-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N6o583EYfEo2eUu3HNY0BjTucqD1V3mDwC8rGvO8s/ZG1yYW/T+Z8DDh2EYccJvA vYIO8t3RBqtJ97F/+fT7PQ== 0000085535-99-000004.txt : 19990903 0000085535-99-000004.hdr.sgml : 19990903 ACCESSION NUMBER: 0000085535-99-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990902 ITEM INFORMATION: FILED AS OF DATE: 19990902 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROYAL GOLD INC /DE/ CENTRAL INDEX KEY: 0000085535 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 840835164 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13357 FILM NUMBER: 99705132 BUSINESS ADDRESS: STREET 1: 1660 WYNKOOP ST STE 1000 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3035731660 MAIL ADDRESS: STREET 1: 1660 WYNKOOP ST STREET 2: SUITE 1000 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: ROYAL RESOURCES CORP DATE OF NAME CHANGE: 19870517 FORMER COMPANY: FORMER CONFORMED NAME: ROYAL RESOURCES EXPLORATION INC DATE OF NAME CHANGE: 19810716 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 2, 1999 ROYAL GOLD, INC. (exact name of registrant as specified in its charter) Delaware 0-5664 84-0835164 (State of (Commission (IRS Employer incorporation) File Number) Identification No.) 1660 Wynkoop Street, Suite 1000, Denver, CO 80202-1132 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 303-573-1660 1 Item 5. Other Events On September 2, 1999, Royal Gold, Inc. (the "Registrant") purchased approximately one-half of a group of overriding royalty interests (the "Royalty") on mineral production from some 6,000 acres of contiguous lands in Lander County, Nevada that are presently encompassed by a total of 348 unpatented mining claims (the "Subject Property"). The Royalty purchase price was $8,075,000. The Subject Property encompasses the Pipeline gold mine and the South Pipeline gold deposit, over which the registrant currently owns sliding-scale gross smelter return royalties, which are described in the registrant's Current Report on Form 8-K dated April 12, 1999. All of the lands to which the Royalty relates are currently owned or held under lease by The Cortez Joint Venture ("Cortez"), a Nevada joint venture that is owned as to 60% by Placer Cortez Inc., a subsidiary of Placer Dome Inc., and as to 40% by Kennecott Explorations (Australia) Ltd., a subsidiary of Rio Tinto. The registrant purchased the Royalty from ten of thirteen individuals who are collectively referred to as the "Idaho Group"; each member of the Idaho Group owns a separate undivided interest, ranging from 1.66% to 31.50% of the whole, in an overriding royalty interest that may be summarized as follows: (i) one percent (1.0%) of the gross value of all mineral production from lands encompassed by 50 designated and unpatented mining claims situated in Lander County (the "Pipeline claims"), until a total of 3.7 million troy ounces of gold has been produced from such lands, and, thereafter, one and one-half percent (1.5%) of the gross value of any subsequent mineral production from such lands, or any part thereof; and (ii) one and one-half percent (1.5%) of the gross value of all mineral production from any lands encompassed by designated patented and unpatented mining claims situated within a 600-square-mile Area of Interest that includes portions of Lander and Eureka Counties; which Area of Interest includes the Pipeline claims, but is exclusive of the Pipeline claims for the purpose of calculating royalties. The Idaho Group's overriding royalty interest does not involve any guaranteed or minimum annual payments; it is perpetual; and it has associated with it certain extraordinary rights for -2- the benefit of the royalty holder, relating to the form and calculation of mineral production payments, the royalty holder's continuing right to receive all material information regarding Cortez' exploration and mining operations, and the royalty holder's right to require, for a period expiring in 2083, that Cortez offer to quitclaim to the royalty holder any portion of the underlying property, if, as and when Cortez determines to abandon such property. Cortez also has certain extraordinary rights relating to the overriding royalty interests, including in particular a right of first refusal to purchase, at a defined premium, such portion of the Idaho Group's royalty interest as the Idaho Group (or any member thereof) may determine to sell. The Royalty purchase evolved from a process of negotiation between the registrant and a designated member of the Idaho Group. The registrant's offer to purchase was made in the form of a letter, dated July 22, 1999, by which the registrant unconditionally offered to purchase, effective for Production (as defined in the Idaho Group's royalty instruments) that is accounted for from and after September 1, 1999, up to fifty percent (50%) of the Idaho Group's aggregate overriding royalty interest with respect to those lands that are encompassed by the same 348 unpatented mining claims in Lander County over which the registrant already holds certain gross mineral royalty interests. Registrant offered to acquire the Royalty for cash, on the basis of $170,000 per percentage point of Royalty agreed to be sold. The principle followed by the registrant in determining the consideration to be offered for the Royalty was the registrant's estimation of the net present value of the discounted cash flows that registrant believes will be paid in respect of the Royalty, at an assumed constant gold price of $260 per ounce, with respect to some 8.3 million contained ounces of proven and probable gold reserves that Cortez estimated are within the Subject Property. (The described gold reserve estimation was effective as of June 30, 1999.) Cortez has also advised the registrant that during calendar 1999, it expects to produce approximately 1.3 million troy ounces of gold from Pipeline, and that during each of calendar 2000 and 2001 it expects to produce at least 850,000 troy ounces of gold from Pipeline. On the basis of Cortez' estimates of production from Pipeline during the period 1999 - 2001, and on the assumption that the entirety of the Royalty will be paid at the lesser Pipeline rate (i.e., 1.0% of the gross value of production), the registrant estimates that the Royalty will generate some $1.1 million per year in annualized revenues for the benefit of the registrant, during such period. The foregoing projection of registrant's revenue stream is subject to various risks and -3- uncertainties that are beyond the ability of registrant, or of Cortez, to anticipate or control. Such risks and uncertainties include abrupt changes in the gold price, unanticipated geological, operating or environmental problems at Pipeline, and unforeseen delays or problems with respect to local, state or federal permitting or other regulatory decisions. No reader of this Current Report on Form 8-K should place undue reliance on registrant's foregoing projection of revenues, and registrant disclaims any obligation to update or revise such projection, at any time. Of the 8.3 million contained ounces of gold included within Cortez' estimated reserves, approximately 3.7 million ounces are located within the plan of operations boundary for the Pipeline mine. Pipeline is an open-pit gold mining operation that commenced production in March 1997 and which has, through June 30, 1999, produced approximately 1.9 million ounces of gold. The remaining 4.6 million contained ounces of gold reserves are located within the plan of operations boundary for the proposed South Pipeline expansion of the Pipeline complex. The South Pipeline expansion of the Pipeline complex is currently under review by the Bureau of Land Management (BLM), which has outstanding a draft Environmental Impact Statement relating to the expansion proposal. Cortez expects that the BLM will issue a record of decision with respect to the expansion proposal during the last quarter of 1999. Ten of the thirteen members of the Idaho Group accepted the registrant's offer, by a writing dated July 26, 1999. Each of such ten members of the Idaho Group accepted the offer as to fifty percent (50%) of such member's ownership of the overriding royalty affecting the Subject Property, with the consequence that the aggregate acceptance of registrant's offer was for forty-seven and one-half percent (47.5%) of the Idaho Group's aggregate overriding royalty interest as to the Subject Property. Cortez was notified by the Idaho Group of the terms of registrant's offer, and of the Idaho Group's partial acceptance, and on August 20, 1999, Cortez notified the Idaho Group that it would not be exercising its right of first refusal with respect to its possible purchase of the Royalty. There is no material relationship between any member of the Idaho Group and the registrant (or between any member of the Idaho Group and any affiliate of the registrant). The Royalty purchase closed on September 2, 1999. The source of funds for the Royalty purchase was the registrant's cash on hand. -4- The asset acquired by registrant is an overriding royalty interest in specified lands, and in mineral production therefrom. The registrant intends to employ such asset, and the proceeds therefrom, in the regular and ordinary course of the registrant's business. Item 7. Financial Statements and Exhibits (c) Offer letter of registrant dated July 22, 1999, as executed by 10 of 13 members of the Idaho Group on July 26, 1999. __________________ Cautionary Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: With the exception of historical matters, the matters discussed in this Report on Form 8-K are forward-looking statements that involve risks and uncertainties that could cause actual events to differ materially from projections contained herein. Such forward-looking statements include statements regarding future cash flows and revenues, the timing and amount of future production by Cortez at Pipeline, and estimations by Cortez of mineralization and reserves at Pipeline and South Pipeline. Factors that could cause actual results to differ materially include, among others, various decisions and activities of Cortez, unanticipated grade, geological, metallurgical, processing or other problems at Cortez's Pipeline or South Pipeline properties, changes in project parameters as plans are refined by Cortez with respect to Pipeline and South Pipeline, the timing of the receipt of federal, state and local government permits for South Pipeline, results of current or planned exploration activities, environmental assessments, costs and risks, and changes in the gold price, as well as other factors. Most of these factors are entirely beyond the registrant's ability to predict, influence or control. These and other described risks are also discussed in greater detail in the registrant's Reports on Forms 10-K and 10-Q that have been filed with the SEC. The registrant disclaims any obligation to update any forward-looking statement made herein. Readers of this Current Report on Form 8-K are cautioned not to put undue reliance on forward-looking statements. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ROYAL GOLD, INC. (Registrant) Date: September 2, 1999 By: /s/ Stanley Dempsey Chairman -5- ATTACHMENT A July 22, 1999 Mr. William L. Wilson c/o Idaho Resources Corporation Post Office Box 2183 Grand Junction, CO 81502-2183 Re: Firm Offer to Purchase Royalty Interests of "Idaho Group" Dear Bill: This letter will serve as a written memorandum of the offer of Royal Gold, Inc. ("Royal Gold"), to purchase certain mining interests from individuals, identified on Attachment 1 hereto, comprising the successors in interest to Idaho Mining Corporation, a dissolved Nevada Corporation, which individuals are referred to herein as the "Idaho Group". 1. The royalty interests of the Idaho Group are set forth in the conveyances, assignments and agreements which are described below in subparagraphs (1) through (5), inclusive, as modified by Clarification Agreement described in subparagraph (6). The recordation data specified in those subparagraphs refer to the Official Records in the office of the Recorder of Lander County, Nevada or, as the case may require, in the Official Records in the office of the Recorder of Eureka County, Nevada. (1) Special Warranty Deed Conveying Overriding Royalty Interest dated June 30, 1993, recorded in Book 396, commencing at Page 23 in Lander County and Book 248, commencing at Page 284 in Eureka County, as corrected by Correction Special Warranty Deed Conveying Overriding Royalty Interest dated August 9, 1993, recorded in Book 400, commencing at Page 328 in Lander County, and in Book 253, commencing at Page 405 in Eureka County. (2) Special Warranty Deed and Bill of Sale dated June 30, 1993, recorded in Book 396, commencing at Page 160 in Lander County, and in Book 248, commencing at Page 422 in Eureka County, as corrected by Correction Special Warranty Deed and Bill of Sale dated August 9, 1993, recorded in Book 400, commencing at Page 599 in Lander County, and in Book 254, commencing at Page 142 in Eureka County. -1- (3) Special Warranty Deed Conveying Interest in Overriding Royalty dated June 30, 1993, recorded in Book 396, commencing at Page 276 in Lander County, and in Book 249, commencing at Page 1 in Eureka County, as corrected by Correction Special Warranty Deed Conveying Interest In Overriding Royalty dated August 9, 1993, recorded in Book 400, commencing at Page 458 in Lander County, and in Book 254, commencing at Page 001 of the Official Records of Eureka County. (4) Memorandum of Surviving Provisions of the Exchange Agreement dated June 30, 1993, recorded in Book 396, commencing at Page 151 in Lander County, and in Book 248, commencing at Page 412 in Eureka County, as corrected by Corrected Memorandum of Surviving Provisions of Exchange Agreement dated August 9, 1993, recorded in Book 400, commencing at Page 589 in Lander County, and in Book 254, commencing at Page 132 in Eureka County. (5) Exchange Agreement dated June 30, 1993 as amended by First Amendment of Exchange Agreement dated August 9, 1993, memoranda of which are recorded as set forth in subparagraph (4) above. (6) Clarification Agreement between the Cortez Joint Venture, Cortez Gold Mines, Placer Dome U.S. Inc., Kennecott Exploration (Australia), Ltd., Idaho Resources Corporation and the Idaho Group of royalty holders. This document is dated August 11, 1995 and is recorded in Book 421, commencing at Page 205 in Lander County, and in Book 287, commencing at Page 552, in Eureka County. Royal Gold acknowledges receipt of copies of the documents referred to in subparagraphs (1) through (6), above. The rights and interests of the Idaho Group under the above documents are referred to herein as the "Idaho Group's Royalty Interests". The Idaho Group's Royalty Interests attach and pertain to mining claims and properties, among others, upon which the "Pipeline and South Pipeline Mines" are situated, in Lander County, Nevada, presently operated by Cortez Joint Venture and/or Cortez Gold Mines (collectively, "Cortez"). Royal Gold also owns mineral interests in the properties upon which those mines are situated. Royal Gold is desirous of increasing those mineral interests by acquiring a part of the Idaho Group's Royalty Interests insofar, but only insofar as those interests attach or pertain to the area presently covered and occupied by the mining claims described on Exhibits "A" and "B" hereto, and such part is hereinafter referred to as the "Subject Royalty Interests". The individuals presently comprising the Idaho Group, and the -2- respective percentages of royalty ownership interests of each in the Subject Royalty Interests are specified on Attachment 1, annexed to this letter. In view of the foregoing recitals, Royal Gold hereby makes a firm offer (the "Offer") to the Idaho Group to purchase up to fifty percent (50%) of the Subject Royalty Interests in accordance with the terms and conditions expressed in this letter. 2. The purchase and sale contemplated by the Offer shall be subject to the following terms and conditions: A. The purchase price to be paid for the Subject Royalty Interests shall be $8,500,000.00 if the Offer is accepted by the owners thereof (or some of them) for the sale of an aggregate undivided fifty percent (50%) interest in the Subject Royalty Interests. If the aggregate of the undivided interests in the Subject Royalty Interests accepted for sale by the Idaho Group (or some of them) is less than fifty percent (50%) then the purchase price shall be calculated by multiplying the aggregate percentage of the Subject Royalty Interests accepted for sale by the Idaho Group multiplied by One Hundred Seventy Thousand Dollars ($170,000.00) For example: If the aggregate percentage of interest which the Idaho Group accepts to sell were 33.25% of the Subject Royalty Interests, then the purchase price would be 33.25 x $170,000 = $5,652,500. If the Offer is accepted, the purchase price shall be divided between and paid directly to each of the individual members of the Idaho Group, in proportion as the individual percentage accepted for sale bears to the aggregate of the percentage accepted for sale by the Idaho Group. B. Royal Gold acknowledges that it has economic interests in the Pipeline and South Pipeline Mines and in the claims designated in Exhibits "A" and "B" hereto. Royal Gold has made its own independent studies and evaluations of the factors relevant to the economic worth of the Subject Royalty Interests and has conducted "due diligence" work which it deems necessary or desirable in order to make the Offer. In making the Offer, Royal Gold has relied on the studies and work performed by it and not upon any representations of the Idaho Group or any of its members or representatives. C. Royal Gold understands that promptly following receipt, this letter containing the Offer will be circulated to the members of the Idaho Group with requests that responses to the Offer, specifying the percentages which each member is willing to sell, be made as soon as practical. Royal Gold also understands that copies of the responses will be sent by facsimile transmission to Royal Gold within 10 business days following the receipt of this letter by William L. Wilson. At the same date that the copies of the responses are sent to Royal Gold, the -3- Idaho Group will notify Placer Dome U.S. Inc., Cortez Joint Venture and Cortez Gold Mines, (collectively the "Cortez Group", which hold a right of first refusal for sale of the Subject Royalty Interests by the Idaho Group) of the Offer and acceptances made thereto. The Cortez Group has a period of 30 days after notification to elect to exercise the right. If the Cortez Group fails to exercise that right within the 30 day period, a closing of the transaction contemplated by this letter shall be held. D. The closing of the purchase of the specified Subject Royalty Interests (the "Closing") shall take place in Grand Junction, Colorado, or at such other location as may be agreeable to Royal Gold and the selling members of the Idaho Group. The parties shall apply their best efforts to close on or before September 1, 1999. At the Closing, each of the members of the Idaho Group who have accepted Royal Gold's Offer shall be obliged to execute and deliver, in recordable form, special warranty deeds and assignments to Royal Gold of the Subject Royalty Interests which are being sold, in exchange for the delivery by Royal Gold of cashier's checks made out to each of the members who have agreed to sell all or portions of their respective interests in the Subject Royalty Interests, in the appropriate amount, or in exchange for electronic transmittal to the selling member(s)' designated account, of the appropriate amount(s) of immediately available funds. The warranties contained in such special warranty deeds and/or assignments shall be made severally by each of the members electing to sell individually, and not jointly as a group. E. If the purchase of the Subject Royalty Interests closes as contemplated herein, the sale shall be effective as relates to and concerns Production from the Pipeline and South Pipeline Mines from September 1, 1999, and the selling members of the Idaho Group shall be entitled to receive payment for all Production which occurred prior to that date. Royal Gold will be entitled to receive payment for the portions of the royalty purchased, for all Production after September 1, 1999. We understand the basis for settlements is governed by the documents specified in subparagraphs (1) through (5) above, and that royalty payment for the month of September, 1999 Production, and for succeeding months, is due by the last day of the month following the month in which Bullion is recovered from Production. The terms "Production" and "Bullion" are defined in the aforementioned documents described in subparagraphs (1) through (5) above, and those definitions are adopted for relevant purposes of this Offer. F. We further understand that the Idaho Group, by virtue of the documents described in subparagraphs (1) through (6) above, own royalty interests in properties other than those comprising the Subject Royalty Interests, which properties are owned or -4- controlled by Cortez Gold Mines and/or its joint venture partners, and that this Offer to purchase royalties will only apply to the 348 mining claims described in Exhibits A and B of that instrument recorded at Book 464, commencing at Page 549 of the official records of Lander County Nevada, copies of which Exhibits A and B are attached hereto and incorporated herein by reference. The purchase contemplated herein will also apply to any relocations, amendments or patents of the 348 mining claims described in such Exhibits A and B. A map, for illustrative purposes only, is attached as Exhibit C. G. Set forth on Attachment 1 are the names and respective percentage ownership interests of each of the members of the Idaho Group. There is a space provided in which each such member may specify the portion (if any) of such member's Subject Royalty Interest in respect to which the member accepts the Offer to purchase. H. If the Cortez Group, as holder of the right of first refusal specified in Section 2.C. above, elects to exercise that right and acquire the interests contemplated to be purchased by Royal Gold, then this Offer shall be considered null and void; however, to compensate Royal Gold for its efforts to purchase these interests, any premiums which are paid to the selling members of the Idaho Group by the Cortez Group (limited to a maximum of $250,000 under terms of its first right of refusal) shall be paid instead to Royal Gold. The Idaho Group makes no representations as to the amount of such premium which might be payable under such circumstances. Sincerely, /SS/ Peter B. Babin President Attached: Attachment 1 Exhibits "A", "B", "C" -5- ATTACHMENT 1 Each of the below-named members of the Idaho Group, by their signatures, and by their written indication of the "Specified Percentage Interest hereby accepted," hereby accepts Royal Gold's Offer to purchase the Specified Percentage Interest set forth in the last column of this Attachment 1, subject to the terms and conditions set forth in the attached letter. Idaho Group Member's Current Specified Percentage Member Subject Royalty Interest Interest hereby accepted __________/S/ ________ 31.50% _______50%___ JoAnn Wreisner Curtis as Trustee of the JoAnn Wreisner Curtis 1988 Trust, as Amended December 11, 1996. _________/S/___________ 15.75% ________50%__ Joan B. Wilson ________/S/____________ 15.75% ________50%__ W.L. Wilson _______/S/_____________ 15.00% ________50%__ H.B. Sprenger II, Trustee of the By Sprenger, Sr. Family Trust _______/S/_____________ 7.00% _______50%___ William G. Waldeck ______/S/______________ 1.6667% _____50%_____ Deborah Kay Baratta ______/S/______________ 1.6667% _____50%_____ Susan Lee Matteoni _____/S/_______________ 1.6667% _____50%_____ Timothy King Wilson ______/S/______________ 1.6667% _____50%_____ Gregory Arthur Wilson ______/S/_____________ 3.3333% _____50%_____ William Brent Wilson -1- "EXHIBIT A" TO SPECIAL WARRANTY DEED CONVEYING AN INTEREST IN OVERRIDING ROYALTY, CONCERNING UNPATENTED MINING CLAIMS LOCATED IN TOWNSHIP 27 NORTH, RANGE 47 EAST, AND TOWNSHIP 28 NORTH, RANGE 47 EAST, MDB&M, LANDER COUNTY, NEVADA. CLAIM RECORDING INFORMATION REFERS TO THE OFFICIAL RECORDS OF THE RECORDER OF LANDER COUNTY, NEVADA. CLAIM NAME CLAIM RECORDING INFORMATION BLM SERIAL NO. 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Page 236 NMC 471260 Gas #219 Book 309 Page 237 NMC 471261 Gas #220 Book 309 Page 238 NMC 471262 Gas #221 Book 309 Page 239 NMC 471263 Gas #222 Book 309 Page 240 NMC 471264 Gas #223 Book 309 Page 241 NMC 471265 Gas #224 Book 309 Page 242 NMC 471266 Gas #225 Book 309 Page 243 NMC 471267 Gas #226 Book 309 Page 244 NMC 471268 Gas #227 Book 309 Page 245 NMC 471269 Gas #228 Book 309 Page 246 NMC 471270 Gas #229 Book 309 Page 247 NMC 471271 Gas #230 Book 309 Page 248 NMC 471272 Gas #231 Book 309 Page 249 NMC 471273 Gas #232 Book 309 Page 250 NMC 471274 Gas #233 Book 309 Page 251 NMC 471275 Gas #234 Book 309 Page 252 NMC 471276 Gas #235 Book 309 Page 253 NMC 471277 Gas #236 Book 309 Page 254 NMC 471278 Gas #237 Book 309 Page 255 NMC 471279 Gas #238 Book 309 Page 256 NMC 471280 Gas #239 Book 309 Page 257 NMC 471281 Gas #240 Book 309 Page 258 NMC 471282 Gas #241 Book 309 Page 259 NMC 471283 Gas #242 Book 309 Page 260 NMC 471284 Gas #243 Book 309 Page 261 NMC 471285 Gas #244 Book 309 Page 262 NMC 471286 Gas #245 Book 309 Page 263 NMC 471287 Gas #246 Book 309 Page 264 NMC 471288 Gas #247 Book 309 Page 265 NMC 471289 Gas #248 Book 309 Page 266 NMC 471290 Gas #249 Book 309 Page 267 NMC 471291 Gas #250 Book 309 Page 268 NMC 471292 Gas #251 Book 309 Page 269 NMC 471293 Gas #254 Book 309 Page 270 NMC 471294 Gas #255 Book 309 Page 271 NMC 471295 Gas #256 Book 309 Page 272 NMC 471296 Gas #257 Book 309 Page 273 NMC 471297 Gas #258 Book 309 Page 274 NMC 471298 Gas #259 Book 309 Page 275 NMC 471299 Gas #260 Book 309 Page 276 NMC 471300 Gas #261 Book 309 Page 277 NMC 471301 Gas #262 Book 309 Page 278 NMC 471302 Gas #263 Book 309 Page 279 NMC 471303 Gas #264 Book 309 Page 280 NMC 471304 Gas #265 Book 309 Page 281 NMC 471305 Gas #266 Book 309 Page 282 NMC 471306 Gas #267 Book 309 Page 283 NMC 471307 Gas #268 Book 309 Page 284 NMC 471308 Gas #269 Book 309 Page 285 NMC 471309 Gas #270 Book 309 Page 286 NMC 471310 Gas #271 Book 309 Page 287 NMC 471311 Gas #272 Book 309 Page 288 NMC 471312 Gas #273 Book 309 Page 289 NMC 471313 Gas #274 Book 309 Page 290 NMC 471314 Gas #275 Book 309 Page 291 NMC 471315 Gas #276 Book 309 Page 292 NMC 471316 Gas #277 Book 309 Page 293 NMC 471317 Gas #278 Book 309 Page 294 NMC 471318 Gas #279 Book 309 Page 295 NMC 471319 Gas #280 Book 309 Page 296 NMC 471320 Gas #281 Book 309 Page 297 NMC 471321 Gas #282 Book 309 Page 298 NMC 471322 Gas #283 Book 309 Page 299 NMC 471323 Gas #284 Book 309 Page 300 NMC 471324 Gas #285 Book 309 Page 301 NMC 471325 Gas #286 Book 309 Page 302 NMC 471326 Gas #287 Book 309 Page 303 NMC 471327 Gas #288 Book 309 Page 304 NMC 471328 Gas #289 Book 309 Page 305 NMC 471329 Gas #290 Book 309 Page 306 NMC 471330 Gas #291 Book 309 Page 307 NMC 471331 Gas #292 Book 309 Page 308 NMC 471332 Gas #293 Book 309 Page 309 NMC 471333 Gas #294 Book 309 Page 310 NMC 471334 Gas #295 Book 309 Page 311 NMC 471335 Gas #296 Book 309 Page 312 NMC 471336 Gas #297 Book 309 Page 313 NMC 471337 Gas #298 Book 309 Page 314 NMC 471338 Gas #299 Book 309 Page 315 NMC 471339 Gas #300 Book 309 Page 316 NMC 471340 Gas #301 Book 309 Page 317 NMC 471341 Gas #302 Book 309 Page 319 NMC 471342 Gas #303 Book 309 Page 320 NMC 471343 Gas #304 Book 309 Page 321 NMC 471344 Gas #305 Book 309 Page 322 NMC 471345 Gas #306 Book 309 Page 323 NMC 471346 Gas #307 Book 309 Page 324 NMC 471347 Gas #308 Book 309 Page 325 NMC 471348 Gas #309 Book 309 Page 326 NMC 471349 Gas #310 Book 309 Page 327 NMC 471350 Gas #311 Book 309 Page 328 NMC 471351 Gas #312 Book 309 Page 329 NMC 471352 Gas #313 Book 309 Page 330 NMC 471353 Gas #314 Book 309 Page 331 NMC 471354 Gas #315 Book 309 Page 332 NMC 471355 Gas #316 Book 309 Page 333 NMC 471356 Gas #317 Book 309 Page 334 NMC 471357 Gas #318 Book 309 Page 335 NMC 471358 Gas #319 Book 309 Page 336 NMC 471359 Gas #320 Book 309 Page 337 NMC 471360 Gas #321 Book 309 Page 338 NMC 471361 Gas R12 Book 390 Page 025 NMC 671308 Gas R13 Book 390 Page 026 NMC 671309 Gas R14 Book 390 Page 027 NMC 671310 Gas R15 Book 390 Page 028 NMC 671311 Gas R31 Book 390 Page 039 NMC 671322 Gas R32 Book 390 Page 040 NMC 671323 Gas R33 Book 390 Page 041 NMC 671324 Gas R41 Book 390 Page 049 NMC 671332 Gas R45 Book 390 Page 050 NMC 671333 Gas R46 Book 390 Page 051 NMC 671334 Gas R47 Book 390 Page 052 NMC 671335 Gas R48 Book 390 Page 053 NMC 671336 Gas R49 Book 390 Page 054 NMC 671337 Gas R53 Book 390 Page 058 NMC 671341 Gas R54 Book 390 Page 059 NMC 671342 Gas R55 Book 390 Page 060 NMC 671343 Gas R59 Book 390 Page 061 NMC 671344 Gas R60 Book 390 Page 062 NMC 671345 Gas R61 Book 390 Page 063 NMC 671346 Gas R62 Book 390 Page 064 NMC 671347 Gas R63 Book 390 Page 065 NMC 671348 Gas R64 Book 390 Page 066 NMC 671349 Gas R67 Book 390 Page 069 NMC 671352 Gas R68 Book 390 Page 070 NMC 671353 Gas R69 Book 390 Page 071 NMC 671354 Gas R71 Book 390 Page 072 NMC 671355 Gas R72 Book 390 Page 073 NMC 671356 Gas R73 Book 390 Page 074 NMC 671357 Gas R74 Book 390 Page 075 NMC 671358 Gas R75 Book 390 Page 076 NMC 671359 Gas R76 Book 390 Page 077 NMC 671360 Gas R77 Book 390 Page 078 NMC 671361 Gas R78 Book 390 Page 079 NMC 671362 Gas R79 Book 390 Page 080 NMC 671363 Gas R80 Book 390 Page 081 NMC 671364 Gas R81 Book 390 Page 082 NMC 671365 Gas R113 Book 390 Page 083 NMC 671366 -1- "EXHIBIT B TO SPECIAL WARRANTY DEED CONVEYING AN INTEREST IN OVERRIDING ROYALTY, CONCERNING UNPATENTED MINING CLAIMS LOCATED IN TOWNSHIP 27 NORTH, RANGE 47 EAST, AND TOWNSHIP 28 NORTH, RANGE 47 EAST, MDB&M, LANDER COUNTY, NEVADA. CLAIM RECORDING INFORMATION REFERS TO THE OFFICIAL RECORDS OF THE RECORDER OF LANDER COUNTY, NEVADA. CLAIM NAME CLAIM RECORDING INFORMATION BLM SERIAL NO. GAC # 24 Book 390 Page 96 NMC 635005 GAC # 26 Book 387 Page 533 NMC 635006 GAC # 28 Book 387 Page 535 NMC 432087 GAC # 30 Book 387 Page 537 NMC 432089 GAC # 35 Book 390 Page 98 NMC 432094 GAC # 35A Book 387 Page 556 NMC 667092 GAC # 36 Book 387 Page 542 NMC 432095 GAC # 37 Book 387 Page 543 NMC 432096 GAC # 37A Book 387 Page 552 NMC 667093 GAC # 38 Book 387 Page 544 NMC 432097 GAC # 39 Book 387 Page 545 NMC 432098 GAC # 40 Book 387 Page 546 NMC 432099 GAC # 42 Book 387 Page 548 NMC 432101 GAC # 42A Book 387 Page 553 NMC 667094 GAC # 42B Book 387 Page 554 NMC 667095 GAC # 43 Book 387 Page 549 NMC 432102 GAC # 44 Book 387 Page 550 NMC 432103 Gas R16 Book 390 Page 29 NMC 671312 Gas R17 Book 390 Page 30 NMC 671313 Gas R18 Book 390 Page 31 NMC 671314 Gas R19 Book 390 Page 32 NMC 671315 Gas R20 Book 390 Page 33 NMC 671316 Gas R21 Book 390 Page 34 NMC 671317 Gas R22 Book 390 Page 35 NMC 671318 Gas R23 Book 390 Page 36 NMC 671319 Gas R24 Book 390 Page 37 NMC 671320 Gas R25 Book 390 Page 38 NMC 671321 Gas R34 Book 390 Page 42 NMC 671325 Gas R35 Book 390 Page 43 NMC 671326 Gas R36 Book 390 Page 44 NMC 671327 Gas R37 Book 390 Page 45 NMC 671328 Gas R38 Book 390 Page 46 NMC 671329 Gas R39 Book 390 Page 47 NMC 671330 Gas R40 Book 390 Page 48 NMC 671331 Gas R50 Book 390 Page 55 NMC 671338 Gas R51 Book 390 Page 56 NMC 671339 Gas R52 Book 390 Page 57 NMC 671340 Gas R65 Book 390 Page 67 NMC 671350 Gas R66 Book 390 Page 68 NMC 671351 GRM 755 Book 397 Page 465 NMC 398292 GRM 757 Book 397 Page 468 NMC 398294 GRM 759 Book 397 Page 471 NMC 398296 GRM 761 Book 397 Page 474 NMC 398298 GRM 763 Book 397 Page 477 NMC 398300 GRM 764 Book 284 Page 277 NMC 398301 GRM 776 Book 397 Page 480 NMC 398311 GRM 777 Book 397 Page 483 NMC 398312 GRM 778 Book 397 Page 486 NMC 398313 GRM 779 Book 397 Page 489 NMC 398314 GRM 780 Book 397 Page 492 NMC 398315 GRM 781 Book 397 Page 495 NMC 398316 GRM 850 Book 397 Page 498 NMC 398353 -1- EXHIBIT C Map depicting the Pipeline/South Pipeline Mining Complex claim block area and the claims that are the subject of this royalty. These claims cover some 6,000 acres of contiguous lands in Lander County, Nevada, that are presently encompassed by a total of 348 unpatented mining claims. -----END PRIVACY-ENHANCED MESSAGE-----