<PAGE> 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
July 27, 1998
GRAND CENTRAL SILVER MINES, INC.
(Exact name of registrant as specified in its charter)
Utah
(State or other jurisdiction of incorporation)
0-17048 87-0429204
(Commission File No.) (IRS Employer ID)
1010 Ironwood Drive
Suite 105
Couer d'Alene, Idaho 83814
(Address of principal executive offices and Zip Code)
(208) 769-7340
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 28, 1998, Grand Central Silver Mines, Inc., (the
"Company") filed a civil action in the United States District
Court for the District of Utah, Central Division, Case No.
2:98cv00300S against Spenst Hansen, Keystone Survey, Inc., a Utah
corporation, West Tintic Mining Company, a Utah corporation,
South Iron Blossom Mining Company, a Utah corporation, and Axis
Development Corporation, a Utah corporation, Defendants. The
civil action alleged that: 1) the defendants violated Section
16(b) of the Securities Exchange Act of 1934; 2) Spenst Hansen
breached the fiduciary duties owed to the Company; and, 3) Spenst
Hansen converted assets belonging to the Company. The Company
seeks an accounting; recovery of short swing profits;
disgorgement of proceeds; return of stock; not less than $247,000
in actual damages; not less than $750,000 in punitive damages; an
injunction; and, costs and attorney's fees. On May 5, 1998, the
court entered a temporary restraining order and on May 8, 1998,
the parties agreed to extend the temporary restraining order
indefinitely. Mr. Hansen has not yet filed a response to the
allegations of the complaint.
On July 17, 1998, the Company settled the foregoing matter
pursuant to the terms and conditions of certain documents which
are attached hereto. The explanation contained herein is
qualified by the exhibits attached hereto and the exhibits should
be reviewed in their entirety for a complete understanding of the
resolution of the litigation. Further, the description contained
herein is qualified in its entirety by the said exhibits.
In summary, the defendants agreed to purchase all of the
shares of common stock of Mammoth Mining Company and purchase
certain Tintic Mining District Patented Mining Claims in
consideration of 398,810 shares of the Company's common stock
currently owned by the defendants. The Company will cancel and
retire the foregoing 398,810 shares of common stock upon receipt
thereof. The Company will retain a 2% met smelter return from
such claims. Further, the defendants will pay to the Company the
sum of $50,000 and assign all of their interest in and to certain
Utah State Metalliferous Minerals Leases located in Beaver
County, Utah. Hansen will retain a 2% net smelter return royalty
from such leases.
In addition to the foregoing, for a period of five years
from July 17, 1998, neither Spenst Hansen nor any partner or
other business entity owned or controlled by Spenst Hansen in
whole or in part shall acquire, own control, operate or develop
any interest in real property used or useful in connection with
mining that is wholly or partially within a one mile radius of
the Company's properties located in Beaver County, Utah and
Churchill County, Nevada. Further, the Company will occupy the
Centennial Eureka Building in Eureka, Utah for a period of four
months from July 17, 1998, at no cost to the Company.
<PAGE> 3
In addition, the parties executed mutual releases of claims
and contracted for other miscellaneous items.
On July 20, 1998, the parties dismissed the foregoing
litigation.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The Company has not determined if it is required to file
financial statements pursuant to Item 7 of Form 8-K. In the
event the Company is required to file such financial statements,
it will file the same within 60 days from July 31, 1998 as
required by Item 7(a)(4) of Form 8-K.
Exhibits:
10.1 Settlement Agreement and Release
10.2 Agreement and Release
SIGNATURE
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 hereunto duly authorized.
GRAND CENTRAL SILVER MINES, INC.
BY: /s/ John P. Ryan
John P. Ryan, President
DATED: July 29, 1998
<PAGE> 4
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release ("Agreement") is made
by and among Grand Central Silver Mines, Inc., a Utah corporation
("GSLM"), Spenst Hansen, an individual ("Hansen"), and the
following corporations collectively referred to as "the
Companies": Keystone Surveys, Inc., a Utah corporation, West
Tintic Mining Company, a Utah corporation, South Iron Blossom
Mining Company, a Utah corporation and Axis Development
Corporation, a Utah corporation. This Agreement is effective
upon its execution by all parties.
RECITALS
A. On April 28, 1998, GSLM filed a Complaint against
Hansen and the Companies in the United States District Court for
the District of Utah, Central Division, entitled Grand Central
Silver Mines, Inc. v. Spenst Hansen, et al., Civil No.
2:98CV00300S ("the Litigation").
B. GSLM, Hansen and the Companies now desire to settle the
dispute between them, without continuing the Litigation, in
accordance with the terms and conditions of this Agreement. In
entering into this Agreement, neither GSLM, Hansen nor the
Companies admit any liability in connection with the Litigation.
AGREEMENT
In consideration of the mutual promises, covenants,
releases, and agreements contained herein, GSLM, Hansen and the
Companies agree as follows:
1. Purchase of Mammoth Mining Company Shares. On or
before July 17, 1998, Hansen and the Companies shall purchase all
of GSLM's shares of Mammoth Mining Company, a Nevada corporation,
for Two Hundred Thousand (200,000) shares of GSLM stock. GSLM
and Mammoth Mining Company shall execute a mutual release in the
form attached hereto as Exhibit "A". Within thirty (30) days
after the signing of this Agreement, GSLM shall deliver to Hansen
and the Companies all of Mammoth Mining Company's corporate
records and documents.
2. Purchase of Tintic Mining District Patented Mining
Claims. On or before July 17, 1998, Hansen and the Companies
shall purchase from GSLM by quit claim all of GSLM's patented
mining claims and water rights located in the Tintic Mining
District, excluding the claims covering the Dragon clay mine, for
Two Hundred Thousand (200,000) shares of GSLM stock. Hansen and
the Companies shall be responsible for all reclamation costs
associated with such claims. GSLM shall retain a two percent
(2%) net smelter return from such purchased claims. Upon receipt
of the shares of GSLM stock from Hansen and the Companies, GSLM
<PAGE> 5
shall deliver a deed in the form attached hereto as Exhibit "B"
(the "Mining Deed"). Except for such reclamation costs, such two
percent (2%) net smelter return royalty, and any other obligation
set forth in this Agreement or in the Mining Deed. GSLM and its
affiliates and subsidiaries will release Hansen and the Companies
from any and all liabilities, obligations or debt of any type or
kind related to such purchased claims.
3. Payment to GSLM. Concurrent with the execution of this
Agreement, Hansen and the Companies shall pay to GSLM the sum of
Fifty Thousand Dollars ($50,000) from the cash funds held by CIBC
Oppenheimer Corporation and/or the United States District Court
for the District of Utah pursuant to the Court's temporary
restraining order entered in this Litigation. The remaining
funds, if any, shall be immediately returned to Hansen.
4. Assignment of Beaver County Utah State Metalliferous
Minerals Leases. On
or before July 17, 1998, Hansen shall assign to GSLM the
following Utah State Metalliferous Minerals Leases in the names
of Hansen and located in Beaver County, Utah:
(1) Township 26 South, Range 12 West, Section 36 (631.35
acres);
(2) Township 26 South, Range 11 West, Section 32 (617.99
acres);
(3) Township 27 South, Range 12 West, Section 2 (539.40
acres).
Hansen shall retain a two percent (2%) net smelter return royalty
from such assigned leases.
5. Agreement to Not Compete. For a period of five (5)
years following execution of this Agreement, neither Hansen nor
any partner or other business entity owned or controlled by
Hansen in whole or in part shall, directly or indirectly acquire,
own, control, operate or develop any interest in real property
used or useful in connection with mining that is wholly or
partially within a one (1) mile radius of GSLM's properties
located in Beaver County, Utah and Churchill County, Nevada.
6. Occupation of the Centennial Eureka Building. Hansen
agrees to allow GSLM to occupy the Centennial Eureka Building in
Eureka, Utah for a period of four (4) months from the date of the
execution of this Agreement at no cost to GSLM.
7. Resale of Restricted Securities. Hansen and the
Companies shall be entitled to resell their remaining GSLM shares
in accordance with the provisions of Rule 144.
<PAGE> 6
8. Distribution of a Press Release. Concurrent with the
execution of this Agreement, GSLM, Hansen and the Companies shall
distribute a joint press release regarding the settlement in the
form attached hereto as Exhibit "C".
9. Dismissal of the Litigation. Concurrent with the
execution of this Agreement, GSLM, Hansen and the Companies shall
cause their counsel to execute a stipulation for dismissal with
prejudice of the Litigation in the form attached hereto as
Exhibit "D". Upon execution of this Agreement, GSLM shall cause
its counsel to file in the Litigation the executed stipulation
for dismissal with prejudice.
10. Fees and Expenses. GSLM, Hansen and the Companies
shall each bear their own respective costs and expenses,
including attorneys' fees, incurred in connection with the
Litigation and this Agreement.
11. Release by Hansen and the Companies. Hansen and the
Companies hereby release and forever discharge GSLM, and where
applicable, each of their parents, subsidiaries, divisions,
officers, directors, owners, associates, predecessors,
successors, heirs, assigns, agents, partners, employees,
insurers, representatives, lawyers, and all persons acting by,
through, under, or in concert with them, or any of them ("the
GSLM Released Parties"), of and from any and all manner of action
or actions, cause or causes of action, in law or in equity, and
any suits, debts, liens, claims, demands, damages, losses, costs
or expenses, of any nature whatsoever, known or unknown, fixed or
contingent, that Hansen and the Companies now have against the
GSLM Released Parties as of the date of execution of this
Agreement, by reason of any matter, cause, or thing whatsoever
arising out of, based upon, or in any way relating to the claims,
facts, and circumstances involved in and surrounding the
Litigation or any claims Hansen and the Companies raised in the
Litigation or that could have been raised therein. Hansen and
the Companies further release and forever discharge the GSLM
Released Parties of and from any and all manner of action or
actions, cause or causes of action, in law or in equity, and any
suits, debts, liens, claims, demands, damages, losses, costs or
expenses, of any nature whatsoever, known or unknown, fixed or
contingent, that Hansen and the Companies now have against the
GSLM Released Parties as of the date of execution of this
Agreement, by reason of any matter, cause, or thing whatsoever
arising out of, based upon, or in any way relating to Hansen's
and the Companies' purchase of GSLM's Tintic Mining District
patented mining claims referred to in paragraph 2 of this
Agreement.
<PAGE> 7
13. No Assignment of Hansen's or the Companies' Claims.
Hansen and the Companies represent and warrant that there has
been no assignment or other transfer of any interest in any
claims which they may have against the GSLM Released Parties, and
agree to indemnify and hold the GSLM Released Parties harmless
from any liabilities, claims, demands, damages, costs, expenses,
and attorneys' fees incurred by any of the GSLM Released Parties,
as a result of any person who successfully asserts and
establishes any such assignment or transfer. This indemnity does
not require payment as a condition precedent to recovery by the
GSLM Released Parties against Hansen or the Companies.
14. Release by GSLM. GSLM hereby releases and forever
discharges Hansen, the Companies, and where applicable, each of
their parents, subsidiaries, divisions, officers, directors,
owners, associates, predecessors, successors, heirs, assigns,
agents, partners, employees, insurers, representatives, lawyers,
and all persons acting by, through, under, or in concert with
them, or any of them ("the Hansen Released Parties"), of and from
any and all manner of action or actions, cause or causes of
action, in law or in equity, and any suits, debts, liens, claims,
demands, damages, losses, costs or expenses, of any nature
whatsoever, known or unknown, fixed or contingent, that GSLM now
has against the Hansen Released Parties as of the date of
execution of this Agreement, by reason of any matter, cause, or
thing whatsoever arising out of, based upon, or in any way
relating to the claims, facts, and circumstances involved in and
surrounding the Litigation or any claims GSLM raised in the
Litigation or that could have been raised therein. GSLM further
releases and forever discharges the Hansen Released Parties of
and from any and all manner of action or actions, cause or causes
of action, in law or in equity, and any suits, debts, liens,
claims, demands, damages, losses, costs or expenses, of any
nature whatsoever, known or unknown, fixed or contingent, that
GSLM now has against the Hansen Released Parties as of the date
of execution of this Agreement, by reason of any matter, cause,
or thing whatsoever arising out of, based upon, or in any way
relating to the purchase of GSLM's Tintic Mining District
patented mining claims referred to in paragraph 2 of this
Agreement, except for those actions, causes of action, suits,
debts, liens, claims, demands, damages, losses, costs or expenses
may arise from the obligations of the Hansen Released Parties
contained in the Mining Deed, which shall survive indefinitely.
15. No Assignment of GSLM's Claims. GSLM represents and
warrants that there has been no assignment or other transfer of
any interest in any claims which it may have against the Hansen
Released Parties, and agrees to indemnify and hold the Hansen
Released Parties harmless from any liabilities, claims, demands,
damages, costs, expenses, and attorneys' fees incurred by any of
the Hansen Released Parties, as a result of any person who
<PAGE> 8
successfully asserts and establishes any such assignment or
transfer. This indemnity does not require payment as a condition
precedent to recovery by the Hansen Released Parties against
GSLM.
16. Severability. In the event that any provision in or
obligation under this Agreement shall be invalid, illegal, or
unenforceable in any jurisdiction against GSLM, Hansen and/or the
Companies, the validity, legality, or enforceability of other
provisions in or obligations under this Agreement shall not in
any way be affected or impaired thereby.
17. Successors and Assigns. This Agreement shall be
binding on, and shall inure to the benefit of, the parties hereto
and their respective successors and assigns.
18. Enforcement of Agreement. If any party to this
Agreement brings an action or proceeding to enforce its rights
hereunder, the prevailing party shall be entitled to recover its
costs and expenses, including court costs and attorneys' fees, if
any, incurred in connection with such action or proceeding.
19. Construction of Agreement. This Agreement shall be
construed as a whole in accordance with its fair meaning and in
accordance with the laws of the State of Utah. The terms of this
Agreement have been negotiated by the parties, and the language
of the Agreement shall not be construed in favor of or against
any particular party. The headings used herein are for reference
only and shall not affect the construction of this Agreement.
20. Entire Agreement. This Agreement and any exhibits
attached hereto represent the sole and entire agreement between
the parties and supersede all prior agreements, negotiations, and
discussions between the parties hereto and/or their respective
counsel with respect to the subject matter covered hereby.
21. Agreement May Be Executed In Counterparts. This
Agreement may be executed in counterparts, which together shall
constitute a fully executed original.
22. Amendment to Agreement. Any amendment to this
Agreement must be in a writing signed by duly authorized
representatives of the parties hereto and stating the intent of
the parties to amend this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement effective as of the date upon which all parties shall
have executed this Agreement.
<PAGE> 9
Dated: July 17, 1998 Grand Central Silver Mines, Inc.
By: /s/ John P. Ryan
Its: President
Dated: July 17, 1998 Spenst Hansen
/s/ Spenst Hansen
Dated: July 17, 1998 Keystone Surveys, Inc.
By: /s/ Spenst Hansen
Its: President
Dated: July 17, 1998 West Tintic Mining Company
By: /s/ illegalible
Its: President
Dated: July 17, 1998 South Iron Blossom Mining Company
By: /s/ illegalible
Its: President
Dated: July 17, 1998 Axis Development Corporation
By: /s/ illegilible
Its: Vice President
<PAGE> 10
When Recorded, Please Return To:
KEYSTONE SURVEYS, INC.
P.O. Box 3232
320 South 200 West, Suite B202
Salt Lake City, Utah 84110
MINING DEED AND ROYALTY AGREEMENT
THIS DEED (the "Mining Deed") is entered into and made
effective this 17th day of July, 1998 (the "Effective Date"), by
Grand Central Silver Mines, Inc., (formerly Centurion Mines
Corporation), a Utah Corporation, whose address is 1010 Ironwood
Drive, Suite 105, Coeur d'Alene, Idaho, 83814, and Centurion
Exploration, Inc., a Utah Corporation, whose address is 331 South
Rio Grande, Suite 201, Salt Lake City, Utah 84101 (collectively
referred to as the "Owners"), and Keystone Surveys, Inc., a Utah
Corporation, whose address is 320 South 200 West, Suite B202,
Salt Lake City, Utah 84110 (referred to as "Buyer").
1. Quitclaim of Property. Owners quitclaim and convey to
Buyer all of Owners' right, title and interest in the real
property located in the State of Utah, Tintic Mining District,
Juab and Utah Counties more particularly described in the
attached Appendix I, RESERVING, however, to Owners a Net Smelter
Royalty and a right-of-way as more particularly defined below.
The true consideration given for this Deed is Two Hundred
Thousand (200,000) shares of the common stock of Grand Central
Silver Mines, Inc.
2. Delivery of Documents. Within thirty (30) days after
the date of signing of this deed, Owners shall deliver to Buyer
all of Owners' and Mammoth Mining Company's maps, geological
reports, technical records and data, historical documents and all
written records and documentation related to said patented mining
claims described in Appendix I that Owners have in their
possession.
3. Net Smelter Royalty. Buyer agrees to pay Owners a
production royalty equal to two percent (2%) of the Net Smelter
Returns (the "Net Smelter Royalty") on all minerals which are
mined and sold by Buyer from said patented mining claims owned by
Owners and described in Appendix I. The Net Smelter Returns
shall mean the fair market value of the ore, after mining, FOB
the mine site, before transportation and processing. The Net
Smelter Royalty shall be paid to Owners quarterly within thirty
(30) days after the end of each calendar quarter. Payments or
tenders of royalties may be made by mailing or delivering cash,
or Buyer's bank draft or wire transfer, to Owners' agent on or
before the date for payment. Payment shall be accompanied by a
<PAGE> 11
settlement sheet indicating the calculation of the Net Smelter
Royalty by Buyer. Each settlement sheet provided by Buyer shall
be deemed correct and binding upon Owners unless Buyer receives a
written objection from Owners within two years after Buyer's
payment under this Section.
4. Right-of-Way. Buyer agrees to grant Owners a right-
of-way over, across, and through the patented mining claims and fee
lands described in Appendix I for the purpose of access to all
other mining claims in the Tintic Mining District owned by
Owners, including the claims covering the Dragon clay mine.
Buyer reserves the right to use the right-of-way for roads or
other purposes not inconsistent with the right-of-way granted
herein.
5. Conveyance of Water Rights. Grand Central Silver
Mines, Inc. hereby conveys to Buyer its Utah Water Right No. 68-
41 (a21189) and (t21190), Diamond Springs, located in the NW
quarter of Section 26, Township 10 South, Range 3 West, SLB&M.
6. Condition of the Properties; Environmental and
Reclamation.
6.1 Property Accepted AS IS. Owners make no
representations or warranties of any kind with respect to their
title to the patented mining claims and fee lands described in
Appendix I ("the Property") or the value or condition of the
Property. Buyer agrees and acknowledges that (i) it has had
access to and the opportunity to inspect the Property for all
purposes, including without limitation, for the purposes of
detecting the presence of hazardous substances, environmental
hazards and contamination of the surface and/or subsurface, (ii)
it has satisfied itself as to the physical and environmental
condition of the Property, both surface and subsurface, and
agrees to accept this quitclaim of the Property at on an "AS IS,
WHERE IS" basis, "WITH ALL FAULTS" and (iii) in making the
decision to enter in this Mining Deed, Buyer has relied solely on
the basis of its own independent investigation of the Property.
6.2 General Environmental Indemnity. Buyer assumes
and shall be responsible for and agrees to indemnify, defend and
hold harmless Owners and their employees, officers, directors,
agents and representatives from and against any and all claims,
liabilities, losses, costs and expenses (including, without
limitation, court costs and reasonable attorney's and experts'
fees and expenses) damages, demands and causes of action with
respect to damage to property, injury to or death of persons or
other living things, natural resource damages, CERCLA response
costs, environmental remediation and restoration costs, or fines
or penalties (collectively, "Claims") arising out of or
attributable to, in whole or in part, either directly or
indirectly, the condition or operation of the Property at any
<PAGE> 12
time before, at or after the Effective Date, including, without
limitation, any Claims relating to reclamation of the Property as
required by law or to any condition existing on, in or under, or
resulting from operation of, the Property as of the Effective
Date, that is determined to be a result of or caused in whole or
in part by Owners' violation of, failure to fulfill duties
imposed by or incurrence of liability under any Environmental
Laws (as defined below) or under any principle of common law
relating to duties to protect or not unduly disturb human health
or environmental quality (any such Claim being referred to herein
as an "Environmental Claim").
6.3 Environmental Laws. The term "Environmental
Laws" shall mean any and all laws, statutes, regulations, rules,
orders, ordinances, permits or determinations of any governmental
authority pertaining to health or the environment in effect in
any and all jurisdictions in which the Property are located,
including, without limitation, the Clean Air Act, as amended, the
Federal Water Pollution Control Act, as amended, the Rivers and
Harbors Act of 1899, as amended, the Safe Drinking Water Act, as
amended, the Comprehensive Environmental Response, Compensation
and Liability Act ("CERCLA"), as amended, the Superfund
Amendments and Reauthorization Act of 1986 ("SARA"), as amended,
the Resource Conservation and Recovery Act ("RCRA"), as amended,
The Hazardous and Solid Waste Amendments Act of 1984, as amended,
The Toxic Substances Control Act, as amended, the Occupational
Safety and Health Act ("OSHA"), as amended, the Hazardous
Materials Transportation Act, as amended, and other federal,
state and local laws whose purpose is to conserve or protect
health, the environment, wildlife or natural resources. The
terms "hazardous substance," "release" and "threatened release"
shall have the meanings specified in CERCLA, and the terms "solid
waste," "hazardous waste," and "disposal" (or "disposed") shall
have the meanings specified in RCRA; provided, however, that (i)
to the extent the laws have a meaning for "hazardous waste," and
"disposal" that is broader than that specified in CERCLA or RCRA,
such broader meaning shall apply with respect to the matters
covered by such laws, and (ii) the term "solid waste" shall
include all oil and gas exploration, development, and production
wastes, even if such wastes are specifically exempt from
classification as hazardous substances or hazardous wastes
pursuant to CERCLA or RCRA, or the state analogues to those
statutes.
7. Applicable Law. This Deed shall be construed in
accordance with and governed by the laws of the State of Utah and
the United States.
The Parties have executed this instrument, by a duly
authorized officer, as of the Effective Date.
<PAGE> 13
Grand Central Silver Mines, Inc.
By: /s/ John P. Ryan
Title: President
Centurion Exploration, Inc.
By: /s/ John P. Ryan
Title: President
Keystone Surveys, Inc.
By: /s/ Spenst Hansen
Title: President
<PAGE> 14
APPENDIX I
Attached to and made a part of the foreoging quit claim deed
by and between GRAND CENTRAL SILVER MINES, (formerly CENTURION
MINES CORPORATION), CENTURION EXPLORATION, INC., as GRANTORS, and
KEYSTONE SURVEYS, INC., as GRANTEE.
The following patented mining claims located int eh Tintic
Mining District, Juab and Utah Counti4es. State of Utah:
Township 10 South, Range 2 West, Sections 18, 19, 29, 30 31, 32
Township 10 South, Range 3 West, Sections 13, 23, 24, 25, 26, 36
Township 11 South, Range 2 West, Sections 5, 6
Township 11 South, Range 3 West, Section 1
JUAB COUNTY:
Patented Mining Claim (Mineral Survey/Lot Number)
2G(3012) Afton No.2(6844) Ajax(4197)
Albion(182) Alice(3568) Allen(4561)
Almo(3009) Alta(161) Amelia Rives(4550)
Amelia Rives Addition(4550) American Eagle(4679)
Ana Lara(4360) Anita(4535) Annaconda(328)
Annie Mae Gundry(3241) Antelope(5999) Antelope No.2(5999)
Antelope Fraction(6014) April Fraction(6584)
Arcadain(183) Ardath(3332) Argenta(147)
Argenta(290) Argenta(44) Argentum(4623)
Ashler(180) Aurora(4536) Avelanche(4523)
Banger(249) Barnard(4560) Beacon #1,2,3(7001)
Beck(74) Beck Fraction(6634) Belcher(155)
Belcher(199) Belcher(3750) BimetalistLode(3339)
Black Jack(101) Blue Bird(4360) Blue Rock(75)
Bogden #1,2,3(Amd.)(6666) Bodgen Fraction Amended(6666)
Boss Tweed(237) Boss Tweed Extension(237)
Boyd(5310-A) Bradley(158) Bonanza #1,2,3(5491)
Bradley(264) Brazil Lode #2(274) Brown(4562)
Bullion(68) Bullion(76) Bully Change (297)
Burleight(179) Cadaver(4180) California(114)
Calumet (3931) Cane(250) Cape Horn(6997)
Cape Horn #1,2,3,4,5,6,7,8,9,10,11(6997) Captain S(4054)
Caroline(292) Caroline Triangle(3062)
Castoria(243) Catasaugua(5101) Center(4219)
Catasaugua #1,2,3,4(5101) Centennial Eureka(67)
Challenge(4444) Champion #2(73) Champlain #2(174)
Chang Mill Site (4512) Ching Mill Site(4513)
Christopher Columbus Lode(3037) Cleopatra(3330)
Cleveland(295) Cleveland(3849) Cliff(7001)
Clift(3413) Colconda(293) Columbus(317)
Comstock(153) Consort(272) Contrary(3939)
Conversant(7001) Cordelia Orton(4479)
Copperopolis #2(160) Copper Queen #1,2,3,(5491)
<PAGE> 15
Attached to and made a part of the foregoing quit claim deed
by and between GRAND CENTRAL SILVER MINES, (formerly CENTURION
MINES CORPORATION), CENTURION EXPLORATION, INC., as GRANTORS, and
KEYSTONE SURVEYS, INC., as GRANTEE.
Cornucopia(4171) Daisy Hamilton(316) Damificar(4179)
Dandy Jim(4565) Dandy(320) December(3491)
Della(7011) Deprezin(284) Desert View(6135)
Diamond(224) Dolley(295) Dom Pedro 2nd(172)
Dove(269) Dubei(3940) Dude(320)
East Gold Coin(7001) East Cold Coin Extension(7001)
East Star(232) Eclipse(4029) Eclipse #2(4029)
Elgin Amended(4019) Elizabeth(5650) Emily R.(3876)
Emerald(224) Emma(143) Enterprise(326)
Essem(6977) Euchre(4360) Eureka #5(170
Evening Star(3382) Fair View(2951) Flagstaff(2951)
First Northern Ext. Mammoth(38) Fissure #1,2(3939)
Fraction(6052) Fraction(3233) Franklin Lode(246-A)
Franklin Consolidated(3931) Garnet(3852)
General Harrison(308) General Logan(332) Gladstone(127)
George Washington(4603) George Arther Rice Millsite(34)
Godiva(72) Golconda(3981) Gold Chain(339)
Gold Chain Fraction(6191) Gold Coin(7001)
Cold Coin(3990) Gold Dust(3990) Golden Eagle(MS 287)
Golden Treasure(78) Goldfield(3876) Gonyon(3990)
Good Fraction(7011) Govenor(4519) Grace(4522)
Grace Ely(317) Gracie(3337) Grand Central(3037)
Grover Cleveland(30007) Harker(3289) Harkness(156)
Harrison(175) Hillside(6068) Hillside(7001)
Home Rule(3852) Homestake(3059) Honora(4472)
Hubb(3903) Hub(4822) Hub #1(4821)
Hung Mill Site(4511) Hungarian(164) Independent(3875)
Incense(7001) Ione(3860) Ivanhoe(4360)
Jackman(125) Jacobs(3227) January(3382)
Jessamine(3857) Jenkins(93) Jennie(3931)
Jennie(4098) Jennie Extension(7001)
Joe Bowers(41) Joe Bowers S'ly Ext.(60)
Joe Daly(3965) John D.(6429) Jumbo(4304)
John D. #1,2,3,4(6429) Julian Lane(77) Juno(3747)
Justice(3337) Kendall(169) King William(193)
Koh-i-Nor(3046) Last Change(3830) Last Change(4360)
Last Change(336) Last Gap(3004) Lamar(5579)
Last Show(3268) Lead King(6928) Leadville(6081)
Lead King #1,2,3,4,5(6928) Lead(132)
Leo Consolidated(290) Lion(3490) Lisbon(32)
Little Hopes(4181) Little May(4052) Little Will(3083)
Lizzie(320) Lookout(133) Lower Mammoth(3221)
Lucky Boy(4360) Madaline(6616) Mammon(7001)
Madeline #1,2,3,4(6616) Magna Charta(146) Mammoth(37)
Mammoth(65) Mammoth(234) Mary L.(154)
Mammoth Fraction(6167) Mars(320) Mary Ellen(4360)
Mascot(4473) Matchless(4443) Michigan(149)
<PAGE> 16
Attached to and made a part of the foregoing quit claim deed
by and between GRAND CENTRAL SILVER MINES, (formerly CENTURION
MINES CORPORATION), CENTURION EXPLORATION, INC., as GRANTORS, and
KEYSTONE SURVEYS, INC., as GRANTEE.
Michigan Fraction(6635) Middle Atlas Consolidated(295)
Miner's Delight(3521) Missing Link(4572) Molly Brown(3830)
Morton Lode(247-A) Mount Hope(253) Napoleon(3442)
Narrow Gauge(323) Never Swet(4534) Never Swet #1(4534)
Nonesuch(190) No You Don't(3929) North Alaska(4708)
North Clift(6474) North Lode(65) North Star(62)
Onida(2950) Ontario(285) Opehongo(167)
Ore Bin(7001) Ore Bin Extension(7001)
Overman(162) Owl(6929) Paradise Lode(255)
Pelican(271) Phoenix(152) Pinnacle(7001)
Plymouth Rock #8,9,10,11,12(3680) Primrose(3897)
Profit(7001) Prince of India(3836)
Prod(7168) Pry(7168) Pythagoras(181)
Queen of the West(3899) Ranger(236) Rattler(297)
Raviene(4391) Red Boy(91) Red McGlynn(3261)
Red Rose (91) Red Rapparee(250) Rising Sun(7011)
Rover(223) Ruby(224) Ryan(3060-A)
Ruby #55,56,57,58,59(6666) Santa Monica(3861)
Santaquin #2(242) Saratoga(3013) Shelby(3983)
Showers(48 Sideview(2946) Silver Bar #1(6085)
Silver Bar #2(6085) Silver Chain(5880 Silver Gem(128)
Silver Glance(288) Silver Hill(4118) Silver King(3928)
Silver Hill #2,3,4(4118) Silver Spar(290) Silver Spar Mine(47)
Silver Spar Lode(102) Silver Star(290) Silveroplois(135)
Six Chjooter(252) Snowbird(4523) Snow Bird (3037)
Snowflake(201) Snowflake(3874) Solid Multoon(283-A)
Solomon Treasure(151-A) South Alta(3228) South Star(3010)
South Eureka #1,2(4563) South Ext. Houghton(3735)
Sourth Ext. Eclipse(245) South Swansea(337)
South Mammoth(63) St. George(289) Space (3234)
S'ly Ext Joe Bowers(60) St. Louis(4641) St. Louis #1,2(4641)
Steele(6749) Steele #2(6843) Sullivan(3150)
Summit(134) Sunday(3858) Sunset(3371)
Summit Joe Bowers(229) Sunset(5695) Sunset #1(5439)
Sunset #4(7011) Sunshine(3900) Sunshine #2(3901)
Swan(270) Tesora(166) Thomas(7011)
Tiger(3435) Tilt(7001) Tintic Copper(7001)
Tintic Copper #1,2,3,4,5,6(7001) Topic #2(7011)
Trail(121) Trip(289) Tunnel(6084)
Turk #2(5932) Union(300) Valejo(116)
Venus(4392) Venus(4198) Victoria(217)
Victoria #2(4218) Victory(238) Violet(3869)
Vulcan(4169) Walker(191) Wedgewood(230)
Volcanic Ridge(7001) West Bullion(90) West Clift(6474)
Vulcan Fraction(6536) West Mammoth(318) West Mannoth(319)
West Mammoth(173) West Mammoth S'ly Ext(348)
West Side Contact(7011) West Star(233) West Swansea(337)
<PAGE> 17
Attached to and made a part of the foregoing quit claim deed
by and between GRAND CENTRAL SILVER MINES, (formerly CENTURION
MINES CORPORATION), CENTURION EXPLORATION, INC., as GRANTORS, and
KEYSTONE SURVEYS, INC., as GRANTEE.
Whittaker(5650) Young Mammoth (94) W.W.C.(163-A)
99(3902)
JUAB AND UTAH COUNTIES:
Brownie(4053) Buddy(6883) California(342)
Carisa(56) Cordelia Orton(4479)Divide(313)
Divide Fraction(6150) Enterprise(326) Flagstaff(324)
Jim Fisk Lode(4478) Lakeview(3364) Lakeview(3450)
Lakeview Gold & Silver (342) Leonora(3370)
Last Chance (336) Last Chance(4140) Lillian(263)
Nevada(342) Provo(3256) Perfecto(3121)
Pheve Shuler(3368) Northern Spy(129) Sunset(4140)
Ranger Consolidated(336) Tip Top(4395) Victor(4480)
Wolf(244)
UTAH COUNTY:
Township 10 South, Range 2 West, Sections 6, 20, 29
Township 9 South, Range 3 West, Section 24, 25
Admiral Farragut(6889) Admiral Farragut Fraction(6889)
Argos #2(6881) Belcher(6724) Blue Bird(6889)
Belcher Fraction(6889) Brighton(6889) Camp(6888)
Camp Bird(6724) Camp Fraction(6888) Contact(6888)
Cooper Glance(6773) Copper Glance #2(6773) East
End(6851)Contact Fraction(6888)
Crown Point(6464) Found(6888)
East End #1,2,3,4,5,6,7,8,9,10,11,12,13,14,15(6854)
Eureka King(6874) Eureka King #4,5,6,7,8(6874)
Franklin Mill Site(246-B) G.N.C.(6597)
Golden Gate(6773) Golden Hill #2(6874) Hartford(6888)
Golden Treasure(6773) Grand Prize(6724) Hill(6889)
Grand Prize Fraction(6889) Hove(6889)
Grecian Gold(6874) Hill Fraction(6889) Jim(6724)
Iron King #1,2,3,4,5,6(6773) Jupiter(320)
Iron Sides(6889) Jumbo #1,2(6773) Katie(6723)
K.V. Fraction(6723) Lake View(6889) Lark(6723)
Lake View Fraction(6889) Leonora(3370) Lily(6773)
Lookout(6888) Lookout Fraction(6888) Lost(6888)
Lynx(6889) Lynx Fraction(6889) Minerva(6597)
Minnie(6724) Mohawk(6597) Red Hill(6889)
Mountain Boy(6888) Mountain Boy Fraction(6888)
Mountain Boy Ext(6888) Mountain Boy Ext Fraction(6888)
North Half Grand Prize(6889) Sammon(6464)
Porphyrites(6773) Porphyrites #2,3(6773) Sinn Fein(6724)
<PAGE> 18
Attached to and made a part of the foregoing quit claim deed
by and between GRAND CENTRAL SILVER MINES, (formerly CENTURION
MINES CORPORATION), CENTURION EXPLORATION, INC., as GRANTORS, and
KEYSTONE SURVEYS, INC., as GRANTEE.
UTAH COUNTY:
Township 10 South, Range 2 West, Sections 6, 20, 29
Township 9 South, Range 3 West, Section 24, 25
Promised Land(6597) Quicksilver(6881) Stockton(3365)
Quicksilver #2(6881) Quicksilver Fraction(6881)
Red Hill Ext(6889) Red Hill Fraction(6889) Summit(6889)
Silver Bell(6567) Silver Flat(6597) Tip Top(6888)
Silver Flat #1(6597) Stockton #2(3366) Tuff Nut(6888)
Stockton #3(3367) Utah #1,2,3(6773) Valley(6723)
Valley Fraction(6889) Venus(6874)
Venus Fraction(6881) Wild Bill(6889)
<PAGE> 19
EXHIBIT 10.2
AGREEMENT AND RELEASE
This Agreement and Release is entered into and made
effective this 17th day of July, 1998 (the "Effective Date"), by
Grand Central Silver Mines, Inc., a Utah corporation ("GSLM"),
and Mammoth Mining Company, a Nevada corporation ("Mammoth").
In consideration of the mutual promises, covenants, releases
and agreements contained herein and in further consideration of
the Settlement Agreement and Release by and among GSLM, Spenst
Hansen and the Companies, GSLM and Mammoth agree as follows:
1. Release by GSLM. GSLM hereby releases and forever
discharges Mammoth, and where applicable, each of its parents,
subsidiaries, divisions, officers, directors, owners, associates,
predecessors, successors, heirs, assigns, agents, partners,
employees, insurers, representatives, lawyers, and all persons
acting by, through, under, or in concert with them, or any of
them ("the Mammoth Released Parties"), of and from any and all
manner of action or actions, cause or causes of action, in law or
in equity, and any suits, debts, liens, claims, demands, damages,
losses, costs or expenses, of any nature whatsoever, known or
unknown, fixed or contingent, that GSLM now has against the
Mammoth Released Parties as of the Effective Date of this
Release, by reason of any matter, cause or thing whatsoever.
2. No Assignment of GSLM's Claims. GSLM represents and
warrants that there has been no assignment or other transfer or
any interest in any claims which it may have against the Mammoth
Released Parties, and agree to indemnify and hold the Mammoth
Released Parties harmless from any liabilities, claims, demands,
damages, costs, expenses, and attorneys' fees incurred by any of
the Mammoth Released Parties, as a result of any person who
successfully asserts and establishes any such assignment or
transfer. This indemnity does not require payment as a condition
precedent to recovery by the Mammoth Released Parties against
GSLM.
4. Release by Mammoth. Mammoth hereby releases and
forever discharges GSLM, and where applicable, each of its
parents, subsidiaries, divisions, officers, directors, owners,
associates, predecessors, successors, heirs, assigns, agents,
partners, employees, insurers, representatives, lawyers, and all
persons acting by, through, under, or in concert with them, or
any of them ("the GSLM Released Parties"), of and from any and
all manner of action or actions, cause or causes of action, in
law or in equity, and any suits, debts, liens, claims, demands,
damages, losses, costs or expenses, of any nature whatsoever,
known or unknown, fixed or contingent, that Mammoth now has
against the GSLM Released Parties as of the Effective Date of
this Release, by reason of any matter, cause or thing whatsoever.
<PAGE> 20
5. No Assignment of Mammoth's Claims. Mammoth represents
and warrants that there has been no assignment or other transfer
or any interest in any claims which it may have against the GSLM
Released Parties, and agree to indemnify and hold the GSLM
Released Parties harmless from any liabilities, claims, demands,
damages, costs, expenses, and attorneys' fees incurred by any of
the GSLM Released Parties, as a result of any person who
successfully asserts and establishes any such assignment or
transfer. This indemnity does not require payment as a condition
precedent to recovery by the GSLM Released Parties against
Mammoth.
6. Severability. In the event that any provision in or
obligation under this Release shall be invalid, illegal, or
unenforceable in any jurisdiction against GSLM and/or Mammoth,
the validity, legality, or enforceability of other provisions in
or obligations under this Agreement shall not in any way be
affected or impaired thereby.
7. Successors and Assigns. This Agreement shall be
binding on, and shall inure to the benefit of, the parties hereto
and their respective successors and assigns.
8. Enforcement of Agreement. If any party to this
Agreement brings an action or proceeding to enforce its rights
hereunder, the prevailing party shall be entitled to recover its
costs and expenses, including court costs and attorneys' fees, if
any, incurred in connection with such action or proceeding.
9. Construction of Agreement. This Agreement shall be
construed as a whole in accordance with its fair meaning and in
accordance with the laws of the State of Utah. The terms of this
Agreement have been negotiated by the parties, and the language
of the Agreement shall not be construed in favor of or against
any particular party. The headings used herein are for reference
only and shall not affect the construction of this Agreement.
10. Entire Agreement. This Agreement and any exhibits
attached hereto represent the sole and entire agreement between
the parties and supersede all prior agreements, negotiations, and
discussions between the parties hereto and/or their respective
counsel with respect to the subject matter covered hereby.
11. Agreement May Be Executed In Counterparts. This
Agreement may be executed in counterparts, which together shall
constitute a fully executed original.
<PAGE> 21
12. Amendment to Agreement. Any amendment to this
Agreement must be in a writing signed by duly authorized
representatives of the parties hereto and stating the intent of
the parties to amend this Agreement.
Dated: July 17, 1998
Grand Central Silver Mines, Inc.
By: /s/ John P. Ryan
Its: President
Dated: July 17, 1998
Mammoth Mining Company
By: /s/ John P. Ryan
Its: President
