1.1

Definitions.  As used in this Contribution Agreement, the following terms shall have the meanings set forth below.  Capitalized terms used but not defined in this Contribution Agreement shall have the meanings ascribed to them in the Company Agreement:

2.1

HLM Membership Interest.  Upon making the HLM Contribution in full in accordance with the terms hereof, HLM shall become fully vested in a forty percent (40%) Membership Interest in the Company (the “HLM Membership Interest”), subject to the terms of this Contribution Agreement.

2.2

GRC Membership Interest.  GRC shall hold a sixty percent (60%) Membership Interest in the Company (the “GRC Membership Interest”).  Other than the GRC Contribution, GRC shall not be required to make any further Capital Contributions until HLM has made the HLM Contribution in full.

3.1

HLM Contribution.  HLM shall contribute the HLM Contribution to the Company, payable in installments in accordance with the Expenditure Request procedure set forth in Section 3.2.  The HLM Contribution shall constitute the Funding Amount.

3.2

Expenditure Request Procedure.  The funding of the HLM Contribution for Exploration activities shall be governed by the following procedure:

(a)

Initial Expenditure Request.  Simultaneous with the execution of this Contribution Agreement, GRC shall provide to HLM an Expenditure Request consisting of an itemized statement of Company operating expenses under the Exploration Budget for the next sixty (60)-day period. Any such Expenditure Request may also include the entire amount of payments or other expenses to be made under any contract to be entered into by GRC as Operator on behalf of the Company for the conduct of any Exploration activities outlined in the Exploration Budget, for the duration of any such contract.

(b)

Funding Obligation.  Within fifteen (15) days after receipt of each Expenditure Request, HLM shall provide the funding amount specified therein to the Company via wire transfer of immediately available funds to a Company account designated by GRC in writing.

(c)

Expenditure Periods.  The initial sixty (60)-day Expenditure Period shall commence on the Effective Date.  Thereafter, GRC shall provide a new Expenditure Request to HLM no later than thirty (30) days prior to the expiration

(d)

Continuation of Funding.  HLM shall continue to fund Expenditure Requests on the foregoing basis for Exploration activities until HLM has made the full HLM Contribution.

(e)

Timing of Expenditures.  HLM acknowledges and agrees that, pursuant to the Exploration Budget, the HLM Contribution could be required to be made in full as soon as two years after the Effective Date.

3.3

Election Not to Proceed.  If at any time prior to completion of the HLM Contribution, HLM elects not to continue to fund the HLM Contribution (which it may elect to do at any time by providing at least sixty (60) days’ prior written notice to GRC):

(a)

HLM shall surrender and forfeit its entire forty percent (40%) Membership Interest in the Company, effective upon the effective date of such notice of its election not to proceed;

(b)

If GRC effectuates a Monetization Event within two (2) years following the date of HLM’s surrender of its Membership Interest, HLM shall be entitled to reimbursement of the aggregate amount of the HLM Contribution actually funded by HLM from the gross proceeds of such Monetization Event, payable prior to any distributions to GRC;

(c)

For the avoidance of doubt, HLM’s reimbursement right under Section 3.3(b) shall: (i) be limited to the amount of the HLM Contribution actually funded by HLM, without interest; (ii) be payable solely from the proceeds of such Monetization Event; and (iii) be senior in priority to any distributions to GRC but subordinate to any bona fide third-party indebtedness of the Company;

(d)

If no Monetization Event occurs within such two (2)-year period, HLM’s reimbursement right under Section 3.3(b) shall expire and terminate without further action by any Party; and

(e)

Upon the surrender or expiration described in Section 3.3(a), HLM shall execute and deliver such documents and instruments as GRC or the Company may reasonably request to effectuate the transfer and relinquishment of HLM’s Membership Interest.

3.4

Maximum HLM Exploration Funding.  The aggregate amount of the HLM Contribution committed to Exploration activities under this Contribution Agreement shall not exceed Forty Million Dollars ($40,000,000).

4.1

GRC Contribution.  The GRC Contribution shall consist of in-kind assets and services consisting of all right, title, and interest of GRC in and to any real property interests, mineral rights, water rights, Permits, geological data, samples, studies, analysis, projections, and other evaluation materials of any kind obtained or generated by GRC with regard to the Subject Property, which the Parties have agreed are collectively valued at Sixty Million Dollars ($60,000,000).

4.2

Timing of Contribution.  GRC shall contribute the GRC Contribution to the Company effective as of the Effective Date, and in connection therewith shall convey the Subject Property to the Company by quitclaim deed as soon as reasonably practicable after the Effective Date. The Parties further agree that notwithstanding any of the provisions of this Agreement to the contrary, the existing Notice of Intent in GRC’s name filed with the Bureau of Land Management may remain in the name of GRC.

4.3

Exploration Budget.  GRC has previously provided the Exploration Budget to the Company, which Exploration Budget has been approved by the Company and the Members.  The Exploration Budget shall govern the allocation and expenditure of funds for Exploration activities.  Any material modification to the Exploration Budget shall require Supermajority approval of the Board.

4.4

No Additional Capital Contributions by GRC.  Notwithstanding anything to the contrary in the Company Agreement, GRC shall not be required to make any additional Capital Contributions to the Company until HLM has made the HLM Contribution in full, in accordance with the terms of this Contribution Agreement.

5.1

Funding Default – Prior to Full Vesting.  If HLM fails to timely fund any Expenditure Request prior to having made the HLM Contribution in full, GRC shall deliver written notice of such failure to HLM.  If HLM does not cure such failure within fifteen (15) days after receipt of such written notice (a “Funding Default”), HLM shall be automatically and irrevocably deemed to have relinquished its entire Membership Interest in the Company, without any further action or notice required by any Party.  Upon the occurrence of a Funding Default:

(a)

HLM shall have no further rights, obligations, or claims with respect to the Company or its assets;

(b)

HLM shall not be entitled to any reimbursement, refund, or return of any amounts previously contributed to the Company;

(c)

HLM’s Membership Interest shall be automatically reallocated to GRC; and

(d)

HLM shall execute and deliver such documents and instruments as GRC or the Company may reasonably request to effectuate the forfeiture and relinquishment of HLM’s Membership Interest.  If HLM fails to execute and deliver such documents, GRC shall have the right to specific performance, as well as all other legal and equitable remedies available to it in connection with such failure.

6.1

Mutual Representations and Warranties.  Each Party hereby represents and warrants to the other parties as of the Effective Date as follows:

(a)

Organization and Standing.  Such Party is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority to own its properties and conduct its business as presently conducted.

(b)

Authority.  Such Party has the full right, power, and authority to enter into and perform its obligations under this Contribution Agreement, and the execution, delivery, and performance of this Contribution Agreement have been duly authorized by all necessary corporate, limited liability company, or other organizational action on the part of such Party.

(c)

Binding Obligation.  This Contribution Agreement constitutes the legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity.

(d)

No Conflicts.  The execution, delivery, and performance of this Contribution Agreement do not and will not: (i) violate, conflict with, or result in a breach of any provision of such Party’s organizational documents; (ii) violate or conflict with any law, regulation, order, judgment, or decree applicable to such Party; or (iii) result in a breach of, or constitute a default under, any material contract or agreement to which such Party is a Party or by which it is bound.

(e)

Prohibited Person.  It is not on the Specially Designated National & Blocked Persons list of the Office of Foreign Assets Control of the United States Treasury Department and is not otherwise blocked or banned by any foreign assets office rule or any similar law, including the USA Patriot Act or Executive Order 13224.

(f)

Securities Laws.  In acquiring its Membership Interest in the Company, (i) it is acquiring its Membership Interest for its own account for investment and not with a view to its sale or distribution, (ii) it recognizes that investments such as those provided by the Company Agreement are speculative and involve substantial risk, and (iii) it acknowledges that the other parties have not made any guaranty or representation upon which it has relied concerning the possibility or probability of profit or loss as a result of its acquisition of its Membership Interest.

6.2

Additional Representations of HLM.  HLM further represents and warrants that it has, or will have at the time each Expenditure Request is due, sufficient funds available to satisfy its funding obligations under this Contribution Agreement.

6.3

Additional Representations of GRC.  GRC further represents and warrants that: (a) the Exploration Budget has been prepared in good faith based on reasonable assumptions; (b) GRC has, or will have at the time of contribution, good and marketable title to the Patented Claims, the Fee Lands and the other assets comprising the GRC Contribution (other than the Unpatented Claims), free and clear of all liens, encumbrances, and claims, except for Permitted Encumbrances; and (c) with respect to the Unpatented Claims, subject to the paramount title of the United States of America, it owns the full and undivided possessory interest in and to the Unpatented Claims free and clear of all liens, encumbrances and other burdens on production arising by, through or under GRC; that to its knowledge all of the Unpatented Claims were properly located on public domain land open to mineral entry in compliance with all applicable state and federal laws and regulations; and that for each of the Unpatented Claims all claim maintenance fees required to maintain the Claims through the assessment year ending September 1, 2026, and all recordings and filings required in connection therewith, and all payments required in connection with such recordings and filings, have been timely and properly made with the appropriate governmental authority. Nothing in this Section 6.3, however, shall be deemed to be a representation or a warranty as to the presence or absence of unpatented mining claims or millsites owned by third parties in conflict with the Unpatented Claims, that the Unpatented  Claims constitute a compact group of contiguous claims free of interior gaps or fractions, or that any of the Unpatented Claims contains a discovery of valuable minerals.  In addition, GRC does not make any representation or warranty as to whether or not it has established or maintained pedis possessio rights with respect to any of the Unpatented Claims, what rights it has to use the surface of any of the Unpatented Claims for any purpose ancillary to mining, or otherwise as to the validity of any of the Unpatented Claims or the use of the same.

6.4

No Other Representations and Warranties.  The express representations and warranties of GRC contained in this Agreement are exclusive and in lieu of all other representations and warranties of GRC, express, implied, statutory or otherwise.  GRC expressly disclaims any other representations and warranties, including any representations or warranties relating to title to the Subject Property or the other assets it is contributing to the Company (collectively, the “Contributed Assets”), the condition, quantity, quality, conformity to models or samples, fitness for a particular purpose, merchantability or non-infringement of the Contributed Assets, the accuracy or completeness of any data, reports, records, projections, information or materials furnished or made available to HLM or the Company pertaining to the Contributed Assets, pricing assumptions, or the presence, quality or quantity of mineralization or mineral resources or reserves (if any), attributable to the Contributed Assets or the potential of the Contributed Assets, the environmental condition of the Contributed Assets, both surface and subsurface, or any other matters contained in any materials furnished or made available to HLM or any of its officers, agents or representatives.

7.1

Books and Records.  GRC, as Operator, shall maintain for the Company accurate books and records of all Exploration and Development activities and expenditures.  Each Member shall have the right to inspect and audit such books and records at reasonable times upon reasonable prior written notice.

7.2

Reporting.  GRC shall provide HLM with periodic reports within ten (10) days after the end of each Expenditure Period summarizing: (a) the status of Exploration activities; (b) expenditures under the Exploration Budget; (c) the results of any Exploration activities conducted during the reporting period; and (d) such other information as HLM may reasonably request.

7.3

Exploration Budget Compliance.  GRC shall use commercially reasonable efforts to cause the Company to operate within the Exploration Budget.  In the event that any Expenditure Request exceeds the allocable portion of the Exploration Budget for the applicable Expenditure Period by more than ten percent (10%), GRC shall provide a written explanation to HLM of the reasons for such variance.

7.4

Good Faith and Fair Dealing.  Each Member shall act in good faith and in a commercially reasonable manner in the performance of its obligations under this Contribution Agreement and in the exercise of its rights hereunder.

7.5

Compliance with Laws.  Each Party shall comply in all material respects with all applicable laws, regulations, orders, Permits in connection with its performance of this Contribution Agreement and the activities of the Company.

8.1

Confidential Information.

(a)

Each Party agrees to maintain in strict confidence all non-public information received from or on behalf of any other Party in connection with this Contribution Agreement or the activities of the Company, including this Contribution Agreement (collectively, “Confidential Information”), and shall not disclose such Confidential Information to any third party without the prior written consent of the disclosing Party, except: (a) to such Party’s Affiliates and its and their respective directors, officers, employees, advisors, investors and agents who have a need to know and are bound by obligations of confidentiality no less restrictive than those set forth herein; (b) as required by applicable law, regulation, stock exchange rule, or legal process; or (c) in connection with any legal proceeding relating to this Contribution Agreement or the Company Agreement.  The confidentiality obligations of this Article VIII are in addition to, and not in limitation of, the confidentiality obligations set forth in Section 15.1 of the Company Agreement.

(b)

Notwithstanding any of the provisions of Section 8.1(a) to the contrary, either Member may issue press releases pertaining to the Company or the results of Exploration activities on the Subject Property, so long as (i) the Member desiring to make the press release provides the proposed contents of that press release to the other Member at least three Business Days prior to making such release, and (ii) considers in good faith any comments the other Member may have on that press release.

(c)

Notwithstanding any of the provisions of Section 8.1(a) to the contrary, either member may file this Agreement with its securities filings to the extent required to do so by applicable laws or stock exchange rules.

8.2

Survival.  The obligations of this Article VIII shall survive the termination or expiration of this Contribution Agreement for a period of two years.

9.1

Indemnification by HLM.  HLM shall indemnify, defend, and hold harmless GRC, the Company, and each of their respective officers, directors, managers, members, employees, and agents from and against any and all losses, damages, claims, liabilities, costs, and expenses (including reasonable attorneys’ fees and expenses) arising out of or resulting from any breach by HLM of its representations, warranties, covenants, or obligations under this Contribution Agreement.

9.2

Indemnification by GRC.  GRC shall indemnify, defend, and hold harmless HLM and each of its officers, directors, managers, members, employees, and agents from and against any and all losses, damages, claims, liabilities, costs, and expenses (including reasonable attorneys’ fees and expenses) arising out of or resulting from any breach by GRC of its representations, warranties, covenants, or obligations under this Contribution Agreement.

9.3

Indemnification Procedures.  An indemnified Party shall promptly notify the indemnifying Party in writing of any claim or action for which indemnification is sought; provided, that any delay in such notice shall not relieve the indemnifying Party of its obligations hereunder except to the extent the indemnifying Party is materially prejudiced by such delay.  Upon receipt of notice of any such claim or action, the indemnifying Party shall be entitled to assume the defense thereof, in which event the indemnifying Party shall not be liable to the indemnified Party for legal or attorney fees thereafter incurred by such indemnified Party in defense of such action or claim; provided, that if the indemnified Party may have any unindemnified liability out of such claim, such Party shall have the right to approve the counsel selected by the indemnifying Party, which approval shall not be withheld unreasonably. If the indemnifying Party assumes the defense of any claim or lawsuit, all costs of defense of such claim or lawsuit shall thereafter be borne by the indemnifying Party and the indemnifying Party shall have the authority to compromise and settle such claim or lawsuit, or to appeal any adverse judgment or ruling with the cost of such appeal to be paid by the indemnifying Party; provided, however, if the indemnified Party may have any unindemnified liability arising out of such claim or lawsuit the

10.1

Term.  This Agreement shall remain in effect until the earlier of (i) HLM’s election not to proceed pursuant to Section 3.3, (ii) a Funding Default pursuant to Section 5.1, or (iii) completion of the HLM Contribution in full.

10.2

Notices.  All notices, demands, requests, consents, approvals, and other communications required or permitted under this Contribution Agreement shall be in writing and shall be deemed given upon: (a) personal delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier service; (c) three (3) business days after deposit in the United States mail, certified, return receipt requested, postage prepaid; or (d) upon transmission by email (with confirmation of receipt), in each case addressed to the parties at the addresses set forth on the signature pages hereto or to such other address as a Party may designate by written notice.

10.3

Governing Law and Waiver of Jury Trial.  This Contribution Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its principles of conflicts of law that would require application of the laws of another jurisdiction. THE PARTIES TO AND BOUND BY THIS AGREEMENT HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING, WHETHER NOW EXISTING OR ARISING IN THE FUTURE, ARISING UNDER OR RELATING TO THIS AGREEMENT OR THE CONTRIBUTION AGREEMENT OR OTHERWISE RELATING TO THE COMPANY OR OPERATIONS, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. EACH SUCH PARTY AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS SECTION 10.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT IRREVOCABLY TO WAIVE A TRIAL BY JURY.

10.4

Dispute Resolution.  Any dispute arising out of or relating to this Contribution Agreement shall be resolved in accordance with the dispute resolution provisions set forth in Article XIV of the Company Agreement, including the mediation and litigation procedures therein.

10.5

Entire Agreement.  This Contribution Agreement, together with the Company Agreement and any exhibits, schedules, or annexes hereto, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings, whether written, oral, or implied, relating to such subject matter.

10.6

Amendments.  This Contribution Agreement may not be amended, modified, or supplemented except by a written instrument executed by all parties hereto.

10.7

Waiver.  No waiver of any provision of this Contribution Agreement shall be effective unless set forth in a written instrument signed by the waiving Party.  No failure or delay by any Party in exercising any right or remedy shall constitute a waiver thereof, and no single or partial exercise of any right or remedy shall preclude any further exercise thereof.

10.8

Severability.  If any provision of this Contribution Agreement is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Contribution Agreement shall be reformed, construed, and enforced as if such invalid, illegal, or unenforceable provision had never been contained herein, so long as the economic and legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party.

10.9

Assignment.  No Party may assign its rights or obligations under this Contribution Agreement without the prior written consent of the other parties; provided, that either Member may assign its rights and obligations to a Permitted Transferee (as defined in the Company Agreement) without such consent, so long as: (a) the Permitted Transferee expressly assumes all obligations of the assigning Party hereunder; and (b) no such assignment shall relieve the assigning Party of its obligations hereunder. Notwithstanding the foregoing, however, GRC hereby agrees, that promptly (and in no event later than March 6, 2026) after it has conveyed the assets to the Company under Section 4.2, it shall assign and delegate to Fortitude Gold Corporation, a Colorado corporation of which GRC is a wholly-owned subsidiary, (a) all of its interest in this Agreement, and (b) its  Membership Interest and all of its other rights and obligations under the Company Agreement (provided that GRC shall remain the Operator under the Company Agreement), and HLM agrees that such conveyances by GRC shall not require HLM’s consent and shall relieve GRC of all further obligations and liabilities hereunder.

10.10

Successors and Assigns.  This Contribution Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

10.11

Counterparts.  This Contribution Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.  Delivery of an executed counterpart by electronic

10.12

Further Assurances.  Each Party shall execute and deliver such additional documents and instruments and take such further actions as may be reasonably necessary or appropriate to effectuate the purposes and intent of this Contribution Agreement.

10.13

Relationship of the Parties.  Nothing in this Contribution Agreement shall be construed to create a partnership, joint venture, or agency relationship between or among the parties, or create any fiduciary relationship between or among them, except as expressly provided in the Company Agreement with respect to the Members’ Membership Interests in the Company.

10.14

Third-Party Beneficiaries.  Except as expressly provided in Article IX with respect to indemnified parties, this Contribution Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns.  Nothing in this Contribution Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit, or remedy of any nature whatsoever under or by reason of this Contribution Agreement.

10.15

Expenses.  Except as otherwise expressly provided herein, each Party shall bear its own costs and expenses incurred in connection with the negotiation, preparation, execution, and performance of this Contribution Agreement.

10.16

Construction.  The headings in this Contribution Agreement are for convenience of reference only and shall not affect the interpretation of this Contribution Agreement.  The word “including” shall mean “including, without limitation.”  References to “days” shall mean calendar days unless otherwise specified.  References to sections, articles, exhibits, and schedules are to those of this Contribution Agreement unless otherwise indicated.

10.17

Conflict with Company Agreement.  In the event of any conflict between the terms of this Contribution Agreement and the Company Agreement, the terms of this Contribution Agreement shall control with respect to the subject matter hereof; provided, that nothing in this Contribution Agreement shall be deemed to amend the Company Agreement except to the extent expressly set forth herein.