Fortress Financial Group fka FFGO

[Texan77]

17. Confidentiality.
Except as set forth in Section 20, the parties hereto agree to treat all data, reports, records and other information developed under this Agreement and applicable to
the Property as confidential, and unless any party is required by any law, rule, regulation or order to disclose any of such information, it shall not be disclosed to any
person other than consultants, contractors or potential investors or assignees, without the written agreement of both parties, which will not unreasonably be withheld.


http://www.otcmarkets.com/edgar/GetFilingPdf?FilingID=7385235


AMENDED AND RESTATED
PROJECT ACQUISITION AGREEMENT
BETWEEN
BOUSE GOLD, INC.
AND
SEARCHLIGHT EXPLORATION, LLC.
Dated as of July 28, 2010
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AMENDED AND RESTATED
PROJECT ACQUISITION AGREEMENT
This AMENDED AND RESTATED PROJECT ACQUISITION AGREEMENT (this "Agreement"), dated as of July 28, 2010 is made by and between Bouse Gold, Inc.,
a Wyoming corporation with an address of 2870 S. Jones Blvd., Las Vegas, NV 89146 ("Company") and Searchlight Exploration LLC, an Arizona limited liability
company with offices at 9212 Empire Rock Street., Las Vegas, NV 89143 U.S.A. ("Searchlight" or "Claimholder").
1. Summary of Transaction.
In consideration of a 9.99% ownership interest in the Company through issuance of the Company’s shares of Common Stock and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Claimholder hereby sells to the Company the unpatented lode mining claims known as
the Bouse Gold Project and more particularly described in Exhibit A hereto (the "Property") upon the terms and conditions set forth in this Agreement.
2. Title to the Property.
A. Claimholder hereby represents and warrants to Company as follows:
(i) Claimholder owns or is able to convey a full and undivided interest in and to each of the unpatented mining claims included in the Property as of the date hereof;
(ii) To the best of the knowledge, information and belief of Claimholder, all such claims have been validly located and maintained in accordance with all applicable laws
and regulations;
(iii) All such claims are free and clear of all liens, claims, and encumbrances whatsoever, subject only to the paramount interest of the United States of America
and / or the State of Arizona; all taxes, if any, which may be or which may become a lien upon the Property, as of the date hereof, have been paid;
(iv) The Property is not in any manner encumbered as a result of any conduct or activity of Claimholder;
(vi) Having secured the approval of its members to the terms and conditions of this Agreement, Claimholder has full and complete authority to execute this
Agreement and to grant the rights herein conferred on Company; and
(vii) Claimholder has no knowledge that any of the mining claims comprising the Property are invalid, or that, except for any patented ground lying within the Project Area,
there are other senior mining claims in conflict with any of such claims.
3. Payments by the Company.
Following transfer of title to the Property under Section 7, Company shall pay to Claimholder (i) the Claimholder's net profits interest (NPI) under Section 8A and (ii) the
Claimholder's net smelter return (NSR) royalty under Section 8B. Company's obligation to make payment under Section 8A and Section 8B shall cease to accrue on
the first to occur of (i) completion by Company of mining operations, residual leaching and reclamation in the Project Area or (ii) other
decision of Company to terminate operations in the Project Area and, if Claimholder so desires, to re-convey the property to Claimholder once reclamation and other
environmental obligations have been satisfied, although this provision shall not relieve Company from its obligation to make payments that accrued prior to such
occurrence.
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C. All payments shall be paid in US$ dollars in immediately available funds.
D. Company hereby represents and warrants to Claimholder that it has adequate financial resources to make the payments required under this Section 3, as well as the
Work Expenditures required under Section 4.
E. Company has previously issued to Searchlight Common Stock of the Company equal to 9.99% of the Company’s Common Stock and will issue to Searchlight such
additional shares of the Company’s Common Stock as shall be necessary to maintain Searchlight’s interest at 9.99%. The shares shall be validly issued, fully paid and non
assessable.
F. The previous Project Acquisition Agreement between the Company’s assignor dated January 27, 2004 was previously terminated and replaced with this Agreement,
which was previously amended and restated on October 7, 2005 (the “2005 Agreement”). The 2005 Agreement is further amended and restated as of the date (the “Effective
Date”) on which the following conditions are satisfied: (i) the closing of the acquisition of the Company Common Stock presently owned by Western Diversified Mining
Resources, Inc. by a person acceptable to Searchlight (the “Buyer”) and (ii) the assumption by the Buyer of Company’s accrued obligations for Work Expenditures and BLM
Claim Maintenance Fees hereunder, which are US$113,557 as of July 31, 2010.
G. Upon the Effective Date, the Company shall deliver to Searchlight a promissory note in the amount of Two Million Five Hundred Thousand Dollars
(US$2,500,000), representing an amendment fee and the balance then due to Searchlight pursuant to Section 3.F (ii). The promissory note shall be unsecured, shall bear simple
interest of 10% per annum, and shall be due and payable upon the earlier of the first anniversary of the effective date or the date on which the Buyer has acquired, directly or
through one or more intermediaries, at least 75% of the outstanding shares of the Company’s Common Stock.
4. Work Expenditures.
Until the earlier of (a) termination by Company of this Agreement under Section 6 or (b) transfer of title to the Company under Section 7, Company shall make the
work expenditures on or for the benefit of the Property in the following amounts:
B. The sum of US$100,000 on or before June 30, 2011.
C. The sum of US$100,000 on or before June 30 of each year thereafter.
Any excess of Work Expenditures in any year shall be carried forward to the succeeding year. If Work Expenditures in any year are deficient and Company desires to maintain
this Agreement in effect, Company shall pay Claimholder in immediately available funds a sum equal to the deficiency in lieu of the Work Expenditure shortfall. For
purposes of this Agreement, "Work Expenditures" is defined as sums spent or incurred by Company directly on the Property for exploration and development of the
Property, including drilling, geochemical sampling, geophysical or seismic survey, assaying, and ore reserve calculation; metallurgical and engineering
analyses; environmental and permitting analyses and activities; feasibility studies; and financing investigations; plus 5% of such direct costs in lieu of headquarters
overhead and general and administrative expenditures.
5. Rights and Obligations During Term.
The parties shall have the following rights and obligations prior to termination of this Agreement:
A. Access to Property and Provision of Data. Company shall have full access to the Property to conduct such investigations and examinations as Company may deem
desirable and to all information and data in Claimholder's possession and control pertaining to the Property necessary or desirable to enable Company to fully evaluate the
Property and its commercial feasibility. Claimholder agrees to cooperate fully with Company in its investigation.
B. Activities by Company. Company shall have exclusive possession of the Property, subject to the paramount rights of the United States and / or the State of
Arizona with respect to unpatented mining claims included in the Property, and shall have the exclusive right to conduct such exploration, evaluation, and
development activities on the Property (including bulk sampling)as Company may desire. Claimholder shall provide at Company's expense all reasonable assistance to
Company for the obtaining of any permits, licenses, and third party consents needed for such work. Company shall also have the right to contact the pertinent federal, state,
and local permitting agencies, and to negotiate with such agencies.
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C. Maintenance of Property. Company shall maintain in good standing all unpatented mining claims that comprise the Property. Company shall, as required by the
Federal Government with respect to unpatented mining claims on federal lands, perform required assessment work or timely pay all claim maintenance or rental fees and all
required property taxes, and shall timely make all filings and recordings in the appropriate governmental offices required in connection with such payments. In the event
Claimholder makes any such payment (although it shall have no obligation to do so), Company shall promptly reimburse Claimholder for payment of such holding costs upon
receipt by Company of evidence of such payment. Company shall have the right to amend or relocate in the name(s) of Claimholder any unpatented mining
claims included in the Property, to locate different types of claims on ground covered by existing claims, and to locate any fractions.
D. Sharing of Data. During each year, Company will share with Claimholder all information (including interpretive and non-interpretive data, subject to typical
disclaimers regarding interpretive data and statements that Claimholder may not rely upon the same) obtained from the exploration, evaluation, and
development activities pertaining to the Property, including providing a copy of any geological and other principal reports relating to the Property, and will report to
Claimholder in writing at least quarterly regarding the progress of the exploration and evaluation work and Work Expenditures made during the period.
E. Claimholder Access to Property. Claimholder may have access to the Property at its sole risk on reasonable notice, and shall be entitled to conduct
tours of the Property for investor relations and financing activities. Claimholder's exercise of its access rights shall not interfere in any way with Company's operations
on the Property, which shall take precedence in the event of any conflict.
F. Conduct of Operations by Company at the Property. All of the exploration, development, mining, milling and related work and any other activities which may
be performed by Company or its agents or contractors hereunder shall be performed in accordance with all of the terms and conditions of this Agreement and good mining
practices, but the timing, nature, manner and extent of any exploration, development or any other operations or activities hereunder shall be in the
sole discretion of Company, and there shall be no implied covenant to begin or continue any such operations or activities.
G. Indemnity. Except for damages sustained by Claimholder while on the Property pursuant to Section 5F., Company agrees to indemnify and hold
Claimholder and its affiliates, and their respective, officers, directors, employees, agents, members, partners and agents harmless from and against any loss,
liability, cost, expense or damage (including reasonable attorney's fees) that may be incurred for injury to or death of persons or damage to property, or otherwise, as a result
of Company or its agents or contractors conducting any operations on or in connection with the Property.
H. Insurance. Company agrees to carry such insurance, covering all persons working at or on the Property for Company, as will fully comply with the
requirements of the statutes of the State of Arizona pertaining to worker's compensation and occupational disease and disabilities as are now in force or as may
be hereafter amended or enacted. In addition, Company agrees to carry liability insurance with respect to its operations at the Property in reasonable amounts in accordance
with accepted industry practices. Company agrees that
Claimholder shall be named as an additional insured on all such policies, and agrees to forward to Claimholder certificates of such insurance policies not later than 10 days
prior to the date that Company commences any such activities on the Property. Company shall have no right to commence any such activities until such certificates are
delivered to Claimholder.
I. Compliance with Laws. Company agrees to conduct and perform all of its operations at the Property during the term of this Agreement in compliance with all valid and
applicable federal, state and local laws, rules and regulations, including without limitation laws, rules and regulations pertaining to environmental protection, human
health and safety, social security, unemployment compensation, wages and hours and conditions of labor, and Company shall indemnify and hold Claimholder harmless
from and against any loss, liability, cost, expense or damage (including reasonable attorney's fees) arising from or related to Company's failure to comply with said laws.
J. Taxes. During the term of this Agreement, Company shall be responsible for payment of all taxes levied or assessed upon or against the Property, as well as any facilities
or improvements located thereon.
K. Liens and Encumbrances. Company shall keep title to the Property free and clear of all liens and encumbrances resulting from its operations hereunder; provided,
however, that Company may refuse to pay any claim asserted against it which it disputes in good faith. At its sole cost and expense, Company shall contest any suit, demand
or action commenced to enforce such a claim and, if the suit, demand or action is decided by a court or other authority of ultimate and final jurisdiction against Company or
the Property, Company shall promptly pay the judgment and shall post any bond and take all other action necessary to prevent any sale or loss of the Property or any
part thereof. Company shall permit Claimholder to post Notices of Non-Responsibility at the collars of any shafts and in other locations required under Arizona law in order
to prevent certain liens from attaching to the Property, and Company shall take all actions reasonably necessary to keep such notices posted in these locations.
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L. Reclamation and Remediation. Company shall reclaim the Property, to the extent disturbed by Company during the term of this Agreement, in accordance with and
as required by applicable federal, state and local laws, rules and regulations.
6. Right to Terminate.
A. Termination.
(1) By the Company. Company may terminate this Agreement at any time at its sole option by giving Claimholder 30 days' prior written notice, upon which all
rights and obligations of the parties under this Agreement shall cease, except for any limitation of liability, indemnification, and confidentiality
provisions set forth herein; provided, however, that (i) if Company terminates this Agreement after April 1 of any year, Company agrees to pay governmental fees and make
all governmental filings necessary to maintain the unpatented mining claims for the assessment year commencing on September 1 next following such notice of termination
and(ii) if Company terminates this Agreement on or before April 30 of any year, Company shall remain obligated to comply with Section 4 for the contract year ended June
30 of such year.
(2) By Claimholder. In the event that(i)Company shall fail to pay any of its monetary obligations under this Agreement when due and shall not pay
same within 14 days following notice thereof by Claimholder or (ii) Company shall fail to perform any of its nonmonetary obligations under this
Agreement and shall not cure its failure within 30 days following notice thereof by Claimholder (in each case an "uncured default"), Claimholder may terminate this
Agreement upon three days written notice to Company. Termination pursuant to this Section 6.A.(2) shall not excuse Company from any of its obligations which
accrued prior to the date of termination, and Claimholder shall retain all of its rights in law or in equity with respect thereto.
B. Return of Data. As soon as practicable upon the termination of this Agreement, Company shall return to Claimholder copies of all title, environmental,
metallurgical, geological, geophysical, milling and other data concerning the Property and furnished by Claimholder or previous owners of the Property or their agents or
consultants to Company. At such time, Company shall also make available to Claimholder for examination and copying all survey maps, drill hole logs, sample locations
and assays developed by Company with respect to the Property during the term of this Agreement and not previously made available to Claimholder and shall
transfer custody to Claimholder of all drill cores.
C. Release. Upon termination of this Agreement, Company will promptly execute and deliver to Claimholder appropriate documents of conveyance releasing and
conveying its interest in the Property to Claimholder.
D. Surrender of Possession and Removal of Equipment. Upon termination of this Agreement, Company shall surrender possession of the Property, subject to the
condition that Company shall have the right at any time within one year (or such longer period as Company can demonstrate is reasonably necessary) after such surrender
or termination of this Agreement to (i) complete any reclamation obligations required of Company under this Agreement or by governmental law or regulation and (ii)
remove all of its tools, equipment, machinery, supplies, fixtures, buildings, structures and other property erected or placed on such property by
Company, excepting only timber, chutes and ladders in place for underground entry and support. Title to such property not removed within the time period set forth
above shall, at the election of Claimholder, pass to Claimholder. Alternatively, at the end of the time period set forth above, Claimholder may remove any such property
from the Property and dispose of same in a commercially reasonable manner, all at the expense of Company.
7. Transfer of Title.
Title to the Property shall be transferred to the Company only upon completion of each and every one of the following conditions: (a) the completion of a
"positive" feasibility study for the Property, (b) the making of an affirmative production decision for the Property by Company's and any parent corporation's Boards of
Directors and (c) presentation to Claimholder of evidence satisfactory to Claimholder that Company has obtained the financing necessary to develop and operate
the Property. Unless there is an uncured default by the Company that is continuing, Claimholder shall deliver to Company, within 5 (five) business days of the notice of
satisfaction of the conditions set forth in the previous sentence, a special warranty deed in form satisfactory to Company transferring title to a 100% interest in the
Property, and reserving to Claimholder the net profits interest ("NPI") in production from the Property and the net smelter returns royalty ("NSR"), each as set forth in
Section 8 below. Company shall promptly record said deed with the La Paz County Recorder and with the Arizona State Office of the Bureau of Land Management.
8. Claimholder NPI and NSR Royalty.
A. Claimholder NPI. Searchlight reserves a 5% (Five percent) net profits interest (“NPI”) in the Property. For purposes of Claimholder's and Company's respective NPI,
"Net Profits" shall be calculated pursuant to generally accepted accounting principles in the United States of America, provided, however, that the calculation of net profits
shall not include any benefit or loss from price hedging and price protection arrangements conducted by or on behalf of Company and, provided, further, that Company
shall be entitled to deduct from revenues only the following percentages of total operating costs in lieu of headquarters overhead and headquarters
general and administrative expenses: 3% during the development/construction stage of operations and 1% during the mining and processing stage of operations
and, provided, further, that no deduction shall be made for depletion or depreciation. Claimholder's NPI shall be a fully carried interest, and Claimholder shall not
be required to fund any expenses relating to the Property or its exploration , development, production or reclamation.
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B. Net Smelter Returns Royalty. In addition to Claimholder's NPI, Claimholder hereby reserves a net net smelter returns royalty ("NSR Royalty") for all
commodities produced. For purposes of this Agreement, the "net smelter return" is defined as the amount of money which the smelter or refinery, as the case may be, pays
the Company for the commodity based on the then current spot price of gold, with deductions for costs associated with further processing but without deductions for
taxes, calculated on an FOB mine site basis. The NSR Royalty shall be payable based on the following sliding scale, based on the spot price of gold at the time of production:
C. Payable in Kind; Payable Quarterly. Claimholder may elect to receive in kind its NPI or its NSR Royalty (as described below). Both royalties shall be payable
quarterly.
9. "Project Area" / Area of Interest.
If either party or if any affiliate of a party, or any officer, director, employee, partner, member or agent thereof, now has
or hereafter acquires any property interest within the boundaries of Twp 7N Range 17W or Twp 7N Range 18W, GSRBM, Arizona, or within one mile of the perimeter
of such boundaries (the "Project Area"), such party shall give prompt notice to the other party and such property interests shall, at the option of the
other party, exercised within 45 days after notice of such acquisition by the acquiring party, become part of the Property and become subject to this Agreement
(the "Additional Property).
10. Cross - Indemnity.
Each party ("Indemnifying Party") agrees to defend, indemnify and hold harmless the other party, its successors, affiliates,
assigns, officers, directors and employees, members, partners and agents ("Indemnitees") from and against any and all claims, actions suits, losses,
liabilities, damages, assessments, judgments, costs and expenses, including reasonable attorney's fees, arising out of or pertaining to (i) any breach by the indemnifying
party of any representation, warranty or obligation under this Agreement or (ii) any activities conducted by the Indemnifying Party or its agents on the Property.
11. Assignment.
Neither party may assign its rights and obligations under this Agreement without the prior written consent of the other party, which consent shall not be
unreasonably withheld, provided, however, that Claimholder may assign its interest at any time after December 31, 2010 to a third party without the consent of Company if
such third party agrees to assume all of Claimholder's obligations under this Agreement, and provided further that Company may assign its interest to an affiliated company
or a successor without the consent of Claimholder, provided that the assignee agrees to assume all of Company's obligations under this Agreement and has a tangible net
worth no less than that of Company prior to the assignment.
12. Governing Law.
Consent to Jurisdiction. This Agreement shall be governed by the laws of the State of Arizona, excluding any conflicts of laws principles. Each party consents to
the exclusive jurisdiction and venue of the federal and state courts sitting in La Paz County, Arizona, U.S.A. over any dispute, claim, lawsuit or proceeding arising from or
pertaining to this Agreement, and waives any argument that such courts are an "inconvenient forum."
13. Affiliated Companies.
Each party shall take such actions as may be necessary to cause its affiliates to comply with the obligations contemplated herein. "Affiliate" of a party means any
person, partnership, joint venture, corporation, or other form of enterprise that directly or indirectly controls, is controlled by, or is under common control with, the party.
Over $2,400 per ounce 8.0%
Over $2,100 but under $2,400 per ounce 7.0%
Over $1,800 but under $2,100 per ounce 6.0%
Over $1,500 but under $1,800 per ounce 5.0%
Over $1,200 but under $1,500 per ounce 4.0%
Over $900 but under $1,200 per ounce 3.0%
Over $600 but under $900 per ounce 2.0%
Under $600 per ounce 1.0%
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14. Notices.
All notices required or permitted to be given hereunder shall be in writing and shall be delivered to the parties by personal delivery,
registered or certified mail, facsimile transmission, or express delivery service at the addresses set forth below, or to such other address as the parties may later
designate by like notice to each other:
Company:
Bouse Gold, Inc.
2870 S. Jones Blvd.
Las Vegas, NV 89146 U.S.A.
Searchlight:
Searchlight Exploration LLC
9212 Empire Rock Street
Las Vegas, NV 89143 U.S.A.
All notices required or permitted to be given hereunder shall be deemed to have been given on the date of actual receipt.
15. Dollars.
All dollar ($) amounts used in this Agreement or any Exhibit or Schedule hereto are U.S. $ Dollars.
16. Other Business Opportunities.
This Agreement is, and the rights of the parties are strictly limited to the matters set forth herein. Subject to the provisions of Section 9 relating to Additional
Property in the Project Area, the parties shall have the free and unrestricted right to independently engage in and receive the full benefits of any and all business ventures
of any sort whatever, whether or not competitive with the matters contemplated hereby, without consulting the other or inviting or allowing the other to participate
therein.
17. Confidentiality.
Except as set forth in Section 20, the parties hereto agree to treat all data, reports, records and other information developed under this Agreement and applicable to
the Property as confidential, and unless any party is required by any law, rule, regulation or order to disclose any of such information, it shall not be disclosed to any
person other than consultants, contractors or potential investors or assignees, without the written agreement of both parties, which will not unreasonably be withheld.
18. Memorandum for Recording.
Promptly following execution and delivery of this Agreement, the parties shall execute for recording purposes a Memorandum of Conditional Sale Contract, setting
forth the basic terms and conditions of this Agreement as necessitated or permitted by Arizona law. Company shall promptly record this Memorandum with the La Paz County
Recorder.
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19. Public Announcements.
Disclosure of information relating to this Agreement or the Property may be made by either party if such information is required to be disclosed to any
federal, state, provincial or local government or appropriate agencies and departments thereof or if such information is required by law, stock exchange rule or regulation
to be publicly announced. Otherwise, public announcements or reports by either party of information relating to this Agreement or the Property shall be made only on the
basis of agreed texts upon the prior written consent of the other party, which consent shall not unreasonably be withheld. Each of Claimholder and Company accordingly
agrees that it will, not less than forty-eight hours in advance of making public any information referred to in the preceding sentence, give the other party written notice of
the text of the proposed report and provide the non-disclosing party with the opportunity to object to the form and content thereof before the same is issued. The nondisclosing
party shall respond within forty-eight hours of receipt of such notice, or its silence will constitute a waiver of objection to the terms of the proposed text.
20. Waiver; Amendment.
Any of the terms or conditions of this Agreement may be waived at any time by the party which is entitled to the benefit thereof, but such waiver must be in writing
and signed by the party granting the waiver. No such waiver shall affect or impair the right of the waiving party to require observance, performance or satisfaction of any
other term or condition thereof. Any of the terms or provisions of this Agreement may be amended or modified at any time, but only in a writing signed by each of the parties
hereto.
21. Severability.
In the event that any one or more of the provisions contained in this Agreement or in any other instrument or agreement contemplated hereby shall, for any reason,
be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any such
other instrument or agreement.
22. Attorney's Fees.
In the event of any controversy, claim or dispute between the parties hereto, arising out of or pertaining to this Agreement or the breach thereof, the prevailing party
shall be entitled to recover from the losing party reasonable expenses, attorney's fees and costs.
23. Further Assurances.
At the request of either party, the parties shall execute and deliver any further instruments, agreements, documents or other papers reasonably requested by
either party to effect the purposes of this Agreement and the transactions contemplated hereby.
24. Counterparts.
This Agreement may be executed in multiple counterparts, and all such counterparts taken together shall be deemed to constitute one and the same instrument.
25. No Brokers or Finders.
Each party represents and warrants to the other party that all negotiations relative to this Agreement and the transactions contemplated hereby have been carried on
by it in such manner as not to give rise to any valid claim against either party, or any third party, for a brokerage commission, finder's fee or other fee or commission arising by
reason of the transactions contemplated by this Agreement.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.]
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IN WITNESS WHEREOF, the parties hereto, through their duly authorized representative, have executed and delivered this Agreement as of the day and year first
above written.
SEARCHLIGHT EXPLORATION, LLC,
an Arizona limited liability company
By: /s/ Frederick C. Bauman
Frederick C. Bauman
Manager
BOUSE GOLD, INC.
A Wyoming corporation
By: /s/ Peter Bezzano
Name: Peter J. Bezzano
Title: President
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