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Great American Minerals - Mining Lease And Option To Purchase Agreement
MINING LEASE
AND
OPTION TO PURCHASE AGREEMENT
THIS MINING LEASE AND OPTION TO PURCHASE AGREEMENT ("Agreement") effective as of January 15, 1998 ("Effective Date"), is by and between Mark Milner, Daniel Milner, and Stephen R. Crossland ("Owners"), as lessors and optionors, and GOLDEN PHOENIX MINERALS, INC.. ("GPM"). a Minnesota corporation authorized to transact business in the State of California, as lessee and optionee, with an office at 3595 Airway Drive Suite 405, Reno, Nevada 89511.
RECITALS:
WHEREAS, Owners represent that they own certain real property interests situated in Modoc County, State of California, which real property interests are more particularly described in Exhibit "A" attached hereto and made a part hereof ("Property"); and,
WHEREAS, the Owners and GPM desire to enter into a Mining Lease And Option To Purchase Agreement whereby the Owners grant to GPM the exclusive right to explore, and develop and mine, if warranted, the Property, and further granting GPM an exclusive and irrevocable option to purchase all of the Owners' right, title and interest in and to the Property, upon the terms and conditions and for the consideration set forth herein.
NOW THEREFORE, in consideration of the various payments, covenants and agreements contained herein, the sufficiency of which the Owners acknowledge, the Owners and GPM agree as follows:
AGREEMENT:
1. Grant of Lease
Owners lease, let and demise to GPM the Property and all fixtures and improvements thereon.
2. Grant of Rights.
The Owners grant to GPM the following exclusive rights on and with respect to the Property:
(a) To enter the Property to survey, explore, prospect, drill,
develop, mine and cross-mine (in any manner whether by
surface, open-pit, underground, solution or other mining
methods), stockpile, remove, leach, concentrate,
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mill, smelt, beneficiate, process, ship, and market, without
limitation, all ores, metals, tailings and concentrates, and
mineral products ("Minerals") in, on and under the Property,
employing currently recognized or subsequently developed
technology and any exploration methods that GPM may deem
necessary, convenient or desirable to conduct its operations
on the Property;
(b) To construct, use. maintain, repair, replace, and relocate
buildings, ore bins, shafts, declines, inclines, tunnels,
drifts, open pits, reservoirs, tailing ponds, waste dumps, or
stock piles, roads, pipelines, power and communication lines,
and any other structures and facilities;
(c) To use the Property for the storage or permanent disposal of
Minerals, water. waste, tailings, or other materials produced
from the Property or other real property owned or controlled
by GPM ("Other Properties");
(d) To use all easements, means of access, and rights-of-way for
ingress and egress to and from the Property;
(e) To drill for, appropriate, develop, use, consume, drain, and
dispose of all water on or appurtenant to the Property;
(f) To commingle Minerals from the Property with Minerals from
Other Properties in accordance with the procedures set forth
in Section 3 of Exhibit "B."
(g) To use the Property for all of the purposes stated in this
Section 2 in conjunction with GPM's activities on Other
Properties; and
(h) To exercise all other Agreement and Property rights and
privileges which are necessary, convenient or incidental, for
GPM. to effectuate the purposes of this Agreement.
3. Term; No Implied Covenants; Operations Generally.
3.1 Unless sooner terminated as herein provided, this Agreement shall commence on the Effective Date and continue for six (6) years therefrom ("Primary Term"), and so long thereafter as any development, mining or processing operations or any right set forth in Section 2 is being conducted or exercised on the Property or in conjunction with Other Properties on a continuous basis ("Extended Term"). Development, mining and processing operations shall be deemed continuous so long as such operations do not cease for a period of more than one hundred eighty (180) consecutive days, excluding, however, periods of force majeure and unsatisfactory markets as provided herein. In the event GPM is unable to obtain a satisfactory market for any Minerals discovered or produced on the Property, and as a result. GPM delays commencement of development, mining or processing operations on the Property beyond the end of the Primary Term, this lease Agreement shall not expire
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or terminate as a result of such period of lack of satisfactory markets but may be extended by GPM's continuing payment of minimum advance royalty payments pursuant to Section 4.1. GPM shall use diligence in searching for a satisfactory market for the Minerals during such lack of satisfactory market periods, and when a satisfactory market becomes available, GPM shall have a reasonable time thereafter within which to begin or resume development, mining or processing operations. During the term, GPM's right to cease production shall be governed by Section 4.2.
3.2 In lieu of any obligation on the part of GPM, express or implied, to explore the Property or to perform any other work or activities thereon, GPM agrees to make the minimum advance royalty payments set forth in Section 4.1.
3.3 All decisions pertaining to operations on the Property and the diligence with which such operations shall be conducted shall be made in the sole discretion of GPM. GPM's operations on the Property and its operations on Other Properties may be conducted on the Property as a single operation, as if all such properties constituted a single tract.
4. Minimum Advance Royalty Payments
4.1 GPM shall pay Owners the minimum advance royalty payments ("Minimum Advance Royalty Payments") as follows:
Due Date(s) Payable Amounts
----------- ---------------
Upon execution of Agreement $5,000.00
January 15, 1998 $10,000.00
January 15, 1999 $15,000.00
January 15, 2000 $20,000.00
January 15, 2001 $25,000.00
January 15, 2002 $25,000.00
All Minimum Advance Royalty Payments paid to Owners shall be credited against any net returns royalty that accrue pursuant to Section 5. In the event no Minerals are produced from the Property, owners shall have no obligation to refund the Minimum Advance Royalty Payments. GPM shall have the right to prepay any Minimum Advance Royalty Payments. GPM shall pay the Minimum Advance Royalty Payments directly to Owners.
4.2 If at any time during the Extended Term, GPM desires to shut down or cease production for any reason, it shall have the right to do so without terminating this Agreement by continuing to make the Minimum Advance Royalty Payments in accordance with Section 4.1 as long as the suspension continues. The Extended Term of this Agreement shall remain in effect provided Minimum Advance Royalty Payments are made.
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5. Net Returns Production Royalty
GPM shall pay Owners a net returns production royalty of two and a half percent (2 1/2%) of the net returns for Minerals mined from the Property ("Net Returns Royalty"). The Net Returns Royalty is defined in Exhibit "B" attached hereto and made a part hereof. No production royalty shall be paid on any minerals removed for the purposes of determining the amenability to beneficiation or mining, including bulk sampling, unless such sampling involves removal of one thousand (1,000) or more tons of material.
6. Grant of Option to Purchase; Exercise; Purchase Price; Obligations
Terminated; Property Removal
6.1 In consideration of the payment of the initial Five Thousand Dollars (S5.000.00). the receipt and sufficiency of which the Owners hereby acknowledge, the Owners hereby grant to GPM the exclusive and irrevocable right and option to purchase ("Option to Purchase") all their right, title and interest in and to the Property, all minerals and mineral deposits, ores, concentrates, metals, materials, tailings, dumps and mine wastes, in. on and under the Property, and mining rights appertaining thereto, all surface and water rights, and all compensable improvements thereon. "Compensable Improvements" means all buildings, structures, fences, fixtures and other improvements affixed to the Property by the Owners or any predecessor owner(s).
6.2 GPM may exercise its Option to Purchase at anytime during the Primary Term or Extended Term by giving at least thirty (30) days' advance written notice to the Owners of its intent to exercise at a specific date, time and place ("Closing"), and by delivering to the escrow agent, defined in Section 7. the purchase price set forth in section 6.3.
6.3 The total purchase price ("Purchase Price") for the Property, Minerals and all Compensable Improvements thereon shall be Five Hundred Thousand Dollars ($500,000.00). The Minimum Advance Royalty Payments and any Net Returns Royalty Payments made to the owners shall be credited against Purchase Price.
6.4 Except for the reservation by the Owners of the Net Returns Royalty and the obligation of GPM to pay the same, if GPM purchases the Property, all rights, duties, obligations and reservations set forth in this Agreement, including the payment of Minimum Advance Royalty Payments, shall terminate as of the date Owners' warranty deed, as defined in section 7.3, is delivered to GPM.
6.5 All of the Owner's personal property must be removed from the Property prior to the expiration of ninety (90) days after closing. Any personal property not timely removed shall be deemed to have been conveyed and transferred to GPM and shall become the property of GPM without additional compensation due the Owners.
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7. Escrow Agent; Method of Payment; Warranty Deed; Quitclaim Deed and
Release
7.1 Pursuant to the terms of the escrow instructions ("Escrow Instructions") set forth in Exhibit "C," attached hereto and made a part hereof, (Name of firm/company) shall serve as escrow agent ("Escrow Agent") for purposes of the Option to Purchase granted pursuant to Section 6.1.
7.2 Escrow Agent shall receive and distribute Purchase Price payments or tenders to be made to the Owners. The Minimum Advance Royalty Payments and Net Returns Royalty payments shall be paid directly to the Owners by GPM. All payments or tenders made to the Owners may be made by cash, check or draft, mailed or delivered to the address specified in Exhibit "C," on or before the appropriate due date.
7.3 Concurrently, with the execution of this Agreement, the Owners (i) shall execute, acknowledge and deposit with the Escrow Agent a warranty deed ("Warranty Deed"), in the form set forth in Exhibit "D," attached hereto and made a part hereof, conveying to GPM all of the Owners' right, title and interest in and to the Property, the Minerals and Compensable Improvements except for the two percent (2%) Net Returns Production Royalty reserved to Owners; (ii) if necessary to complete GPM's purchase of the Property, or if requested by GPM, Owners shall execute, acknowledge and deliver to the Escrow Agent a bill of sale in proper form for any personal property on the Property which shall be conveyed and transferred to GPM; and (iii) GPM shall execute, acknowledge and deposit with the Escrow Agent a quitclaim deed and release ("Quitclaim Deed and Release") in the form set forth in Exhibit "E," attached hereto and made a part hereof, quit claiming and releasing to the Owners all of GPM's interest in the Property and the Agreement. The aforementioned documents will be held and delivered by the Escrow Agent pursuant to the terms of the Escrow Instructions.
8. Representations, Warranties and Covenants; Title
8.1 The Owners represent, warrant and covenant to GPM. and its successors and assigns, that:
(a) The Owners are the sole legal and equitable owners of the
Property (subject to paramount title in the United States for
am unpatented "Mining Claims" compromising the Property).
(b) Any Mining Claims comprising part or all of the Property were
properly located in accordance with Federal and State law on
land which was then available for mineral location and all
such Mining Claims have been properly maintained in accordance
with the Federal Land Policy and Management Act of 1976 and
all other applicable federal, state, regional and county laws
and regulations.
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(c) The Property is free and clear of all leases, liens,
encumbrances and outstanding adverse claims and interests,
except taxes not yet payable.
(d) The execution and delivery of this Agreement and the
performance of this Agreement by the Owners will not result in
any breach or constitute a default (or an event which, with
notice or lapse of time, or both, would become a default)
under, or give to others any rights of termination, amendment,
acceleration, cancellation, or consent, or result in the
creation of a lien or encumbrance on the Property, pursuant to
any instrument or obligation to which the Owners are a party
or by which they are bound.
(e) The Owners shall not create, permit or suffer any lien or
encumbrance, reservation, restriction or easement on the
Property, which is not subordinated to GPM's rights hereunder,
and GPM may, in its sole discretion, discharge any claims or
demand and thereby be subrogated to all rights of the holder
thereof, and may recover any amounts so paid from any amount
otherwise due to the Owners under Agreement.
(f) There is no environmental or other condition on the Property
which is. or may become, a violation of any applicable
federal, state, county or municipal law, regulation or
ordinance relating to zoning, land use, environmental
protection, or otherwise with respect to the Property or any
activities relating thereto, and the Owners have not received
any notice of any investigation of any such condition or
violation.
(g) GPM shall have the quiet and peaceful possession and enjoyment
of the Property and the Owners will do everything lawfully
within their power to defend title to the Property and GPM's
quiet and peaceful possession thereof against all persons or
entities who may claim any interest in the Property or
Minerals, or proceeds therefrom.
(h) Promptly following execution of this Agreement, and at any
time during the Term hereof, the Owners shall make available
to GPM copies of all technical, title, and recording
information and data relating to the Property in the
possession of the Owners.
GPM may investigate and in the Owners' name take any action GPM deems necessary to remedy any defects in the title to the Property including but not limited to, the right, at GPM's sole discretion, to relocate, amend, or abandon the location of any one or more of the Mining Claims whenever GPM deems such relocation, amendment, or abandonment desirable to perfect any of the Mining Claims, to avoid or create overlaps, or to include ground within the boundaries of any individual mining claim found not to be included because of improper location procedures, or to obtain mill sites. Any such relocations, amendments, or abandonments made by GPM shall be done as agent for Owners.
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Owners shall deliver to GPM a full and irrevocable power of attorney authorizing GPM to apply for a United States mineral patent for any or all of the Mining claims and agree not to object to or adverse such application. If GPM takes any such action or applies for a patent to any or all of the Mining Claims, application may be made in Owners' names and Owners shall, at the request of GPM, execute any and all documents in connection with the patent application. GPM shall pay all costs of such application.
If any of the above action is unsuccessfully taken by GPM or any patent application is rejected in whole or in part, GPM shall not be liable to Owners for any loss whatsoever provided GPM has proceeded in good faith. If patent to the Property or any of the Mining Claims is issued in Owners' names and if GPM has acquired the Property or Mining Claims, Owners shall promptly transfer the patented Property or Mining Claims to GPM.
The Owners agree to cooperate with GPM in investigating and remedying any title defects. GPM shall have the right to offset and credit against any amounts due. or which become payable to the Owners hereunder, all costs incurred by and payments made by GPM to remedy such defects.
Neither GPM's approval of title nor its omission to examine title shall constitute a release or waiver of Owners' warranties, representations or covenants and all the terms, conditions and covenants, expressed or implied herein, shall continue in full force and effect.
9. Conduct of Operations; Indemnification; Insurance; Data
9.1 GPM shall conduct its operations on the Property according to the following standards, methods and requirements and shall pay damages as follows:
(a) All work performed by GPM on the Property pursuant to this
Agreement shall be done in a good and miner-like manner and in
compliance with all federal, state, county and municipal laws,
regulations and ordinances governing such operations. GPM
shall reclaim the Property in accordance with and to the
extent required by relevant applicable law, regulation or
ordinance when any condition requiring reclamation is a direct
result of GPM's operations on the Property.
(b) GPM shall avoid conducting drilling and trenching activities
within one hundred fifty (150) feet of a dwelling house or
outbuildings, if any. now located on the Property. Completed
drill holes shall be plugged pursuant to federal, state,
county and municipal laws and regulations unless transferred
to the Owners pursuant to Paragraph 9.1 (j).
(c) Ingress and egress routes, drill pads, and trench sites
constructed by GPM shall be reclaimed to approximate the
conditions and contours existing prior to the commencement of
GPM's operations on the Property. All areas of
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surface disturbance shall be reseeded, if necessary, after the
completion of activities.
(d) GPM may use existing roads on the Property and may construct
additional roads on the Property. GPM shall maintain and shall
repair all damage caused by GPM's activities to existing and
new roads.
(e) GPM shall avoid undue degradation of trees and vegetation when
conducting its exploration activities on the Property. Where
practicable, trees that impede passage over the Property shall
be pruned rather than cut and removed.
(f) GPM, its employees, agents, or contractors shall not hunt or
fish on the Property, nor shall they carry onto the Property
any firearms.
(g) GPM shall not use water from the Owners' well, tanks or
surface reservoirs without first obtaining the consent of the
Owners; however, GPM may drill its own water wells.
(h) GPM may. in its sole discretion, and to the extent that it may
legally do so, offer to transfer to the Owners any drill hole
on the Property, in which water is discovered, on an "as is"
basis for the purpose of converting the drill hole to a water
well. Prior to abandoning or plugging a drill hole, GPM shall
give the Owners written notice, delivered at least ten (10)
days prior to its intended action. Within seventy-two (72)
hours of the receipt of GPM's notice, the Owners shall give
written notice to GPM accepting the transfer of such drill
hole, and all responsibility therefore, including, but not
limited to, any and all reclamation and environmental
responsibilities. GPM shall then transfer the drill hole to
the Owners. The Owners shall be responsible for all permits,
materials and costs required to convert such drill hole to a
water well. The Owners shall indemnify, defend and hold GPM
harmless from any and all claims, liability, loss and
expenses, including attorneys' fees, demands or causes of
action made against GPM and relating to such drill hole after
its transfer to the Owners.
(i) GPM shall remove all garbage, litter and other waste produced
by its operations from the Property on a regular basis.
(j) GPM shall not create or suffer any liens or encumbrances on
the Property that may arise out of work conducted by or on its
behalf pursuant to this Agreement, except for those it
contests in good faith or for which it posts a statutory bond.
However, nothing herein shall prevent GPM from mortgaging or
granting a security interest in or otherwise encumbering its
leasehold rights to or its Option to Purchase the Property for
any purpose whatsoever, including the obtaining of financing
for exploration,
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development, construction or mining operations on the
Property. The Owners hereby consent to any such encumbrance.
(k) GPM shall indemnify and hold the Owners harmless from and
against any liability arising from personal injury, death or
property damage caused solely by GPM's activities on the
Property during the Term of this Agreement. Nothing herein
shall relieve the Owners from and against any liability for
their own negligence or for the negligence of persons or
entities acting as agents or as guests of the Owners. This
indemnification shall survive the termination of this
Agreement for as long as GPM is performing reclamation work
upon the Property or is in possession of its personal property
and improvements remaining on the Property.
(1) During the Term, GPM agrees to comply with all applicable
federal and state laws and regulations regarding insurance for
persons working in or on the Property and under the direct
supervision of GPM. GPM will carry liability insurance with
respect to its operations in reasonable amounts with reputable
insurance companies licensed to do business in the state.
(m) GPM shall be responsible for the payment of federal
maintenance rental payments, performance and filing of
assessment work (if such should ever be reinstated), and
payment of the necessary fees and recordation of the required
documents (such as, the annual notice of intention to hold)
with the appropriate federal or county offices for all
unpatented Mining Claims in Exhibit "A" or located under
Section 8 of this Agreement for each year that this Agreement
is in effect. If GPM shall keep this Agreement in effect
beyond June 1 of any year, it shall immediately pay and
perform all BLM rental payments, work obligations and
recordation requirements with the federal government.
(n) GPM shall provide to the Owners annually, within thirty (30)
days after each anniversary of the Effective Date, a brief
summary report, including copies of all relevant
non-interpretative data of work performed on the Property
during the preceding year. GPM does and shall not make any
representations or warranties as to the accuracy, reliability
or completeness of such data or information so provided.
10. Lesser Interest; After Acquired Rights; Third-Party Claims
10.1 Without impairment of the representations, warranties and covenants contained in this Agreement, if the Owners own less than the entire and undivided interest in the Property, then the Minimum Advance Royalty Payments, Net Returns Royalty payments. Purchase Price and the reserved Net Returns Royalty provided herein shall be paid to and reserved by the Owners only in the proportion that the Owners' actual interest bears to the entire ownership interest of the Property. GPM shall be entitled to recover excess monies
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previously paid to the Owners or to offset, such excess monies paid, against any future monies due or which become payable thereafter to the Owners.
10.2 The Owners agree that any additional interest in the Property acquired by GPM during the Term of this Agreement shall be owned solely by GPM and the Owners shall have no right or interest in such acquired interest.
10.3 If during the Term of this Agreement, the Owners acquire any additional right or interest in the Property, then (i) the Owners shall promptly notify GPM of such acquisition; (ii) such right or interest shall automatically become part of the Property for all purposes of this Agreement; and (iii) the Owners shall sign, acknowledge and deliver to GPM an amendment to the Agreement and the Warranty Deed so as to include such right or interest.
10.4 If GPM is advised by an attorney that a third party may have a claim of ownership in the Property, any of the Mining Claims, or Minerals or the proceeds therefrom, GPM may deposit in a special escrow account any payments otherwise due and give written notice of such a deposit to Owners. The sums deposited shall remain in the special escrow account until the claim, or controversy is resolved or until there has been a final determination of the claim or controversy by a court or administrative body of competent jurisdiction and any appeal therefrom, or the period in which to appeal has expired.
11. Assignment
The rights of the Owners and GPM hereunder may not be assigned in whole or in part without the prior written consent of the other party, which consent shall not be unreasonably withheld. However, GPM may freely assign its right hereunder to an affiliate, subsidiary or partner. An assignment of this Agreement by GPM. in whole or in part, shall relieve and discharge GPM from any obligations hereunder as to the interest assigned. No change in or division of ownership or of any interest under this Agreement shall bind GPM for any purpose until forty-five (45) days after such person or entity acquiring such rights has furnished GPM with written notice and a copy of the instrument (or a certified copy thereof if requested by GPM) evidencing the change in or division of ownership. The assignee shall enter into a written assumption, satisfactory to GPM. of all the assignor's obligations hereunder. No assignment by the Owners or GPM shall have the effect of increasing the duties of the non-assigning party or enlarging the rights of the assignee.
12. Default
Failure by GPM to perform or comply with any terms, provisions or conditions, express or implied, hereunder shall not cause a forfeiture or termination of this Agreement, including the Option to Purchase, nor be grounds for a reversion of the estate or rights granted hereunder nor for cancellation of this Agreement. If GPM defaults in the performance of its duties hereunder, the Owners shall give GPM written notice specifying the default. GPM shall commence curing the default within forty-five (45) days after receiving such notice and thereafter diligently prosecute such action to completion. Any default by GPM consisting
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of only the failure to make payments required hereunder may be cured within ten (10) business days after GPM receives notice of such default from the Owners. In the event GPM fails to timely cure a default, this Agreement shall remain in force and the Owners' sole remedy shall be compensatory damages.
If the Owners and GPM agree in writing or a court of competent jurisdiction determines there has been a default under this agreement, and within (10) days from the date of the agreement or determination, GPM pays the Owners the monies due them. GPM shall be excused from any obligation to pay damages and this Agreement shall remain in full force and effect.
13. Termination
13.1 GPM may terminate its rights under this Agreement, as to all or any part of the Property, at any time by delivering to the Owners, ten (10) days prior to the termination, written notice of GPM's intent to terminate as of a specified date. As of the specified date, all rights of GPM as to all or any part of the Property, subject to the termination, shall terminate.
13.2 Upon termination of this Agreement, GPM shall not be required to make any further payments or perform any further obligations hereunder except as follows: (i) to perform reclamation work required as a direct result of GPM's operations on the Property, as required by applicable law and this Agreement; (ii) to deliver to the Owners, within forty-five (45) days after termination, one set of copies of all available non-interpretative data, which GPM has developed during its operations on the Property and which data has not been previously furnished to the Owners, provided that GPM shall not be responsible for the accuracy, reliability or completeness of such data: and (iii) to permit the Owners, at their expense, to take possession of any available core, cutting, and other samples derived from the Property, provided that GPM shall in no event be liable to the Owners for any prior loss or damage to such core, cuttings and other samples.
13.3 If GPM's notice of termination provides that the Agreement is being terminated as to only part of the Property, the Agreement shall remain in force as to the remaining lands comprising the Property and all other obligations of GPM, including the Purchase Price to be paid pursuant to the Option to Purchase in Section 6. shall be proportionately reduced.
14. Removal of Property
For six (6) months after the termination of this Agreement, GPM shall have the right to remove from the Property all improvements and personal property placed on the Property by GPM. All such improvements or personal property not removed from the Property within the six (6) month time period shall become the personal property of the Owners. GPM shall have the right, at its expense, to keep one or more watchmen on the Property during the six-month period.
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15. Taxes
15.1 The Owners and GPM shall pay their proportionate share of all taxes or assessments (whether based on ownership, mining, production, processing, severance of minerals or net proceeds from the extraction of minerals) on their respective interests in the Property or assessed against their respective personal property on or about the Property. The Owners shall be responsible for all federal and state income taxes resulting from any payments made by GPM to them. Prior to any purchase of the Property by GPM pursuant to Section 6, the Owners shall pay, when due, their proportionate share of all taxes and assessments against the Property and all taxes resulting from the Owners' use thereof. GPM may, in its sole discretion, pay and discharge any taxes levied or assessed upon the Property which are past due and owed by the Owners; GPM shall be subrogated to the holder of the rights thereof. GPM may reimburse itself for such expenditures from any monies thereafter payable to the Owners.
15.2 GPM shall pay when due, or reimburse the Owners for all taxes or assessments that are levied upon the Property as a result of GPM's operations or improvements upon the Property while this Agreement is in effect and for so long thereafter as GPM's operations continue on or its improvements or personal property remain upon the Property.
16. Force Majeure
GPM shall not be deemed in default of this Agreement during any period when it is hindered, prevented or delayed from complying therewith in whole or in part by, including but not limited to: acts of God; acts of the public enemy; labor disturbances; civil disorders; war; unavoidable accidents; unusually severe weather; unforeseen geological conditions; inability to obtain any necessary permits, bonds or operating approvals whether by action or inaction of governmental authorities; inability to obtain competent workmen, fuel, water, equipment or transportation; litigation; rules or regulations imposed by any federal, state, or other governmental agency under asserted authority; environmental restrictions or conditions; or any other cause reasonably beyond the control of GPM, other than financial or economic delays, each of which is called a "Force Majeure." The term of this Agreement shall be extended by the period of any Force Majeure. GPM shall not be required to compensate the Owners for any loss occasioned by a Force Majeure. GPM shall promptly notify the Owners of any suspension caused by a Force Majeure and it shall use reasonable diligence to remedy or eliminate the cause of such suspension. However, GPM shall not be required to remedy the effects of any Force Majeure by settlement of any labor difficulty contrary to its wishes or contest the validity of any law, regulation or any action or inaction by a civil or military authority. The handling of those controversies shall be entirely within GPM's discretion.
17. Rights Not To Be Suspended
Disputes or differences between GPM and the Owners shall not interrupt performance of this Agreement. In the event of any dispute or difference, GPM may continue operations in the
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same manner as prior to the dispute until the matters have finally been determined between GPM and the Owners by judicial determination, if necessary.
18. Confidentiality
18.1 During the Term of this Agreement, the Owners shall not disclose to any third party any information furnished to them by GPM, or obtained through any other source whatever, concerning GPM's operations on the Property without the prior written consent of GPM.
18.2 Owners shall not use GPM's name, or its subsidiaries', affiliates' or partners' names in any public statement or press release and shall not make any press release, public statements or public announcements of any sort concerning this Agreement or the operations and activities of GPM with respect thereto, except with the prior consent of GPM or as required by law or by a stock exchange.
19. Notice
Any notice or other communication ("Notice") required or desired to be given under this Agreement shall be in writing and shall become effective when personally served upon the party to be given such Notice: when posted by certified or registered mail, return receipt requested; or when delivered by telex, telegraph, telecopier or other wire service.
The addresses for such Notices shall be:
The Owners: Mark Milner. Daniel Milner & Stephen Crossland
in care of Stephen Crossland
Johnson. Gaukroger & Crossland. P.S.
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