Purchase Agreement Between the Source Gold Corp., and Vulture Gold LLC dated August 7, 2010

 

A. LLC is the owner of the mineral rights to unpatented mineral claims located in Maricopa County, Arizona, known as the Vulture Mine.

 

B.Somerset Management Ltd. (“Somerset”) owns a Fifty Percent (50%) Membership Interest in the LLC and Aravis Investments Ltd. (“Aravis”) owns a Fifty Percent (50%) Membership Interest in the LLC

 

C.Each of Somerset and Aravis have executed an Assignment and Assumption of Membership Interest in favor of Source on the terms and conditions hereinafter set forth.

 

D.The Manager of the LLC has consented to the Assignment and Assumption of Membership Interest executed by each of Somerset and Aravis in favor of Source

a)  

“Agreement” means this agreement and any amendments thereto from time to time;

b)  

“Aravis” means Aravis Investments Ltd. a corporation incorporated under the laws of Nevis.

c)  

“Closing” means the closing of this Agreement, on or before 12:00 o’clock noon, EDT, on August 7, 2010. “LLC” means Vulture Gold Limited Liability Company, a limited liability company organized under the laws of Nevada.

d)  

“”Manager” means Cristian Omar Ramos Villegas, the Manager of the LLC.

e)  

“Property” means the unpatented mineral properties located in the County of Maricopa in the State of Arizona all as more particularly described in Appendix “A” hereto;

f)  

“Property Rights” means all applications for permits for general reconnaissance, permit for general reconnaissance, interim approvals, applications for contracts of work, contracts of work, licenses, permits, easements, rights-of-way, certificates and other approvals obtained by either of the parties either before or after the date of this Agreement and necessary for the exploration and development of the Property, or for the purpose of placing the Property into production or continuing production therefrom.

g)  

“Sommerset” means Somerset Management Ltd. a corporation incorporated under the laws of Nevis.

h)  

“Source” means Source Gold Corp.a corporation incorporated under the laws of Nevada

LLC represents and warrants to Source  that:

a)  

LLC is lawfully authorized to hold this interest in the Property and will remain so entitled until 100% of the Membership Interests of the LLC have been duly transferred to Source as contemplated by the terms hereof;

b)  

LLC is legally competent to execute this agreement and to take all actions required pursuant thereto and that upon the execution and delivery, this agreement, will constitute a legal, valid and binding contract of LLC enforceable  against the LLC in accordance with its terms;

c)  

as at the date hereof and at the time of transfer to Source of the Membership Interest in the LLC the Property is free and clear of all liens, charges, claims, royalties or net profit interests of whatsoever nature, and no taxes or rentals will be due in respect of any thereof;

d)  

Tha LLC has the right and capacity to deal with the Property and the right to enter into this Agreement as herein contemplated;

e)  

there is no adverse claim or challenge against or to LLC’s interest in the Property, nor to the knowledge of LLC is there any basis therefore, and there are no outstanding agreements or options to acquire or purchase such interest in the Property or any portion thereof other than this Agreement;

f)  

no person has any royalty, net profit interests or other interest whatsoever in the Property;

g)  

The Manager of the LLC is duly authorized to execute  this Agreement and for the performance of this Agreement by the LLC, and the consummation of the transactions herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of its articles or constating documents or any indenture, agreement or other instrument whatsoever to which the LLC is a party or by which he is bound or to which the LLC or the Property may be subject;

h)  

no proceedings are pending for, and it is unaware of any basis for the institution of any proceedings leading to, the placing of the LLC in bankruptcy or subject to any other laws governing the affairs of and insolvent person;

i)  

there are no claims, proceedings, actions or lawsuits in existence with respect to the right, title, estate and interest of the LLC in the Property;

j)  

to the best of the LLC’s information and belief, all laws, regulations and orders of all governmental agencies having jurisdiction over the Property have been complied with by the LLC;

k)  

to the best of his information and belief LLC is in good standing under all agreements and instruments affecting the Property to which it is a party or is bound.

a)  

it has been duly incorporated and validly exists as a corporation in good standing under the laws of its jurisdiction of incorporation;

b)  

it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated by it will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of the articles or the constating documents of it or any shareholders' or directors' resolution, indenture, agreement or other instrument whatsoever to which it is a party or by which they are bound or to which it or the Property may be subject; and,

c)  

no proceedings are pending for, and it is unaware of any basis for the institution of any proceedings leading to, the dissolution or winding up of Source or the placing of Source in bankruptcy or subject to any other laws governing the affairs of insolvent corporations.

4.1 

TheLLC hereby irrevocably grants to Source the sole and exclusive right to concurrently acquire;

 

a) a 50% Membership Interest in the LLC, free and clear of all charges, encumbrances and claims in consideration of the issuance in the name of Somerset Two Million (2,000,000) Common Shares of Source, and;

 

b) a 50% Membership Interest in the LLC, free and clear of all charges, encumbrances and claims in consideration of the issuance in the name of Aravis Two Million (2,000,000) Common Shares of Source

i.  

The Manager of the LLC shall convey to Source a One Hundred (100%) Percent Membership Interest in the LLC

ii.  

Source shall deliver to each of Somerset and Aravis a treasury order for for Two Million (2,000,000) Common Shares in the capital of Source

Gold Point Claims #1 - #22

AMC393439-AMC393460

Maricopa County, AZ

Gold Point Claims #27 - #29

AMC393465-AMC393467

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Red Rock

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