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
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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
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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.
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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
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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.
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(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
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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
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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
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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"
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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
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"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.
Gas # 25A Book 390 Page 084 NMC 671367
Gas # 26 Book 287 Page 242 NMC 403033
Gas # 27 Book 287 Page 243 NMC 403034
Gas # 28 Book 287 Page 244 NMC 403035
Gas # 29 Book 287 Page 245 NMC 403036
Gas # 30 Book 287 Page 246 NMC 403037
Gas # 41A Book 390 Page 085 NMC 671368
Gas # 42 Book 287 Page 258 NMC 403049
Gas # 43 Book 287 Page 259 NMC 403050
Gas # 44 Book 287 Page 260 NMC 403051
Gas # 55A Book 390 Page 086 NMC 671369
Gas # 56 Book 287 Page 272 NMC 403063
Gas # 57 Book 287 Page 273 NMC 403064
Gas # 58 Book 287 Page 274 NMC 403065
Gas # 69A Book 390 Page 087 NMC 671370
Gas # 70 Book 287 Page 286 NMC 403077
Gas # 72A Book 390 Page 088 NMC 671371
Gas # 74A Book 390 Page 089 NMC 671372
Gas # 77A Book 390 Page 090 NMC 671373
Gas # 79A Book 390 Page 091 NMC 671374
Gas # 81A Book 390 Page 092 NMC 671375
Gas # 82 Book 287 Page 298 NMC 403089
Gas # 83 Book 287 Page 299 NMC 403090
Gas # 84 Book 287 Page 300 NMC 403091
Gas # 85 Book 287 Page 301 NMC 403092
Gas # 86 Book 287 Page 302 NMC 403093
Gas # 87 Book 287 Page 303 NMC 403094
Gas # 88 Book 287 Page 304 NMC 403095
Gas # 89 Book 287 Page 305 NMC 403096
Gas # 90 Book 287 Page 306 NMC 403097
Gas # 91 Book 287 Page 307 NMC 403098
Gas # 92 Book 287 Page 308 NMC 403099
Gas # 93 Book 287 Page 309 NMC 403100
Gas # 94 Book 287 Page 310 NMC 403101
Gas # 95 Book 287 Page 311 NMC 403102
Gas # 96 Book 287 Page 312 NMC 403103
Gas # 97 Book 287 Page 313 NMC 403104
Gas # 98 Book 287 Page 314 NMC 403105
Gas # 99 Book 287 Page 315 NMC 403106
Gas #100 Book 287 Page 316 NMC 403107
Gas #101 Book 287 Page 317 NMC 403108
Gas #102 Book 289 Page 297 NMC 410529
Gas #103 Book 289 Page 298 NMC 410530
Gas #104 Book 289 Page 299 NMC 410531
Gas #105 Book 289 Page 300 NMC 410532
Gas #106 Book 289 Page 301 NMC 410533
Gas #107 Book 289 Page 302 NMC 410534
Gas #108 Book 289 Page 303 NMC 410535
Gas #109 Book 289 Page 304 NMC 410536
Gas #110 Book 289 Page 305 NMC 410537
Gas #111 Book 289 Page 306 NMC 410538
Gas #112 Book 289 Page 307 NMC 410539
Gas #113A Book 390 Page 093 NMC 671376
Gas #114 Book 289 Page 309 NMC 410541
Gas #115 Book 289 Page 310 NMC 410542
Gas #116 Book 289 Page 311 NMC 410543
Gas #117 Book 289 Page 312 NMC 410544
Gas #118 Book 289 Page 313 NMC 410545
Gas #119 Book 289 Page 314 NMC 410546
Gas #120 Book 289 Page 315 NMC 410547
Gas #121 Book 289 Page 316 NMC 410548
Gas #122 Book 289 Page 317 NMC 410549
Gas #123 Book 289 Page 318 NMC 410550
Gas #124 Book 289 Page 319 NMC 410551
Gas #125 Book 289 Page 320 NMC 410552
Gas #126 Book 289 Page 321 NMC 410553
Gas #127 Book 289 Page 322 NMC 410554
Gas #128 Book 289 Page 323 NMC 410555
Gas #129 Book 289 Page 324 NMC 410556
Gas #130 Book 289 Page 325 NMC 410557
Gas #131 Book 297 Page 002 NMC 429207
Gas #132 Book 297 Page 003 NMC 429208
Gas #133 Book 297 Page 004 NMC 429209
Gas #134 Book 297 Page 005 NMC 429210
Gas #135 Book 297 Page 006 NMC 429211
Gas #136 Book 297 Page 007 NMC 429212
Gas #137 Book 297 Page 008 NMC 429213
Gas #138 Book 297 Page 009 NMC 429214
Gas #139 Book 297 Page 010 NMC 429215
Gas #140 Book 297 Page 011 NMC 429216
Gas #141 Book 297 Page 012 NMC 429217
Gas #142 Book 297 Page 013 NMC 429218
Gas #143 Book 297 Page 014 NMC 429219
Gas #144 Book 297 Page 015 NMC 429220
Gas #145 Book 297 Page 016 NMC 429221
Gas #146 Book 297 Page 017 NMC 429222
Gas #147 Book 297 Page 018 NMC 429223
Gas #148 Book 297 Page 019 NMC 429224
Gas #149 Book 297 Page 020 NMC 429225
Gas #150 Book 297 Page 021 NMC 429226
Gas #151 Book 297 Page 022 NMC 429227
Gas #152 Book 297 Page 023 NMC 429228
Gas #153 Book 297 Page 024 NMC 429229
Gas #154 Book 297 Page 025 NMC 429230
Gas #155 Book 297 Page 026 NMC 429231
Gas #156 Book 297 Page 027 NMC 429232
Gas #157 Book 297 Page 028 NMC 429233
Gas #158 Book 297 Page 029 NMC 429234
Gas #159 Book 297 Page 030 NMC 429235
Gas #160 Book 297 Page 031 NMC 429236
Gas #161 Book 297 Page 032 NMC 429237
Gas #162 Book 297 Page 033 NMC 429238
Gas #163 Book 297 Page 034 NMC 429239
Gas #164 Book 297 Page 035 NMC 429240
Gas #165 Book 297 Page 036 NMC 429241
Gas #166 Book 297 Page 037 NMC 429242
Gas #167 Book 297 Page 038 NMC 429243
Gas #168 Book 297 Page 039 NMC 429244
Gas #169 Book 297 Page 040 NMC 429245
Gas #170 Book 297 Page 041 NMC 429246
Gas #171 Book 297 Page 042 NMC 429247
Gas #172 Book 297 Page 043 NMC 429248
Gas #173 Book 297 Page 044 NMC 429249
Gas #174 Book 297 Page 045 NMC 429250
Gas #175 Book 297 Page 046 NMC 429251
Gas #176 Book 297 Page 047 NMC 429252
Gas #177 Book 297 Page 048 NMC 429253
Gas #178 Book 297 Page 049 NMC 429254
Gas #179 Book 297 Page 050 NMC 429255
Gas #180 Book 297 Page 051 NMC 429256
Gas #181 Book 297 Page 052 NMC 429257
Gas #182 Book 297 Page 053 NMC 429258
Gas #183 Book 297 Page 054 NMC 429259
Gas #184 Book 297 Page 055 NMC 429260
Gas #185 Book 297 Page 056 NMC 429261
Gas #186 Book 297 Page 057 NMC 429262
Gas #187 Book 297 Page 058 NMC 429263
Gas #188 Book 297 Page 059 NMC 429264
Gas #189 Book 297 Page 060 NMC 429265
Gas #190 Book 297 Page 061 NMC 429266
Gas #191 Book 297 Page 062 NMC 429267
Gas #192 Book 297 Page 063 NMC 429268
Gas #193 Book 297 Page 064 NMC 429269
Gas #194 Book 297 Page 065 NMC 429270
Gas #195 Book 297 Page 066 NMC 429271
Gas #196 Book 297 Page 067 NMC 429272
Gas #197 Book 297 Page 068 NMC 429273
Gas #198 Book 297 Page 069 NMC 429274
Gas #199 Book 297 Page 070 NMC 429275
Gas #200 Book 297 Page 071 NMC 429276
Gas #201 Book 297 Page 072 NMC 429277
Gas #202 Book 297 Page 073 NMC 429278
Gas #203 Book 297 Page 074 NMC 429279
Gas #204 Book 297 Page 075 NMC 429280
Gas #205 Book 297 Page 076 NMC 429281
Gas #206 Book 297 Page 077 NMC 429282
Gas #207 Book 297 Page 078 NMC 429283
Gas #208 Book 297 Page 079 NMC 429284
Gas #209 Book 297 Page 080 NMC 429285
Gas #210 Book 297 Page 081 NMC 429286
Gas #211 Book 297 Page 082 NMC 429287
Gas #212 Book 309 Page 230 NMC 471254
Gas #213 Book 309 Page 231 NMC 471255
Gas #214 Book 309 Page 232 NMC 471256
Gas #215 Book 309 Page 233 NMC 471257
Gas #216 Book 309 Page 234 NMC 471258
Gas #217 Book 309 Page 235 NMC 471259
Gas #218 Book 309 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.
