kinross a Dispute Notice in accordance with Section 17(c) below, in which case the remaining time period for electing whether to participate in the Venture shall be tolled until final resolution of the dispute in accordance with Section 17(c).
(d) If LKA elects to exercise the Venture Option, Kinross and LKA shall, within one hundred twenty (120) days following Kinross’s delivery of its Resource Notice, negotiate in good faith and enter into a joint venture agreement (“Venture Agreement”), covering the Venture Property, which will generally follow the form of Rocky Mountain Mineral Law Foundation, Form 5 (1984), and will include the following terms:
(i) LKA shall contribute to the Venture all of its right, title and interest in the Venture Property and all improvements, buildings, mine workings structures, facilities and equipment situated on or within the Venture Property, including all of its rights in any permits relating to the exploration, development or mining of Minerals on or within the Venture Property free and clear of all liens or encumbrances arising by or through LKA. Kinross shall contribute to the Venture all of its right, title and interest in the Venture Property, including all of its rights in any permits relating to the exploration, development or mining of Minerals on or within the Venture Property.
(ii) The initial participating interest of Kinross shall be sixty-five percent (65.0%) and the initial participating interest of LKA shall be thirty-five percent (35.0%). The initial contributions of the parties will be valued at sixty-five percent (65.0%) and thirty-five percent (35.0%), respectively, of the sum of Exploration Expenditures, plus one million eight hundred thousand dollars ($1,800,000.00), plus any cash that LKA paid following the Effective Date of this Agreement to acquire any real property interests within the Area of Interest that Kinross elected to have included in the Property pursuant to Section 5 above.
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(iii) Kinross shall have the right to be the manager of the Venture so long as it maintains a Fifty Percent (50%) or greater participating interest in the Venture. The manager of the Venture shall earn a management fee from the Venture of (i) seven percent (7%) of the Venture exploration expenditures during exploration (except for invoices exceeding $50,000.00, in which case the fee would be five percent (5%) for the amount over $50,000.00), and (ii) five percent (5%) of Venture development expenses during development (except for invoices exceeding $50,000.00, in which case the fee would be three percent (3%) for the amount over $50,000.00). Upon commencement of production, the management fee will be adjusted to reflect the manager’s actual costs, so that the manager makes neither a profit nor loss from being manager. The manager shall be required to conduct all Venture operations in a good, workmanlike and efficient manner, in accordance with sound mining and other applicable industry standards and practices.
(iv) A management committee shall be formed, consisting of up to two representatives from each Venture participant. The management committee members shall have voting rights in proportion to the participants’ respective participating interests. The manager shall present work programs and budgets to the management committee for approval. Management committee decisions shall be made by a majority vote, provided that: (i) in the event of a tie vote, the manager shall have the deciding vote; and (ii) any decision to dispose of all or substantially all of the Venture Property or to amend an approved program and budget to increase the expenditures during that budget period by more than fifteen percent (15%) shall require a vote of the participants holding at least seventy percent (70%) of the participating interests in the Venture.
(v) If either participant elects not to contribute its proportionate share to an approved program and budget, such participants’ participating interest shall be subject to straight-line dilution. If either participant elects to contribute to an approved program and budget, but fails to make such contribution, the amount of dilution shall be twice the amount that would have occurred if the defaulting participant initially elected not to contribute. In the event that either participant’s participating interest is diluted to below ten percent (10.0%), it shall relinquish its participating interest to the other participant, in return for a royalty agreement in the form of Exhibit D hereto conveying to the diluting participant a two and one-half percent (2.5%) net profits interest on all Minerals thereafter produced and removed from the Property. The royalty agreement shall further provide that following full satisfaction or termination of the Existing Royalty, the royalty payable to the diluting participant with respect to the Property shall convert to a one and one-half percent (1.5%) net smelter return royalty as further set forth in Exhibit D. As to any portion of the Venture Property not burdened by the Existing Royalty or any third party royalty, the royalty payable to the diluting participant shall be a one and one-half percent (1.5%) net smelter return royalty as further set forth in Exhibit D, and as to any portion of the Venture Property not burdened by the Existing Royalty but burdened by a third party royalty, the royalty payable to the diluting participant shall be a one percent (1.0%) net smelter return royalty as further set forth in Exhibit D.
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(e) At such time as the parties enter into the Venture Agreement and title to the Property is transferred to the manager, this Agreement shall terminate.
(f) If LKA does not timely exercise the Venture Option following delivery of a Resource Notice by delivering to Kinross the notice and payments provided in Section 6(c) above, LKA and Kinross shall hold a closing (“Closing”) within one hundred twenty (120) days following Kinross’ delivery of the Resource Notice. At such Closing: (i) LKA shall deliver to Kinross a fully executed and authorized Special Warranty Deed conveying to Kinross, free and clear of all liens or encumbrances arising by or through LKA, all of LKA’s right, title and interest in the Property, (ii) LKA shall assign to Kinross, subject to any government approvals, any existing permits or authorizations governing exploration , development or mining activities within the Carve-Out Area that Kinross elects to have transferred; and (iii) Kinross shall deliver to LKA a royalty agreement in the form of Exhibit D hereto conveying to LKA a two and one-half percent (2.5%) net profits interest on all Minerals thereafter produced and removed from the Property. The royalty agreement shall further provide that, following full satisfaction or termination of the Existing Royalty, the royalty payable to LKA with respect to the Property shall convert to a one and one-half percent (1.5%) net smelter return royalty as further set forth in Exhibit D. As to any portion of the Venture Property not burdened by the Existing Royalty or any third party royalty, the royalty payable to LKA shall be a one and one-half percent (1.5%) net smelter return royalty as further set forth in Exhibit D, and as to any portion of the Venture Property not burdened by the Existing Royalty but burdened by a third party royalty, the royalty payable to LKA shall be a one percent (1.0%) net smelter return royalty as further set forth in Exhibit D. Following any such Closing, this Agreement shall terminate and LKA shall promptly deliver possession of the Property to Kinross.
(g) Kinross shall cooperate with LKA’s efforts to secure financing for LKA’s share of Venture expenditures by providing informational and technical support. Kinross shall have no obligation to provide any financial assurances or guarantees.
(h) LKA will have the right to continue mineral exploration, development and mining within the Carve-Out Area at its sole cost and for its sole benefit in accordance with the terms of this Agreement through ninety (90) days following Kinross’s delivery of a Resource Notice. LKA shall be solely responsible for complying with any permits and applicable Laws related to such mining activities. Following the expiration of that ninety-day period, LKA shall, in coordination with Kinross, cease all exploration, development and mining activities, and place all operations and workings in a care and maintenance status in accordance with applicable Laws, until finalization of the Venture Agreement, or completion of the Closing, as applicable. Following execution of a Venture Agreement, any operations and workings within the Carve-Out Area shall be managed by and on behalf of the Venture for the benefit of the Venture participants.
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7. Property Maintenance.
(a) Except as provided in Section 7(b) below, LKA shall take such actions as are necessary to maintain the Property in good standing, including, but not limited to, payment of property taxes and satisfying royalty payments. Upon making any such payment or required filing, LKA shall promptly deliver to Kinross a copy of the documents that were filed, and written evidence of any payment that was made. LKA shall satisfy all requirements to maintain the Property in good standing as required by this Section 7(a), and deliver to Kinross written documentation of such satisfaction at least 45 days prior to the legal deadline for satisfying such requirement. If Kinross has not received such documentation by such time, Kinross may, but has no obligation to, satisfy such requirement(s), and LKA shall promptly reimburse Kinross for the amount of any payment made by Kinross, and any related costs, plus fifteen percent (15%) of the amount of those payments and costs.
(b) Kinross shall pay all federal maintenance fees for the Unpatented Claims and satisfy any federal and state filing requirements for maintaining the Unpatented Claims in good standing. Upon making any such payment or filing, Kinross shall promptly deliver to LKA a copy of the documents that were filed, and written evidence of any payment that was made. Kinross shall satisfy the requirements of this Section 7(b), and deliver to LKA written documentation of such satisfaction, at least 45 days prior to the legal deadline for satisfying such requirement. If LKA has not received such documentation by such time, LKA may, but has no obligation to, satisfy such requirement(s), and Kinross shall promptly reimburse LKA for the amount of any payment made by LKA, and any related costs, plus fifteen percent (15%) of the amount of those payments and costs.
(c) If Kinross determines that any of the Unpatented Claims should be amended or relocated, Kinross may take such curative action, provided that Kinross shall provide prior notice to LKA and any such amendment or relocation shall be made in the name of LKA. LKA shall cooperate in making any filings necessary to achieve any such amendment or relocation.
8. Reporting Meetings and Audit.
(a) On or before February 28 of each calendar year, Kinross shall deliver to LKA an annual report that: (i) summarizes Kinross's operations on the Property and Area of Interest during the prior calendar year, (ii) includes a copy of all factual geologic data developed from activities conducted on the Property and Area of Interest by or on behalf of Kinross that was not previously provided to LKA, (iii) includes a summary of all Exploration Expenditures completed during the prior calendar year, and (iv) summarizes projected activities to be conducted by or on behalf of Kinross on the Property and Area of Interest during the present calendar year. For purposes of this paragraph and paragraph 8(b) below, "factual geologic data" includes any drilling logs, assay data and seismic data generated from prospecting or exploration activities on the Property. Neither Kinross nor LKA has any obligation under this Agreement, including Section 10 below, to provide the other party with any interpretation of such data. Neither party makes any representation or warranty as to the accuracy or completeness of any data or geologic information provided pursuant to this Agreement and neither party shall have any liability for any damages relating to any inaccuracies or incompleteness of such data or information.
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(b) On or before February 28 of each calendar year, LKA shall deliver to Kinross an annual report that: (i) summarizes LKA’s operations on the Property and Area of Interest during the prior calendar year, (ii) includes a copy of all factual geologic data developed from activities conducted on the Property and Area of Interest by or on behalf of LKA that was not previously provided to Kinross, and (iii) summarizes projected activities to be conducted by or on behalf of LKA on the Property and Area of Interest during the present calendar year.
(c) At least once during each calendar quarter, Kinross representatives shall meet with LKA representatives, by telephone or in person. During these quarterly meetings or calls, each party shall provide the other with an update of the activities they have conducted and intend to conduct on the Property and Area of Interest, and shall use good faith efforts to coordinate their respective activities to avoid conflicts with the other’s activities in accordance with Section 1 above.
(d) LKA shall have the right to audit the books and records pertaining to the Exploration Expenditures reported in an annual report required under Section 8(a) above for a period of twelve (12) months following the delivery of that report to LKA. The reported Exploration Expenditures shall be deemed conclusively correct and not subject to any future dispute, unless LKA objects to them in writing within that twelve (12) month period and provides a detailed basis for its objection.
9. Acquisition of Existing Royalty. LKA agrees to pursue negotiations with the current owners of the Existing Royalty in good faith on an agreement to purchase all or a portion of the Existing Royalty interests. Kinross agrees to coordinate with LKA in developing mutually acceptable agreement terms, which would provide that Kinross would fund any agreed upon purchase payments that would be made during the term of this Agreement. Upon acquisition, the Existing Royalty would be terminated.
10. Inspections. LKA shall be entitled to enter the Property for purposes of inspecting any of Kinross’s operations, facilities or structures at reasonable times, upon reasonable advance notice, provided that LKA shall so enter at its own risk and shall indemnify and hold Kinross and its Affiliates harmless against and from any and all loss, cost, damage, liability and expense (including but not limited to reasonable attorneys' fees and costs) by reason of injury to LKA or its agents or representatives, or damage to or destruction of any property of LKA or its agents or representatives while on the Property, or in such workings, facilities and structures, except to the extent that such injury, damage, or destruction is a result of the willful misconduct or gross negligence of Kinross. LKA shall comply with all rules and polices established by Kinross for the protection of worker and public health and safety. LKA shall have the right during regular business hours to review and copy all of Kinross’s non-privileged files and documents relating to activities on the Property, including, but not limited to, all invoices and other documentation of Expenditures.
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11. Indemnities.
(a) In addition to Kinross’ obligations under Section 3(b), Kinross shall indemnify, defend, release and hold harmless LKA and its successors, along with their respective officers, shareholders, directors, employees and agents from any and all claims, losses, damages, demands, and liabilities whatsoever arising from or in connection with Kinross’s breach of its representations or warranties or other terms of this Agreement or in connection with its operations or activities on the Property during the term of this Agreement, except as provided in Section 10 above or to the extent caused by the negligence or misconduct of LKA, its employees, agents, contractors or subcontractors.
(b) In addition to LKA’s obligations under Section 10, LKA shall indemnify, defend, release and hold harmless Kinross, its affiliates and subsidiaries and its successors, along with their respective officers, shareholders directors, employees and agents, from and against any and all claims, losses, damages, demands, and liabilities whatsoever arising from or in connection with LKA’s breach of its representations or warranties or other terms of this Agreement or in connection with its operations or activities on the Property whether occurring before or after the Effective Date of this Agreement, except to the extent caused by the negligence or misconduct of Kinross, its employees, agents, contractors or subcontractors. The condition of the underground workings or any claims, losses, damages, demands, and liabilities arising out of Kinross’ use of such workings shall not be subject to the provisions of this Section 11(b), except as provided in Section 3(b) above.
(c) The indemnities set forth in Section 3(b), this Section and Section 10 shall survive the expiration or termination of this Agreement.
12. Liens.
(a) Kinross shall keep the Property free of all liens for labor or materials furnished to it in its operations hereunder, except for any such liens not yet due; provided that Kinross may refuse to pay any claims asserted against it or the Property that Kinross disputes in good faith. Kinross, however, shall defend and hold LKA harmless against any such disputed claims, and shall comply with any final court orders with respect to such disputed claims. Kinross may, but shall have no obligation to, contest the validity of any lien on the Property at its expense, and LKA shall cooperate in such contest, including but not limited to allowing such contest to be taken and prosecuted in LKA’s name. Any such lien shall not be deemed a default unless finally adjudicated to be valid and not discharged by Kinross.
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(b) Subject to Kinross’s obligations under Section 12(a), LKA shall not cause or allow any liens, encumbrances, or adverse claims to accrue against the Property, except for any such liens not yet due; provided that LKA may refuse to pay any claims asserted against it or the Property that LKA disputes in good faith.
13. Insurance.
(a) Kinross and LKA shall each carry at all times during the term of this Agreement, with insurance companies authorized to do business in the State of Colorado and having a BEST rating of B+ or better, the following minimum insurance coverages:
(i) Workers compensation insurance as required by law;
(ii) Employer’s liability insurance with minimum limits of one million dollars ($1,000,000) for all personal injuries or death resulting from any accident or occupational disease;
(iii) Commercial General Liability and/or Umbrella Liability insurance with a limits of not less than four million dollars ($4,000,000) each occurrence covering bodily injury to or death of persons and/or loss of or damage to property; and
(iv) Automobile liability insurance, covering all owned, non-owned and hired vehicles in the amount of not less than one million dollars ($1,000,000) per each occurrence.
(b) Policies obtained by each party pursuant to this Section shall not be subject to cancellation or material change, except on 30 days advance written notice to the other party.
(c) Each party shall name the other party as an additional insured on the commercial general liability policies that they obtain pursuant to this Section.
(d) Kinross and LKA shall require any contractor doing work on the Property on their respective behalf to have the same type of insurance coverage required by this Section.
(e) Within ten (10) business days following the Effective Date of this Agreement, each party shall provide the other party certificates of insurance for each above-required insurance policy that contain the following:
(i) a statement that the other party is named as an additional insured on the commercial general liability policy;
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(ii) a statement that the insurance provider has waived subrogation rights with respect to the other party; and
(iii) a statement that the policy will not be materially changed or cancelled with at least thirty (30) days prior Notice to the other party.
Upon request of the other party, each party shall promptly provide to the requesting party copies of the insurance policies that are required by this Section.
14. Termination.
(a) Kinross may terminate this Agreement at any time upon providing LKA written notice thereof. Upon termination of this Agreement by Kinross, except as otherwise provided in this Agreement, all liabilities and obligations of Kinross to LKA, with respect to the Property, not then due or accrued, shall cease and terminate. LKA shall have the right, within ten (10) days following delivery of a termination notice to deliver written notice to Kinross of its election to acquire all or any part of Kinross's interest, if any, in any lands or minerals within the Area of Interest. Within sixty (60) days following timely receipt of such election notice, Kinross shall, to the extent allowable, transfer to LKA by quitclaim deed or assignment any interest it holds in the Area of Interest, subject to its rights under Section 14(c) below.
(b) If Kinross defaults in any of its material obligations hereunder, LKA may give Kinross written notice thereof and specify the default or defaults relied on. If Kinross has not begun to cure such default within a reasonable time after receipt of such notice (which shall not, in any case, be less than thirty (30) days), LKA may terminate this Agreement by written notice to Kinross; provided, however, that if Kinross disputes that any default has occurred, the matter shall be determined pursuant to Section 17(k) below, and if Kinross is found to be in default hereunder, Kinross shall have a reasonable time (which in any case shall not be less than sixty (60) days from receipt by Kinross of the final decision adverse to Kinross) to cure such default, and if so cured, LKA shall have no right to terminate this Agreement by reason of such default.
(c) Upon any termination of this Agreement prior to Kinross’s delivery of a Resource Notice, Kinross shall within 60 days after the effective date of termination: (i) surrender the Property to LKA free and clear of any encumbrances created by or under Kinross, if requested by LKA as provided in Section 14(a), transfer to LKA by quitclaim deed or assignment any interest in lands or minerals it holds within the Area of Interest, and deliver to LKA a written instrument or instruments, in a form appropriate for recording and acceptable to LKA, further evidencing termination of this Agreement; and (ii) deliver to LKA copies of all factual data obtained by Kinross in conducting activities or operations on the Property and the Area of Interest, not already provided to LKA. Upon any termination of this Agreement prior to Kinross’s delivery of a Resource Notice, Kinross shall promptly reclaim all disturbance caused by its activities on the Property and the Area of Interest (to the extent being transferred) in accordance with applicable statutory and regulatory requirements, unless LKA agrees in writing to assume such reclamation obligations and relieve Kinross of the performance thereof. Following termination of this Agreement, Kinross shall have the continued right of ingress to and egress from the Property and the Area of Interest and the right to complete such reclamation and restoration of the Property and the Area of Interest and to make such inspections as may be required by the terms by law, for so long as is reasonably necessary to complete all such reclamation, restoration, and inspections.
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15. Force Majeure. The terms of this Agreement may be extended or this Agreement terminated in the case of an event of force majeure in accordance with the following:
(a) If Kinross is prevented from complying with any of its obligations under this Agreement by a force majeure (the “Affected Obligations”), the Affected Obligations shall be suspended and Kinross shall not be deemed in default or liable for damages or other remedies as a result thereof for so long as Kinross is prevented from complying with the Affected Obligations by the force majeure. For purposes of this Agreement, “force majeure” shall mean any matter (whether foreseeable or unforeseeable) beyond Kinross’s reasonable control, including but not limited to: acts of God; unusually inclement weather; acts of war, insurrection, riots or terrorism, strikes, lockouts or other labor disputes; inability to obtain necessary equipment or materials, or obtain permits, approvals or consents; damage to, destruction of, or unavoidable shutdown of necessary facilities or equipment; and acts or failures to act on the part of local, state, federal, or foreign governmental agencies or courts, allegedly sovereign Native entities or organizations, or any officer or official acting under color of governmental authority (any such agency, court, entity, organization, officer, or official, a “Governmental Authority”); provided, however, that (i) challenging (by protest, petition, appeal, or any other means) or consenting to any actions or inactions of any Governmental Authority, and (ii) settling strikes, lockouts, and other labor disputes, shall be entirely within the discretion of Kinross; and, provided further, that Kinross shall promptly notify LKA of the existence of an event of force majeure and shall exercise reasonable diligence, subject to the foregoing, in an effort to remove or overcome the cause of such inability to comply.
(b) In entering into this Agreement, the parties assume that Kinross’s access to the Property is and will continue to be unrestricted. Kinross’s reasonable belief that the actions or inactions of any Governmental Authority or other third party might prevent or impede access to the Property, or otherwise limit Kinross’s ability to operate thereon, shall also be considered an event of force majeure for purposes of this Agreement, and shall be referred to as an “access force majeure.” If an access force majeure occurs, Kinross shall have the right to suspend this Agreement for a period not to exceed two years, without payment or penalty to LKA, while the access force majeure is in effect; provided, however, that Kinross shall resume operations on the Property within a reasonable time after access to the Property is no longer restricted. In determining “reasonableness” under this Section, Kinross shall be under no duty to challenge (by protest, petition, appeal, or any other means) or to consent to any actions or inactions of any Governmental Authority.
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16. Transfer of Interests, Right of First Refusal.
(a) If LKA or Kinross (“Transferring Party”) receives a bona fide offer to acquire all or any part of its interest in this Agreement or the Property (the “Offered Property”), the Transferring Party shall promptly provide written notice (“Offer Notice”) to the other party (“Non-Transferring Party”). The Offer Notice shall specifically identify the Offered Property and the person or entity submitting the offer (“Transferee”) and shall state the price and all other pertinent terms and conditions of the offer. If the offer includes provision of any non-monetary consideration by the Transferee, the Offer Notice shall include a good faith estimate of the cash equivalent value of such non-cash consideration. If the Non-Transferring Party does not agree with any such estimate, and the parties are not able to resolve the issue, the Non-Transferring Party may seek appropriate injunctive relief from a court to stay the transaction pending resolution of the valuation dispute as provided in Section 17(k) below. If the Non-Transferring Party desires to acquire the Offered Property it will deliver notice of such election to the Transferring Party within 30 days from the date of receipt of the Offer Notice at the same price and on the same terms as set forth in the Offer Notice. If the Non-Transferring Party does elect to acquire the Offered Property, such closing shall occur within 30 days after notice of such election is delivered to the Transferring Party. If the Non-Transferring Party fails to provide the Transferring Party with notice of its election to acquire the Offered Property within the 30-day election period, such failure shall be deemed to be an election to not acquire the property. If the Non-Transferring Party elects to not acquire the Offered Property, the Transferring Party shall have 120 days following the expiration of such 30-day period to complete the transfer of the entire Offered Property to the Transferee at a price and on terms set forth in its Offer Notice. If the Transferring Party fails to complete the transfer of the Offered Property to the Transferee within that period, the Non-Transferring Party’s right of first refusal in the Offered Property shall be revived. Any subsequent proposal by the Transferring Party to transfer the Offered Property, or any part thereof, shall be conducted in accordance with all of the procedures set forth in this Section. A transfer may be made under this Section only if the Transferee first agrees in writing with the Non-Transferring Party to be bound by the terms of this Agreement, including this Section, to the same extent as the Transferring Party with respect to the transferred interests; provided, however, no transfer of any interest in the Property or this Agreement shall relieve the Transferring Party of its obligations under this Agreement, unless the Non-Transferring Party otherwise agrees in writing, which agreement shall not be unreasonably withheld based on the financial and technical capabilities of the Transferee.
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(b) This Section 16 shall apply to LKA and Kinross and any successor or transferee (including any Affiliate or successor by merger), but shall not apply to (i) a corporate merger, consolidation or reorganization by the Transferring Party by which the surviving entity possesses substantially all of the stock or all of the property rights and interests, and is subject to substantially all of the liabilities and obligations of the Transferring Party; (ii) any equity offering made by a Transferring Party; (iii) a transfer of direct or indirect Control of a Transferring Party to a non-Affiliate third party (whether in a single transaction or series of related transactions), but only if the fair market value of the Transferring Party’s interest in the Property or this Agreement that is being transferred does not exceed twenty-five percent (25%) of the combined market value of all of the assets of the Transferring Party and all of its Affiliates, if any, direct or indirect Control of which is also being transferred; or (iv) a transfer of Control of a Transferring Party to an Affiliate, provided that in each case, the acquiring party shall agree in writing with the other party to assume the Transferring Party’s obligations under this Agreement or any other agreement hereunder, as to the transferred interest. For purposes of this Agreement, “Affiliate” means any person or entity that Controls, is Controlled by or under common Control with LKA or Kinross. The term “Control” used as a verb means the ability, directly or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of such entity through (i) the legal or beneficial ownership of voting securities or membership interests; (ii) the right to appoint managers, directors or corporate management; (iii) contract; (iv) operating agreement; or (v) voting trust. The term “Control” used as a noun means an interest which gives the holder the ability to exercise any of the foregoing powers.
17. General Provisions.
(a) Notice. All notices or other communications to either party shall be in writing and shall be sufficiently given if (i) delivered in person, (ii) sent by registered or certified mail, return receipt requested, or (iii) sent by overnight mail by a courier that maintains a delivery tracking system. Subject to the following sentence, all notices shall be effective and shall be deemed delivered (i) if by personal delivery, on the date of delivery, (ii) if by mail, on the date of delivery as shown on the actual receipt, and (iii) if by overnight courier, as documented by the courier’s tracking system. If the date of such delivery or receipt is not a business day, the notice or other communication delivered or received shall be effective on the next business day (“business day” means a day, other than a Saturday, Sunday or statutory holiday observed by banks in the jurisdiction in which the intended recipient of a notice or other communication is situated.) A party may change its address from time to time by notice to the other party as indicated above.
All notices to LKA shall be addressed to:
LKA Gold Incorporated
3724 47th St Ct NW
Gig Harbor, WA 98335
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All notices to Kinross shall be addressed to:
Kinross Gold U.S.A., Inc.
Attn: Land Department
5075 South Syracuse Street, Suite 800
Denver, CO 80237
(b) Inurement. All covenants, conditions, indemnities, limitations and provisions contained in this Agreement apply to, and are binding upon, the parties to this Agreement, their heirs, representatives, successors and assigns.
(c) Implied Covenants. The only implied covenants in this Agreement are those of good faith and fair dealing.
(d) Waiver. No waiver of any provision of this Agreement, or waiver of any breach of this Agreement, shall be effective unless the waiver is in writing and is signed by the party against whom the waiver is claimed. No waiver of any breach shall be deemed to be a waiver of any other subsequent breach.
(e) Modification. No modification, variation or amendment of this Agreement shall be effective unless it is in writing and signed by all parties to this Agreement.
(f) Entire Agreement. This Agreement sets forth the entire agreement of the parties with respect to the transactions contemplated herein and supersede any other agreement, representation, warranty or undertaking, written or oral.
(g) Memorandum. A short form of this Agreement in the form attached as Exhibit E shall be recorded in the records of Hinsdale County, Colorado promptly after execution of this Agreement. This Agreement shall not be recorded.
(h) Confidentiality of Information; Press Releases. Except for recording the Memorandum pursuant to Section 17(g) above, and as otherwise provided in this Section 17(h), the terms and conditions of this Agreement, and all data, reports, records and other information developed or acquired by any party in connection with this Agreement, shall be treated by the parties as confidential, and no party shall reveal or otherwise disclose such information to third parties without the prior written consent of the other party. This restriction shall not apply to disclosures to any Affiliate, to any public or private financing agency or institution, to any securities regulatory authority, to any contractors or subcontractors the parties may engage and to employees or consultants of the parties, or to any third party to which a party contemplates the transfer, sale, assignment, encumbrance or other disposition of their interest in the Property, or with which a party or its Affiliate contemplates a merger, amalgamation or other corporate reorganization; provided, however, that any such third party to whom disclosure is made has a legitimate business need to know the disclosed information, and shall first agree in writing to protect the confidential nature of such information at least to the same extent as the parties are obligated under this Section. In the event a party is required to disclose the terms of this Agreement to any federal, state or local government, any court, agency or department thereof, or any stock exchange or securities regulatory authority, the party so required shall immediately notify the other party of such requirement and the proposed form and content of the disclosure. To the extent legally permissible, such notice shall be delivered at least two business days prior to the date of the disclosure. The non-disclosing party shall have the right to review and comment upon the form and content of the disclosure and to object to such disclosure to the entity seeking the information, and to seek confidential treatment of that information by the receiving entity. Before issuing any press release relating to this Agreement or the Property, the releasing party shall provide the other party three business days advance written notice, with a copy of the proposed release. The releasing party shall make any reasonable changes to the proposed release requested by the other party. The confidentiality obligations under this Section shall survive for two (2) years following termination of this Agreement.
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(i) Amendment. This Agreement may not be amended or modified except by an instrument in writing, signed by both parties hereto.
(j) Further Assurances. Each of the parties agrees that it shall take from time to time such actions and execute such additional instruments as may be reasonably necessary or convenient to implement and carry out the intent and purpose of this Agreement.
(k) Dispute Resolution. Disputes arising under or in connection with this Agreement, or the construction or enforcement thereof shall be resolved in accordance with this Section. In the event of any such dispute, a party may provide a notice to the other party summarizing the grounds for the dispute (“Dispute Notice”). The parties shall endeavor to resolve any dispute amicably by negotiation between a member of each party having a title of Vice President or above who has authority to settle the dispute, each of whom is at a higher level of management than the persons with direct responsibility for administration or performance of this Agreement. Any dispute that is not resolved by such negotiation shall be finally resolved by a federal or state court in the State of Colorado having jurisdiction over the disputed matter. The parties agree that the exclusive venue for any such litigation shall be in Denver, Colorado. The parties agree to waive any right to trial by jury in any such litigation.
(l) Construction. The section and paragraph headings contained in this Agreement are for convenience only, and shall not be used in the construction of this Agreement. The invalidity of any provision of this Agreement shall not affect the enforceability of any other provision of this Agreement.
(m) Currency. All references to dollars herein shall mean United States dollars.
(n) Governing Law. This Agreement shall be governed by, interpreted and enforced in accordance with the laws of the State of Colorado, without regard to its conflicts of laws provisions.
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(o) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
LKA GOLD INCORPORATED
By: /s/ Kye Abraham
Name: Kye Abraham
Title: President
KINROSS GOLD U.S.A., INC.
By: /s/ Lauren Roberts
Name: Lauren Roberts
Title: President
July 14, 2015 TSX: GPR
For Immediate Release NYSE MKT: GPL
NEWS RELEASE
GREAT PANTHER SILVER REPORTS SECOND QUARTER 2015 PRODUCTION RESULTS AND INCREASED PRODUCTION GUIDANCE
GREAT PANTHER SILVER LIMITED (TSX: GPR) (NYSE MKT: GPL) (“Great Panther”; the “Company”) announces record production results for the second quarter (“Q2”) 2015 from its two wholly-owned Mexican silver mining operations, and increases its production guidance for the year.
Second Quarter 2015 Consolidated Production Highlights (Compared to First Quarter (“Q1”) 2015 and Second Quarter (“Q2”) 2014) and Revised Production Guidance
Metal production increased 10% and 51%, respectively, to a record 1,088,355 silver equivalent ounces ("Ag eq oz")
Silver production rose 9% and 54%, respectively, to a record 648,810 silver ounces ("Ag oz")
Gold production increased 13% and 41%, respectively, to a record 5,322 gold ounces ("Au oz")
Ore processed decreased 12% and rose 8%, respectively, to 87,476 tonnes
Full year production guidance increased by 8%, from 3.5 to 3.6 million Ag eq oz to 3.8 to 3.9 million Ag eq oz
“Great Panther’s quarterly metal production exceeded one million silver equivalent ounces for the first time, including individual records for silver and gold production,” stated Robert Archer, President & CEO. “While the ramp up in production at San Ignacio since commencing commercial production in June 2014 is a major factor in the increase in production over Q2 of last year, we continue to make changes necessary to adapt to the current metal price environment and the result has been an improvement in ore grades and overall efficiencies. Silver grades improved at the main Guanajuato Mine and gold grades were significantly higher at San Ignacio. I would like to congratulate our team for achieving this quarter’s milestones and giving us the confidence to raise our production guidance for the year."
The Company is increasing 2015 production guidance to 3.8 to 3.9 million Ag eq oz from 3.5 to 3.6 million Ag eq oz. While operational improvements contributed to the strong grade performance in Q2, grades are expected to moderate somewhat in the second half of 2015.
Management is also reviewing cash cost and all-in sustaining cost guidance for 2015 and expects to provide an update with its Q2 2015 earnings release scheduled for August 6th. Cash cost was well below guidance in the first quarter of 2015 and, with even further improved grades at Guanajuato, Q2 2015 cash cost is expected to be materially lower than the current guidance for 2015.
Page - 2
Consolidated Q2 Operations Summary Q2 2015 Q2 2014 Change Q2 2015 Q1 2015 Change
Ore processed (tonnes milled) 87,476 80,964 8% 87,476 99,252 -12%
Silver equivalent ounce production1, 2 1,088,355 718,794 51% 1,088,355 987,887 10%
Silver ounce production 648,810 420,001 54% 648,810 597,111 9%
Gold ounce production 5,322 3,773 41% 5,322 4,703 13%
Lead production (tonnes) 300 302 0% 300 279 8%
Zinc production (tonnes) 491 395 24% 491 441 11%
(1) Silver equivalent ounces for 2015 are calculated using a 65:1 Ag:Au ratio, and ratios of 1:0.050 and 1:0.056 for the price/ounce of silver to lead and zinc price/pound.
(2) Silver equivalent ounces for 2014 were calculated at consistent prices of US$18.50 per oz, US$1,110 per oz (60:1 ratio), US$0.90 per lb and US$0.85 per lb for silver, gold, lead & zinc, respectively, and applied to the recovered metal content of the concentrates produced.
Guanajuato Mine Complex
Total metal production during Q2 2015 at the Guanajuato Mine Complex (“GMC”) was a record 818,841 Ag eq oz, representing increases of 15% and 74%, respectively, compared to the first quarter of 2015 and second quarter of 2014. The increase in production over Q2 2014 is largely due to the ramp up in production at San Ignacio since commencing commercial production in June of last year, while the increase over Q1 2015 is attributed to higher ore grades throughout the GMC combined with slight improvements in metal recoveries.
GMC Q2 Operations Summary Q2 2015 Q2 2014 Change Q2 2015 Q1 2015 Change
Ore processed (tonnes milled) 71,131 63,646 12% 71,131 82,026 -13%
Silver equivalent ounce production 1, 2 818,841 470,589 74% 818,841 713,371 15%
Silver ounce production 482,551 251,687 92% 482,551 417,770 16%
Gold ounce production 5,174 3,648 42% 5,174 4,548 14%
Ag grade (g/t) 233 139 67% 233 177 32%
Au grade (g/t) 2.49 1.99 25% 2.49 1.92 30%
Ag recovery (%) 90.5% 88.4% 2% 90.5% 89.7% 1%
Au recovery (%) 91.0% 89.4% 2% 91.0% 89.9% 1%
(1) Silver equivalent ounces for 2015 are calculated using a 65:1 Ag:Au ratio.
(2) Silver equivalent ounces for 2014 were calculated at consistent prices of US$18.50 per oz of silver and US$1,110 per oz of gold (60:1 ratio) and applied to the recovered metal content of the concentrates produced.
The increase in ore grades during the second quarter of 2015 was due to a number of factors including higher cut-off grades and new grade control measures implemented at all mining areas, and some high grade pillar recoveries. As a result, ore tonnage processed at Guanajuato decreased 13% compared to the first quarter of 2015.
Output from San Ignacio was consistent with the prior quarter at approximately 370 tonnes per day but metal production increased 15% over the same period. This was achieved through a greater focus on the new South Extension zones, which contributed higher ore grades, particularly gold. As a result, San Ignacio accounted for 45% of the overall gold production at the GMC in Q2 2015, 31% of the total metal production and 36% of the tonnes milled.
Underground drilling continues to focus on the definition of high grade resources, mainly in the areas currently being mined. A total of 4,816 metres was drilled in the second quarter at Guanajuato, for a year-to-date total of 8,250 metres. Almost half of the drilling during the quarter was undertaken in the Valenciana area in order to update the resource estimate for the zone which is expected to be completed in the current quarter. Once complete, the Valenciana resource will be evaluated for near term production.
Page - 3
Topia Mine
Topia metal production decreased slightly when compared to the previous quarter, but increased 9% over the Q2 2014. The increase over the comparative quarter of 2014 was achieved due to higher ore grades, separate processing campaigns for gold-rich mines, and commissioning of two additional flotation cells.
Ore processed at Topia decreased 5% and 6%, respectively, compared to the first quarter of 2015 and second quarter of 2014. This is mostly attributed to weaker ground conditions at the Argentina mine and narrower veins encountered at several of the nine mines. Extensive rainfall in June also hampered ore transport to the plant.
Topia Q2 Operations Summary Q2 2015 Q2 2014 Change Q2 2015 Q1 2015 Change
Ore processed (tonnes milled) 16,345 17,319 -6% 16,345 17,225 -5%
Silver equivalent ounce production 1, 2 269,514 248,205 9% 269,514 274,515 -2%
Silver ounce production 166,258 168,314 -1% 166,258 179,341 -7%
Gold ounce production 149 125 19% 149 155 -4%
Lead production (tonnes) 300 302 0% 300 279 8%
Zinc production (tonnes) 491 395 24% 491 441 11%
Ag grade (g/t) 350 336 4% 350 357 -2%
Au grade (g/t) 0.48 0.40 19% 0.48 0.44 9%
Ag recovery (%) 90.5% 89.8% 1% 90.5% 90.8% 0%
Au recovery (%) 59.2% 56.1% 6% 59.2% 63.5% -7%
(1) Silver equivalent ounces for 2015 are calculated using a 65:1 Ag:Au ratio, and ratios of 1:0.050 and 1:0.056 for the price/ounce of silver to lead and zinc price/pound.
(2) Silver equivalent ounces for 2014 were calculated at consistent prices of US$18.50 per oz, US$1,110 per oz (60:1 ratio), US$0.90 per lb and US$0.85 per lb for silver, gold, lead & zinc, respectively, and applied to the recovered metal content of the concentrates produced.
Outlook
Given better than expected production results for the first half of 2015, the Company is increasing its production guidance for 2015 by approximately 8%, from 3.5 to 3.6 million Ag eq oz to 3.8 to 3.9 million Ag eq oz. While improved grade control and higher cut-off grades at all mines should maintain higher production levels, it is still early in the production history of the South Extension zones at San Ignacio. Grade fluctuations are possible and the Company may consider alternate mining methods in order to reduce costs which could also impact head grades. The revised guidance represents an approximate 21% increase over 2014 production, including a small impact from the change in ratios in determining Ag eq oz to account for the movement in metal prices over the past year. Consolidated Cash Cost and All-In Sustaining Cost are being reviewed for a potential lowering of the annual guidance figures and a further update will be provided when the earnings results for the quarter are released.
Release of Second Quarter, 2015 Financial Results and Conference Call
The Second Quarter, 2015 financial results will be released after market on Wednesday, August 5, 2015 and a conference call and webcast will be held at 8:00am PST (11:00am EST) on Thursday, August 6, 2015.
Page - 4
ABOUT GREAT PANTHER
Great Panther Silver Limited is a primary silver mining and exploration company listed on the Toronto Stock Exchange trading under the symbol GPR, and on the NYSE MKT trading under the symbol GPL. Great Panther’s current activities are focused on the mining of precious metals from its two wholly-owned mining operations in Mexico: the Guanajuato Mine Complex, which includes the San Ignacio satellite mine, and the Topia Mine in Durango. Recently, the Company signed a two-year option agreement to acquire a 100% interest in the Coricancha Mine Complex in the central Andes of Peru and, through the acquisition of Cangold Limited, now holds an option to acquire a 100% interest in the advanced stage Guadalupe de los Reyes Project in Mexico.
Robert A. Archer
President & CEO
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of Canadian securities laws (together, "forward-looking statements"). Such forward-looking statements may include but are not limited to the Company's plans for production at its Guanajuato and Topia Mines in Mexico, exploring its other properties in Mexico, the overall economic potential of its properties, the availability of adequate financing and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements expressed or implied by such forward-looking statements to be materially different. Such factors include, among others, risks and uncertainties relating to potential political risks involving the Company's operations in a foreign jurisdiction, uncertainty of production and cost estimates and the potential for unexpected costs and expenses, physical risks inherent in mining operations, currency fluctuations, fluctuations in the price of silver, gold and base metals, completion of economic evaluations, changes in project parameters as plans continue to be refined, the inability or failure to obtain adequate financing on a timely basis, and other risks and uncertainties, including those described in the Company's Annual Information Form for the year ended December 31, 2014 and Material Change Reports filed with the Canadian Securities Administrators available at www.sedar.com and reports on Form 40-F and Form 6-K filed with the Securities and Exchange Commission and available at www.sec.gov.
For additional information, please contact:
Spiros Cacos
Director Investor Relations
Toll free: 1 888 355 1766
Tel: +1 604 638 8955
Email: scacos@greatpanther.com
www.greatpanther.com
And not a dime of shareholder money went into the camp bird mine. I stand by my post.
Agreed. I like the company but did not consider holding it long term because they have a pretty small operation, maybe the new exploration will turn out good. They really don't have anything to lose with the deal since they are not in a position to fund it themselves. That said I am guessing it continues to trade in the same range for a while. Even just trading the bid ask spread a lot of days is profitable if you can manage to snag enough shares to make it worthwhile.
I have bought and sold quite a few times and done ok. I like the company just dont think the deal is a game changer at least not for a few years.
Vale a mid-level producer nobody has heard of?
Hochschild?
ANTOFAGASTA?
those are all multibillion dollar companies
with a market cap HIGHER than kinross
Antofagasta now has a market cap of $10B
Vale 27B
First Quantum: 9B
they could eat kinross for lunch
New to the industry, um no.
I have seen plenty of other similar deals happen, Midway Gold and Barick on Spring Valley for one. Here are several recent ones.
Also, most of these deals include a MINIMUM amount to be spent within X years unlike the LKAI deal.
Im not saying its a bad deal, just not one to jump and and down about.
http://www.goldenarrowresources.com/s/NewsReleases.asp?ReportID=420313&_Type=News-Releases&_Title=Golden-Arrow-Options-Two-Projects-to-Vale
http://www.millrockresources.com/news/millrock-enters-option-to-joint-venture-agreement-and-plans-drilling-on-the-alaska-peninsula-copper-gold-project-alaska/
http://www.rivres.com/index.php/projects/strategic-alliances/antofagasta-nw-mexico
http://www.rivres.com/index.php/projects/strategic-alliances/hochschild-alliance
Kinross is under no obligation to spend anything, they have the right to drill but are not required to do so. Apparently the market agrees with me because the share price is .40
The way I read it, LKAI gets no money upfront, they are only allowing Kinross to drill and if over the next 5 years they locate 50K ozs. LKAI has the option to reimburse Kinross for 40% of their costs in exchange for a 35% interest. (where will those funds come from?)
Guess its an ok deal since LKAI does not have the money to explore but means nothing short term to medium term.
Dang. Just noticed race started. If I was to late last weeks picks are fine. Was getting my grass cutting done.
18 20 88
Ya. I guess its better than most, plenty of sheep for out there shearing.
Great Panther Silver updates mineral resources at Topia mine
TSX: GPR
NYSE MKT: GPL
VANCOUVER, July 9, 2015 /PRNewswire/ - GREAT PANTHER SILVER LIMITED (TSX: GPR)(NYSE MKT: GPL) ("Great Panther", the "Company") provides an update to the Mineral Resource Estimate ("MRE") at the Company's 100% owned Topia Silver-Gold-Lead-Zinc Mine operation in Durango, Mexico.
Highlights of the updated Mineral Resource Estimate:
Measured & Indicated ("M&I") mineral resources increased by 41%, year over year, to 346,200 tonnes grading 624g/t silver, 1.31g/t gold, 4.50% lead and 4.19% zinc, containing 11.58 million silver equivalent ounces ("Ag eq oz")
Inferred mineral resources increased by 29%, year over year, to 357,400 tonnes grading 592g/t silver, 1.31g/t gold, 3.44% lead and 3.96% zinc, containing 11.05 million Ag eq oz
"The significant increase in the Topia Mineral Resource Estimate reflects continual refinements and improvements in our resource model," stated Robert Archer, President & CEO. "The improved modeling, successful in-vein development and better reconciliation between the geological model and actual mine output resulted in an increase in estimated tonnage and contained ounces, in spite of a notable drop in the silver price. In addition, our operations team continues to convert Inferred resources to M&I resources through underground development and sampling, underpinning the long mine life at Topia."
Table 1: Mineral Resource Estimate
Topia Mine Mineral Resource Estimate, effective date November 30, 2014
Category
Tonnage
Ag g/t
Au g/t
Pb %
Zn %
Total Measured
180,400
606
1.44
4.26
4.52
Total Indicated
165,800
644
1.17
4.75
3.82
Total Measured & Indicated
346,200
624
1.31
4.50
4.19
Total Inferred
357,400
592
1.31
3.44
3.96
Notes:
1.
CIM Definitions were followed for Mineral Resources.
2.
Mineral Resources are reported using different Net Smelter Return (NSR) cut-off values for the different mines as follows: US$167/t for the 1522 Mine, US$197/t for Argentina, US$153/t for Durangueno, US$189/t for Hormiguera, US$196/t for Recompensa, US$173/t for El Rosario, and US$204/t for La Prieta.
3.
Area-specific bulk densities are as follows: Argentina - 3.06t/m3; 1522 - 3.26t/m3; Durangueno - 3.12t/m3; El Rosario - 3.00t/m3; Hormiguera - 2.56t/m3; La Prieta - 2.85t/m3; Recompensa - 3.30t/m3.
4.
A minimum mining width of 0.30 metres was used.
5.
Mineral Resources are estimated using metal prices of: US$1,200/oz Au, US$17.00/oz Ag, US$0.90/lb Pb, and US$0.95/lb Zn. Silver equivalent calculations used the same metal pricing and 2014 recoveries of 89.9% for Ag, 56.4% for Au, 94.0% for Pb and 92.3% for Zn. Totals may not agree due to rounding.
Table 2: Contained metal (all veins)
Category
Tonnage
Ag oz
Au oz
Pb lbs
Zn lbs
Ag eq oz
M&I Resource
346,200
6,950,000
14,560
34,320,000
31,950,000
11,580,000
Inferred Resource
357,400
6,810,000
15,060
27,140,000
31,240,000
11,050,000
Table 3: Percentage change 2014 over 2013
Category
2014 Ag eq oz
2013 Ag eq oz
Change
M&I Resource
11,580,000
8,190,000
+41%
Inferred Resource
11,050,000
8,560,000
+29%
The updated MRE was classified according to the CIM Definition Standards on Mineral Resources and Mineral Reserves and, as such, is consistent with the requirements of NI 43-101. It has an effective date of November 30, 2014 and replaces the previous estimate completed by Great Panther Silver Limited (Brown, R.F. and Sprigg, L.) in 2013. Reporting delays were caused by challenges relating to the complexity of the multiple vein zones at Topia.
This MRE provides an update for 40 veins from nine mining areas. It is based on an approximate average Net Smelter Return ("NSR") cut-off value of US$180/tonne, corresponding to 2014 mining, processing, concentrate shipment and treatment, and general and administrative costs for each mining area. Capping of grades and a minimum true width of 0.30 metres were individually applied to each of the veins making up the summary in Table 1 above.
While most of the current resource base came from Great Panther's diamond drilling and underground development, the resource estimated for certain veins on the property (e.g. Argentina) came largely from the verification of Peñoles' sampling on levels that are planned for access in 2015 and later, and are still intact. The majority of Great Panther's mining to date has come from new mine development on veins reported in these estimates. The new total contained metal for the mineral resource categories is shown in Table 2 above.
Due to the steep topography and the nature of the narrow veins at Topia, surface drilling is typically widely spaced and is used as a guide for underground development by locating and confirming structural continuity and grade, while development by drifting, sampling, and some underground drilling along the veins defines the M&I mineral resource. Accordingly, surface drilling is used to determine Inferred resources.
The 40 veins or vein segments from which this MRE was derived, were wire-framed using Leapfrog software. A minimum 0.30 metre width was set to the wire-frames. Geological interpretation of the veins was based on detailed level mapping along the veins, surface and underground drilling, and the insights of the site mine geologist. The block modelling was conducted using MicroMine software and the Inverse Distance Cubed grade estimation method. The grade of samples less than 0.30 metres in length/width was diluted to the minimum true width of 0.30 metres. The NSR calculation was then completed on diluted and capped block model assays.
Analysis of underground mine samples is completed on site, with check assays and drill-core sample assays performed by the independent SGS Minerals Services laboratory at the Company's Guanajuato Mine Complex, Mexico. The Company's QA/QC program includes the regular insertion of blanks and standards into the sample shipments, diligent monitoring of assay results, and necessary remedial actions. Silver was completed with AAS12B technique, with over-limits (300g/t) completed by FAG323. Gold was completed with FAA313 technique, with over-limits (10g/t) completed by FAG323. Lead, zinc, copper, arsenic and antimony assays were completed using atomic absorption spectroscopy. At the Topia Mine laboratory, silver, gold, lead, zinc, and iron assays are completed using atomic absorption spectroscopy. Silver (300g/t) and gold (10g/t) over-limits are completed by fire-assay. Robert F. Brown, P. Eng. and Vice-President of Exploration for Great Panther Silver and its wholly owned Mexican subsidiary, Minera Mexicana El Rosario, S.A. de C.V., is designated as the Qualified Person for the Topia Mine under the meaning of NI 43-101, and has reviewed this news release.
ABOUT GREAT PANTHER
Great Panther Silver Limited is a primary silver mining and exploration company listed on the Toronto Stock Exchange trading under the symbol GPR, and on the NYSE MKT trading under the symbol GPL. Great Panther's current activities are focused on the mining of precious metals from its two wholly-owned mining operations in Mexico: the Guanajuato Mine Complex, which includes the San Ignacio satellite mine, and the Topia Mine in Durango. Recently, the Company signed a two-year option agreement to acquire a 100% interest in the Coricancha Mine Complex in the central Andes of Peru and, through the acquisition of Cangold Limited, now holds an option to acquire a 100% interest in the advanced stage Guadalupe de los Reyes Project in Mexico.
Robert Archer
President & CEO
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and forward-looking information within the meaning of Canadian securities laws (together, "forward-looking statements"). Such forward-looking statements may include but are not limited to the Company's plans for production at its Guanajuato and Topia Mines in Mexico, exploring its other properties in Mexico, the overall economic potential of its properties, the availability of adequate financing and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements expressed or implied by such forward-looking statements to be materially different. Such factors include, among others, risks and uncertainties relating to potential political risks involving the Company's operations in a foreign jurisdiction, uncertainty of production and cost estimates and the potential for unexpected costs and expenses, physical risks inherent in mining operations, currency fluctuations, fluctuations in the price of silver, gold and base metals, completion of economic evaluations, changes in project parameters as plans continue to be refined, the inability or failure to obtain adequate financing on a timely basis, and other risks and uncertainties, including those described in the Company's Annual Information Form for the year ended December 31, 2014 and Material Change Reports filed with the Canadian Securities Administrators available at www.sedar.com and reports on Form 40-F and Form 6-K filed with the Securities and Exchange Commission and available at www.sec.gov.
SOURCE Great Panther Silver Limited
RELATED LINKS
http://www.greatpanther.com
I got the mailer today, no idea why or how they got my info, but it seems odd that more than twice their total assets and many times revenue was spent on it.
Im thinking the "victims" should be thanking NASCAR for saving their dumb asses with such a great fence.
Also thinking about the rally races held all over Europe where the fans actually line the roadway.
If they are successful in the marijuana initiative I bet they find someone to sue over its use in a few years.
Morgan and Morgan chase ambulances all over with 250 attorneys in
Florida, Georgia, Mississippi, Tennessee, Kentucky, New York & Pennsylvania.
They sure do spend a lot of money on TV time, seems like they are on every commercial break.
If you have Mesothelioma or Vaginal mesh they appear to be the folks to call.
Chanticleer Holdings Closes Acquisition of BT’s Burger Joint
CHARLOTTE, NC – July 6, 2015 -- Chanticleer Holdings, Inc. (NASDAQ: HOTR) (Chanticleer Holdings, or the “Company”), owner and operator of multiple restaurant brands internationally and domestically, announced today that it closed the acquisition of BT’s Burger Joint (“BT”), a better burger concept in North Carolina, on July 1, 2015. With four locations, three in Charlotte and one in Asheville, the acquisition immediately doubles Chanticleer’s presence in the Charlotte market.
“We continue to execute our growth strategy with the acquisition of BT’s Burger Joint. Increasing market share in North Carolina strengthens our Company both in revenue and brand building. This, along with our recent acquisition of Virginia-based BGR: The Burger Joint, creates exciting times for Chanticleer and our shareholders,” said Mike Pruitt, CEO of Chanticleer Holdings, Inc.
Chanticleer Holdings now has 51 locations worldwide including fourteen Hooters restaurants, five American Burger Co. restaurants, seven Just Fresh locations, twenty-one BGR: The Burger Joint locations and four BT’s Burger Joint locations.
For more information on the acquisition, please refer to Chanticleer Holding’s Form 8-K filing filed with the SEC on July 6, 2015, available online at www.sec.gov.
About Chanticleer Holdings, Inc
Headquartered in Charlotte, NC, Chanticleer Holdings (HOTR), together with its subsidiaries, owns and operates restaurant brands in the United States and internationally. The Company is a franchisee owner of Hooters® restaurants in international markets including Australia, South Africa, and Europe, and two Hooters restaurants in the United States. The Company also owns and operates American Burger Co., BGR: The Burger Joint, and owns a majority interest in Just Fresh restaurants in the U.S.
For further information, please visit www.chanticleerholdings.com
Facebook: www.Facebook.com/ChanticleerHOTR
Twitter: http://Twitter.com/ChanticleerHOTR
Google+: https://plus.google.com/u/1/b/118048474114244335161/118048474114244335161/posts
Forward-Looking Statements:
Any statements that are not historical facts contained in this release are “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as “expects,” “plans,” “projects,” “will,” “may,” “anticipates,” “believes,” “should,” “intends,” “estimates,” and other words of similar meaning. Such forward-looking statements are based on current expectations, involve known and unknown risks, a reliance on third parties for information, transactions or orders that may be cancelled, and other factors that may cause our actual results, performance or achievements, or developments in our industry, to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from anticipated results include risks and uncertainties related to the fluctuation of global economic conditions, the performance of management and our employees, our ability to obtain financing or required licenses, competition, general economic conditions and other factors that are detailed in our periodic reports and on documents we file from time to time with the Securities and Exchange Commission. The forward-looking statements contained in this press release speak only as of the date the statements were made, and the companies do not undertake any obligation to update forward-looking statements. We intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA.
Press Information:
Chanticleer Holdings, Inc.
Investor Relations
Phone: 704.366.5122
ir@chanticleerholdings.com
Investor Relations
John Nesbett/Jennifer Belodeau
Institutional Marketing Services (IMS)
Phone 203.972.9200
jnesbett@institutionalms.com
No fireworks display but,
Progress is being made on all fronts, just slower than hoped due to limited funds.
Lee is spending most of his time raising money.
The Jim Crow is moving forward with a limited crew.
We just got 1800 feet of rails last week for underground tracks at a really good price and
got a Cat 966 loader which is being used to move the tailings pond and to relocate some roadway in order
to provide better access.
The company has done everything they are supposed to on the new share issuance, no idea
how long the transfer agent and brokers will take to do their part, but shares should start showing
up in a week or so?????????
Sent you an email Rob.
Superfly asked me to post 20 41 88 for him. Apparently when he visits home on the weekend he has dial up internet with a 1200 baud modem.
4. 41. 88. Please
That letter has been there since at least 2013.
Added 5 more of the $105 calls at $3.90
Bought 5 of the 2017 $95 calls at $8.15