CARSON CITY, Nev. — River Resources LLC today issued a clarification regarding its former agreement with North Bay Resources, Inc. concerning the proposed acquisition of the Mt. Vernon Gold Mine in Sierra County, California.
The transaction was not completed, ownership of Mt. Vernon was never transferred to North Bay Resources, and River Resources subsequently terminated the agreement following North Bay’s failure to finalize a proposed extension and satisfy the required $500,000 Down Payment.
Proposed Extension
River Resources and North Bay Resources entered into an agreement in July 2024 concerning North Bay’s proposed acquisition of the Mt. Vernon Gold Mine.
As the transaction progressed, North Bay requested an extension of certain contractual deadlines, including additional time before making the required $500,000 Down Payment. River Resources elected to work with North Bay toward a mutually acceptable extension rather than immediately enforce the existing payment schedule.
During those discussions, North Bay also sought to expand its activities at Mt. Vernon toward full mining operations prior to making the required $500,000 Down Payment.
Because River Resources remained the owner and operator of the property, River proposed a framework under which North Bay could undertake expanded operations during the extension period. Under River’s proposed terms, North Bay would first make the required extension payment and, during the period preceding the $500,000 Down Payment, maintain full insurance coverage, applicable MSHA coverage, and pay River an agreed royalty on all metals removed from the property.
River Resources considered this structure a commercially reasonable accommodation that would permit North Bay to advance operations while protecting the property and its owners during the period in which the acquisition remained incomplete.
North Bay did not accept the proposed terms, and the extension was never finalized.
Default of the Required $500,000 Down Payment
Because the parties did not reach agreement on the proposed extension, the existing contractual obligations remained in effect.
North Bay did not make the proposed extension payment and subsequently failed to make the required $500,000 Down Payment under the transaction agreement.
River Resources continued discussions with North Bay in an effort to resolve the outstanding issues, but the required $500,000 Down Payment was not made and the default was not cured.
Termination of the Agreement
On December 20, 2024, counsel for River Resources delivered a formal Notice of Termination to North Bay Resources pursuant to the default and termination provisions of the agreement.
The notice identified the outstanding payment defaults and stated that the applicable contractual cure period had expired without cure.
River Resources thereafter considered the agreement terminated.
North Bay subsequently disputed the termination through counsel. River Resources disagreed with North Bay’s position and, following consultation with its attorneys, elected not to engage in further correspondence.
River Resources is not aware of North Bay subsequently initiating litigation or filing a lis pendens against the Mt. Vernon property in connection with the terminated transaction.
Ownership of Mt. Vernon
At no time was ownership of the Mt. Vernon Gold Mine transferred to North Bay Resources.
River Resources retained ownership of the underlying mining claims throughout the transaction, and the proposed acquisition was never completed.
Accordingly, River Resources considers the North Bay matter a terminated former transaction that did not result in North Bay Resources acquiring ownership of, or continuing operating rights in, the Mt. Vernon Gold Mine.
River Resources continues to control the property and remains free to pursue development, financing, operating arrangements, or future transactions involving Mt. Vernon independently of the former North Bay agreement.
Purpose of This Clarification
River Resources is issuing this statement because historical references to the former North Bay transaction remain publicly available and may continue to appear in internet searches, corporate databases, automated due-diligence platforms, and artificial-intelligence research systems.
River Resources believes that parties evaluating Mt. Vernon should have a clear and current record that the proposed transaction was not completed, the required $500,000 Down Payment was not made, and ownership of the property remained with River Resources.
About River Resources LLC
River Resources LLC is the owner of the Mt. Vernon Gold Mine in Sierra County, California. The property consists of six unpatented placer mining claims within the historic Northern Sierra Nevada gold district.
Important Notice
This statement is intended to clarify River Resources LLC’s position concerning historical events and the status of the former North Bay Resources transaction. References to contractual provisions, proposed extension terms, correspondence, and legal notices are summaries and should be considered together with the underlying documents.