MINERAL CLAIM PURCHASE AND SALE AGREEMENT

 

(a)

“Agreement” means this agreement, including the recitals and the Schedules, all as amended, supplemented or restated from time to time.

 

(b)

“Approval Date” means the date that all of the conditions set out in section 6.4 are fulfilled or waived.

 

(c)

“Business Day” means a day other than a Saturday, Sunday or statutory holiday in Saskatchewan.

 

(d)

“Closing Date” means the third Business Day following the Approval Date.

 

(e)

“Dome Claim” means the mineral claim identified as Dome 12:73698 located in the Mt. Nanson area of the Whitehorse Mining District of the Yukon Territory

 

(f)

“Encumbrances” means security interests, liens, royalties, charges, mortgages, pledges and encumbrances of any nature or kind whatsoever, whether written or oral, or direct or indirect.

 

(g)

“Government or Regulatory Authority” means any federal, provincial, regional, municipal or other government, governmental department, regulatory authority, commission, board, bureau, agency or instrumentality and that have lawful authority to regulate or administer or govern an business or property or affairs of any person, and for the purposes of this Agreement also includes any corporation or other entity owned or controlled by any of the foregoing and any stock exchange on which shares of a party are listed for trading.

 

(h)

“Interest” means an undivided 65% interest of the Vendor in the Mineral Claims and the Option but does not include the NSR.

 

(i)

“Mineral Claims” means all of the claims described on Schedule “A” and, when the context so implies, the lands and premises subject thereto.

 

(j)

“Net Smelter Returns” or “NSR” has the meaning set out in Schedule “C” hereto.

 

(k)

“Option” has the meaning set out in Recital B.

 

(i)

easements, rights of way, servitudes or other similar rights in land including, without limiting the generality of the foregoing, rights of way and servitudes for railways, sewers, drains, gas and oil pipelines, gas and water mains, electrical light, power, telephone, telegraph or cable television conduits, poles, wires and cables;

 

(ii)

the right reserved to or vested in any government or other public authority by the terms of any or by any statutory provision, to terminate, revoke or forfeit any of the lease or mining claims or to require annual or other periodic payments as a condition of the continuance thereof;

 

(iii)

rights reserved to or vested in any municipality or governmental, statutory or public authority to control or regulate in any manner, and all applicable laws, rules and orders of any governmental authority; and

 

(iv)

the reservations, limitations, provisos and conditions in any original grants from the Crown or interests therein and statutory exceptions to title.

 

(o)

“Shares” means 60 million common shares in the capital of the Purchaser allotted and issued to the Vendor at a deemed price of US$0.00103.

 

(a)

it has a business address at the address set forth beside its name on the first page of this Agreement;

 

(b)

it is a corporation duly subsisting under the laws of Saskatchewan with the corporate power to own its assets and to carry on its business in Saskatchewan;

 

(c)

it has good and sufficient authority to enter into and deliver this Agreement and to transfer its legal and beneficial Interest in the Mineral Claims to the Purchaser, and to assign its Interest in the Option to the purchaser (subject to the consent of the optionor) in accordance with this Agreement;

 

(d)

there is no contract, option or any other right of another binding upon the Vendor to option, sell, transfer, assign, pledge, charge, mortgage, explore or in any other way option, dispose of or encumber all or part of the Mineral Claims or the Option or any portion thereof or interest therein;

 

(e)

the execution, delivery and performance of this Agreement by the Vendor, and the consummation of the transactions herein contemplated will not (i) violate or conflict with any term or provision of any of the articles, by-laws or other constating documents of the Vendor; (ii) violate or conflict with any term or provision of any order of any court, Government or Regulatory Authority or any law or regulation of any jurisdiction in which the Vendor’s business is carried on; or (iii) conflict with, accelerate the performance required by or result in the breach of any agreement to which it is a party or by which it is currently bound;

 

(f)

it is the beneficial owner of 100% of the right, title and interest in and to the Mineral Claims and the Option, free and clear of all Encumbrances except for the Permitted Encumbrances, and the Option remains in good standing and no default has occurred thereunder;

 

(g)

the Mineral Claims are properly and accurately described in Schedule A” hereto and are all in good standing under the laws of the jurisdiction in which the Mineral Claims are located up to and including at least the expiry dates set forth in Schedule “A”;

 

(h)

the terms of the Option are as attached in Schedule “B” hereto and the Option has not been exercised or amended, altered or varied in any way;

 

(i)

to the best of its knowledge, the Vendor is in compliance in all material respects with all Environmental Laws (as defined below) in regards to the Mineral Claims, and there are, to the best of its knowledge, no facts which could give rise to a notice of non-compliance with any Environmental Laws. The term “Environmental Laws” means all applicable laws, rules, regulations, orders, policies, guidelines, notices, approvals and permits relating to environmental or occupational health and safety matters, in effect as at the date hereof, including, without limitation,

 

those pertaining to reporting, licensing, permitting, investigation, remediation and clean-up in connection with any release or threat of release of a Contaminant or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling and the like of a Contaminant. The term “Contaminant” means any substance or material that is prohibited, controlled or regulated by any governmental authority, including without limitation, any contaminants, pollutants, petroleum, its derivatives, by-products or other hydrocarbons, dangerous substances or goods, asbestos, toxic or hazardous substances or materials, controlled products, wastes involving hazardous wastes and any other materials that are by their nature hazardous, either in fact or as defined in or pursuant to any Environmental Laws;

 

(j)

to the best of its knowledge, there are no existing claims, demands, damages, expenses, suits, proceedings, actions, negotiations, or causes of action of any nature whatsoever, whether threatened or pending, arising out of the presence on the Mineral Claims of any Contaminant, or out of any past or present activity conducted on any such property, involving any Contaminant or any violation of any Environmental Law;

 

(k)

it is not a non-resident for the purposes of Section 116 of the Income Tax Act (Canada);

 

(l)

it is in compliance with all applicable laws, statutes, bylaws, decrees, rulings, orders, judgments and regulations of each jurisdiction in which the Mineral Claims are located or in which it conducts its business;

 

(m)

it understands that the entire authorized capital stock of the Purchaser consists of 75,000,000 shares of common stock (“Common Stock”).  As of the date of this Agreement, there are 71,825,000 shares of the Purchaser’s Common Stock issued and outstanding and that, prior to issuance to the Vendor of the Shares component of the purchase price stated in this Agreement, the Purchaser will need to amend its Articles of Incorporation so as to increase its level of authorized shares to accommodate the issuance of the Shares component of the purchase price stated in this Agreement;

 

(n)

it acknowledges that the Shares issued pursuant to the terms and conditions set forth in this Agreement will have such hold periods as are required under applicable securities laws and as a result may not be sold, transferred or otherwise disposed of, except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in each case only in accordance with all applicable securities laws;

 

(o)

it herein authorizes the assignment by the Purchaser of the Interest in full to the Purchaser’s wholly owned Yukon incorporated subsidiary Nantawa Resources Inc., without further approval from the Vendor; and

 

 (p)

this Agreement has been duly authorized, executed and delivered by the Vendor and constitutes a valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought.

 

(a)

it has a business address at the address set forth beside its name on the first page of this Agreement;

 

(b)

it is a corporation duly incorporated, organized and subsisting under the laws of the state of Nevada with the corporate power to own its assets and to carry on its business in the state of Nevada;

 

(c)

it has all necessary power and authority to own or lease its assets and carry on its business as presently carried on, to carry out its obligations herein and to enter into this Agreement and any agreement or instrument referred to in or contemplated by this Agreement and to do all such acts and things as are required to be done, observed or performed by it, in accordance with the terms of this Agreement and any agreement or instrument referred to in or contemplated by this Agreement;

 

(d)

the execution, delivery and performance of this Agreement by the Purchaser, and the consummation of the transactions herein contemplated will not (i) violate or conflict with any term or provision of any of the articles, by-laws or other constating documents of the Purchaser; (ii) violate or conflict with any term or provision of any order of any court, Government or Regulatory Authority or any law or regulation of any jurisdiction in which the Purchaser’s business is carried on; or (iii) conflict with, accelerate the performance required by or result in the breach of any agreement to which it is a party or by which it is currently bound;

 

(e)

it is in compliance with all applicable laws, statutes, bylaws, decrees, rulings, orders, judgments and regulations of each jurisdiction in which it conducts its business;

 

(f)

this Agreement has been duly authorized, executed and delivered by the Purchaser and constitutes a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought;

 

(g)

the entire authorized capital stock of the Purchaser consists of 75,000,000 shares of common stock with a par value of US$0.001 (the “Purchaser’s Common Stock”).  As of the date of this Agreement, there are 71,825,000 shares of the Purchaser’s Common Stock issued and outstanding. All of the issued and outstanding shares of the Purchaser’s Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. There are no outstanding options, warrants, subscriptions, conversion rights, or other rights, agreements or commitments obligating the Purchaser to issue any additional shares of the Purchaser’s Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from the Purchaser any shares of the Purchaser’s Common Stock.  There are no agreements purporting to restrict the transfer of any of the issued and outstanding shares of the Purchaser, no voting agreements, shareholders’ agreements, voting trusts, or other arrangements restricting or affecting the voting of any of the shares of the Purchaser to which the Purchaser is a party or of which the Purchaser is aware.

 

(h)

the corporate records of the Purchaser, as required to be maintained by it pursuant to the laws of the State of Nevada, are accurate, complete and current in all material respects, and the minute books of the Purchaser is, in all material respects, correct and contain all material records required by the laws of the State of Nevada, in regards to all proceedings, consents, actions and meetings of the shareholders and the board of directors of the Purchaser.

 

(i)

the Shares will, upon issuance, have been duly and validly authorized and, when so issued in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable.

 

(j)

except as disclosed in the SEC Documents (hereinafter defined), to the best knowledge of the Purchaser, there is no basis for and there is no claim, charge, arbitration, grievance, action, suit, judgment, demand, investigation or proceeding by or before any court, arbiter, administrative agency or other governmental authority now outstanding or pending or, to the best knowledge the Purchaser threatened against or affecting the Purchaser which involves any of the business, or the properties or assets of the Purchaser that, if adversely resolved or determined, would have a material adverse effect on the Purchaser.  There is no reasonable basis for any claim or action that, based upon the likelihood of its being asserted and its success if asserted, would have a material adverse effect on the Purchaser.

 

(k)

to the best knowledge of the Purchaser:

 

(i)

The Purchaser is in compliance with, is not in default or violation in any material respect under, and has not been charged with or received any notice at any time of any material violation of any statute, law, ordinance,

 

regulation, rule, decree or other applicable regulation to the business or operations of the Purchaser.

 

(ii)

the Purchaser is not subject to any judgment, order or decree entered in any lawsuit or proceeding applicable to its business and operations that would have a material adverse effect on it.

 

(iii)

the Purchaser has duly filed all reports and returns required to be filed by it with governmental authorities and have obtained all governmental permits and other governmental consents, except as may be required after the execution of this Agreement.  All of such permits and consents are in full force and effect, and no proceedings for the suspension or cancellation of any of them, and no investigation relating to any of them, is pending or to the best knowledge of Purchaser, threatened, and none of them will be affected in a material adverse manner by the consummation of the Transaction.

 

(iv)

the Purchaser has operated in material compliance with all laws, rules, statutes, ordinances, orders and regulations applicable to its business.  The Purchaser has not received any notice of any violation thereof, nor is the Purchaser aware of any valid basis therefore.

 

(l)

no filing or registration with, no notice to and no permit, authorization, consent, or approval of any public or governmental body or authority or other person is necessary for the consummation by the Purchaser of the transaction contemplated herein to continue to conduct its business after the Closing Date in a manner which is consistent with that in which it is presently conducted.

 

(m)

the Purchaser has furnished or made available to the Vendor a true and complete copy of each report, schedule and registration statement filed by the Purchaser with the SEC (collectively, and as such documents have since the time of their filing been amended, the “SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, and the rules and regulations of the SEC thereunder applicable to such SEC Documents.  The SEC Documents constitute all of the documents and reports that the Purchaser was required to file with the SEC and the rules and regulations promulgated thereunder by the SEC.

 

(n)

the Purchaser is currently quoted on the OTC Bulletin Board and has not, in the 12 months preceding the date hereof, received any notice from the OTC Bulletin Board or the FINRA or any trading market on which the Purchaser’s common stock is or has been listed or quoted to the effect that the Purchaser is not in compliance with the quoting, listing or maintenance requirements of the OTC Bulletin Board or such other trading market. No securities commission or other regulatory authority has issued any order preventing or suspending the trading of the Purchaser’s securities or prohibiting the issuance of the Shares to be

 

delivered hereunder, and, to the Purchaser’s knowledge, no proceedings for such purpose are pending or threatened.

 

(o)

Neither the Purchaser nor any of its past or present officers or directors is the subject of any formal or informal inquiry or investigation by the SEC or FINRA.  The Purchaser currently does not have any outstanding comment letters or other correspondences from the SEC or FINRA.

 

(a)

the sum of $1,000,000.00 payable in two equal installments as follows

 

(i)

$500,000.00 payable on or before the last day of the sixth month following the Closing Date; and

 

(ii)

$500,000.00 payable on or before one year from the Closing Date; and

 

(b)

the balance by way of the allotment and issuance of the Shares to the Vendor.

 

(a)

a Promissory Note for payment of all of monies payable by the Purchaser pursuant to Section 3.2(a);

 

(b)

upon the Purchaser having sufficient authorized shares of common stock to make the issuance, a share certificate representing the Shares issuable pursuant to Section 3.2(b),  and if within 6 months of the Closing Date, the Purchaser is not able to issue the Shares to the Vendor, the Vendor shall be entitled to rescind this Agreement;

 

(c)

copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of the Purchaser evidencing approval of this Agreement and the transaction contemplated herein; and

 

(i)

each covenant and obligation of the Purchaser has been complied with; and

 

(a)

an executed transfer of the Mineral Claims into the name of the Purchaser registrable with the Saskatchewan Department of Energy and Mines, such that the Purchaser, upon the registration of the transfer, will become the sole recorded, legal and beneficial owner of the Interest in the Mineral Claims, subject to the Permitted Encumbrances and the NSR. Until such time as the transfer is registered, the Vendor will hold the Interest in the Mineral Claims and all benefits derived therefrom in trust for the Purchaser;

 

(b)

 

(c)

copies of all resolutions and/or consent actions adopted by or on behalf of the board of directors of the Vendor evidencing approval of this Agreement and the transaction contemplated herein;

 

(ii)

each representation, warranty and covenant of the Vendor is true and correct at the Closing as if made on and as of the Closing; and

 

(e)

the Certificate required by section 6.1(d).

 

(a)

The representations and warranties of the Vendor contained in this Agreement being true and correct on and as of the Closing Date with the same effect as though such representations and warranties had been made as of the Closing Date (unless otherwise agreed or consented to in writing by the Purchaser); and

 

(b)

All of the covenants and obligations of the Vendor to be performed or observed on or before the Closing Date pursuant to this Agreement having been duly performed or observed (unless otherwise agreed or consented to in writing by the Purchaser);

 

(c)

will have received evidence satisfactory to the Purchaser that the Shares issuable in the transaction will be issuable:

 

(i)

without registration pursuant to the Securities Act in reliance on a safe harbor from the registration requirements of the Securities Act; and

 

(ii)

in reliance upon an exemption from the prospectus and registration requirements of the Canadian securities laws.

 

(d)

In order to establish the availability of the safe harbor from the registration requirements of the Securities Act and the prospectus and registration requirements of the Canadian securities laws for the issuance of the Shares, the Vendor will deliver to the Purchaser on Closing and prior to the issuance of the Shares, a Regulation S Certificate, duly executed by the Vendor.

 

(i)

“Joint Exploration Committee” means the committee formed by the parties hereto to determine the nature and extent of the Mining Operations during the Option Period.

 

(j)

“Mining Operations” means every kind of work done on or in respect of the Mineral Claims and the Dome Claim or the minerals, derived from the Mineral Claims or the Dome Claim during the Option Period by or under the direction of the Optionee pursuant to Section 3.2 of this Agreement, including, without limiting the generality of the foregoing, the work of assessment, geophysical, geochemical and geological surveys, studies and mapping, investigating, drilling, designing, examining, equipping, improving, surveying, shaft-sinking, raising, cross-cutting and drifting, searching for, digging, trucking, sampling, working and procuring minerals, ores and metals, surveying and bringing any mining claims to lease or patent, reclaiming and all other work usually considered to be prospecting, exploration, development, mining and reclamation work; in paying wages and salaries of workers engaged in the work and in supplying food, lodging, transportation and other reasonable needs of the workers; in paying assessments or premiums for workers' compensation insurance, contributions for unemployment insurance or other pay allowances or benefits customarily paid in the district to those workers; in paying rentals, licence renewal fees, taxes and other governmental charges required to keep the Mineral Claims and the Dome Claim in good standing; in purchasing or renting plant, buildings, machinery, tools, appliances, equipment or supplies and in installing, erecting, detaching and removing them; mining, milling, concentrating rehabilitation, reclamation, and environmental protections and in the management of any work which may be done on the Mineral Claims or the Dome Claim or in any other respect necessary for the due carrying out of the prospecting, exploration and development work.

 

(k)

“NSR” has the meaning set out in the Purchase and Sale Agreement.

 

(l)

“Option” has the meaning set out in Section 3.1 of this Agreement.

 

(m)

“Optioned Interest” means the Vendor’s undivided 35% legal and beneficial interest in the Mineral Claims and the Dome Option, subject to the NSR and the Permitted Encumbrances.

 

(n)

“Option Period” means the period commencing on the Effective Date and ending on November 30, 2011 unless terminated earlier by the exercise of the Option by the Optionee or the lapse or termination of the Option.

 

(o)

“Permitted Encumbrances” means

 

(i)

easements, rights of way, servitudes or other similar rights in land including, without limiting the generality of the foregoing, rights of way and servitudes for railways, sewers, drains, gas and oil pipelines, gas and water mains, electrical light, power, telephone, telegraph or cable television conduits, poles, wires and cables;

 

(ii)

the right reserved to or vested in any government or other public authority by the terms of any or by any statutory provision, to terminate, revoke or forfeit any of the lease or mining claims or to require annual or other periodic payments as a condition of the continuance thereof;

 

(iii)

rights reserved to or vested in any municipality or governmental, statutory or public authority to control or regulate in any manner, and all applicable laws, rules and orders of any governmental authority; and

 

(iv)

the reservations, limitations, provisos and conditions in any original grants from the Crown or interests therein and statutory exceptions to title.

 

(p)

“Property” means the Mineral Claims and the Dome Option to purchase the Dome Claim.

 

(q)

“Purchase and Sale Agreement” has the meaning set out in the recitals section of this Agreement.

 

(r)

“Report” means the National Instrument 43-101 Report on the Mount Nansen Property and the Tawa Property prepared by Robert S. Middleton, P.Eng and dated September 21, 2009.

 

(a)

it has a business address at the address set forth beside its name on the first page of this Agreement;

 

(b)

it is a corporation duly subsisting under the laws of Saskatchewan with the corporate power to own its assets and to carry on its business in the jurisdiction in which the Property is located;

 

(c)

it has good and sufficient authority to enter into and deliver this Agreement and to transfer the legal and beneficial title in the Optioned Interest to the Optionee in accordance with this Agreement (subject to the consent of the optionor under the Dome of Option);

 

(d)

there is no contract, option or any other right of another binding upon the Optionor to option, sell, transfer, assign, pledge, charge, mortgage, explore or in any other way option, dispose of or encumber all or part of the Property or any portion thereof or interest therein other than pursuant to the provisions of the Purchase and Sale Agreement and this Agreement;

 

(e)

the execution, delivery and performance of this Agreement by the Optionor, and the consummation of the transactions herein contemplated will not (i) violate or conflict with any term or provision of any of the articles, by-laws or other constating documents of the Optionor; (ii) violate or conflict with any term or provision of any order of any court, Government or Regulatory Authority or any law or regulation of any jurisdiction in which the Optionor’s business is carried on; or (iii) conflict with, accelerate the performance required by or result in the breach of any agreement to which it is a party or by which it is currently bound;

 

(f)

it is the legal and beneficial owner of an undivided 35% of the right, title and interest in and to the Property, free and clear of all Encumbrances except for the NSR;

 

(g)

the Mineral Claims are properly and accurately described in Schedule A” hereto and are in good standing under the laws of the jurisdiction in which they are located up to and including at least the expiry dates set forth in Schedule “A”;

 

(h)

the terms of the Dome Option are attached as Schedule “D” hereto and has not been exercised or amended, altered or varied in any way;

 

(i)

to the best of its knowledge, the Mineral Claims and the Dome Claim are in compliance in all material respects with all Environmental Laws (as defined below), and there are, to the best of its knowledge, no facts which could give rise to a notice of non-compliance with any Environmental Laws. The term “Environmental Laws” means all applicable laws, rules, regulations, orders, policies, guidelines, notices, approvals and permits relating to environmental or occupational health and safety matters, in effect as at the date hereof, including, without limitation, those pertaining to reporting, licensing, permitting, investigation, remediation and clean-up in connection with any release or threat of release of a Contaminant or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling and the like of a Contaminant. The term “Contaminant” means any substance or material that is prohibited, controlled or regulated by any governmental authority, including without limitation, any contaminants, pollutants, petroleum, its derivatives, by-products or other hydrocarbons, dangerous substances or goods, asbestos, toxic or hazardous substances or materials, controlled products, wastes involving hazardous wastes and any other materials that are by their nature hazardous, either in fact or as defined in or pursuant to any Environmental Laws;

 

(k)

to the best of its knowledge, there are no existing claims, demands, damages, expenses, suits, proceedings, actions, negotiations, or causes of action of any nature whatsoever, whether threatened or pending, arising out of the presence on the Mineral Claims or the Dome Claim of any Contaminant, or out of any past or present activity conducted on any such property, involving any Contaminant or any violation of any Environmental Law;

 

(l)

it is not a non-resident for the purposes of Section 116 of the Income Tax Act (Canada);

 

(m)

it is in compliance with all applicable laws, statutes, bylaws, decrees, rulings, orders, judgments and regulations of each jurisdiction in which the Mineral Claims and the Dome Claim are located or in which it conducts its business; and

 

(n)

this Agreement has been duly authorized, executed and delivered by the Optionor and constitutes a valid and binding obligation of the Optionor enforceable against the Optionor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought.

 

(a)

it has a business address at the address set forth beside its name on the first page of this Agreement.

 

(b)

it is a corporation duly incorporated, organized and subsisting under the laws of the state of Nevada with the corporate power to own its assets and to carry on its business in the jurisdiction in which the Mineral Claims and the Dome Claim are located;

 

(c)

it has all necessary power and authority to own or lease its assets and carry on its business as presently carried on, to carry out its obligations herein and to enter into this Agreement and any agreement or instrument referred to in or contemplated by this Agreement and to do all such acts and things as are required to be done, observed or performed by it, in accordance with the terms of this Agreement and any agreement or instrument referred to in or contemplated by this Agreement;

 

(d)

the execution, delivery and performance of this Agreement by the Optionee, and the consummation of the transactions herein contemplated will not (i) violate or conflict with any term or provision of any of the articles, by-laws or other constating documents of the Optionee; (ii) violate or conflict with any term or provision of any order of any court, Government or Regulatory Authority or any law or regulation of any jurisdiction in which the Optionee’s business is carried on; or (iii) conflict with, accelerate the performance required by or result in the breach of any agreement to which it is a party or by which it is currently bound; and

 

(e)

this Agreement has been duly authorized, executed and delivered by the Optionee and constitutes a valid and binding obligation of the Optionee enforceable against the Optionee in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought.

 

(a)

within 60 days of  the Effective Date, pay to the Optionor the sum of $1,000.00 by way of certified cheque or bank draft;

 

(b)

unless this Agreement is terminated in accordance with Section 6.3, incur the following Expenditures:

 

(i)

Expenditures of at least $1,000,000 on or before October 31, 2010; and

 

(ii)

Expenditures of at least $1,000,000 on or before October 31, 2011; and

 

(c)

from and after the Effective Date, keep the Mineral Claims and the Dome Claim in good standing by paying all taxes, assessments and other charges and by doing all other acts and things that may be necessary in that regard. The Optionee shall transmit promptly to the Optionor any notices pertaining to the taxes, assessments and other charges.

 

(a)

the sale of the Purchased Assets to the Purchaser shall be completed on the Completion Date;

 

(b)

the Option Purchase Price shall be paid by the Purchaser to the Vendor on the Completion Date and is payable in certified funds or bank draft;

 

(c)

the Purchaser shall pay to the Vendor on the Completion Date, in addition to the Option Purchase Price, any and all federal, territorial and other sales, goods and services or territorial sales, land transfer and permit and license transfer taxes and other taxes whatsoever which are payable in connection with the purchase and conveyance of the Purchased Assets and shall be responsible for the payment of all duties, registration fees or other charges payable or exigible and relating to the conveyance or transfer of the Purchased Assets or will provide the Vendor with appropriate exemption certificates, in form and substance satisfactory to the Vendor in respect of such taxes (collectively, the “Transfer Taxes”). Any Transfer Taxes paid by the Purchaser to the Vendor on Closing shall be promptly remitted by the Vendor to the applicable governmental authority. The Purchaser will indemnify and hold the Vendor harmless in respect of any Transfer Taxes which may be assessed against the Vendor or B.Y.G. under the Excise Tax Act (Canada), or any comparable law relating to the conveyance of the Purchased Assets or as a result of the failure by the Purchaser to pay all the aforementioned Transfer Taxes exigible in connection with the transactions contemplated by this Agreement (the “Transactions”), whether arising from reassessment or otherwise;

 

(d)

the Vendor shall not be required to furnish or produce any abstract, deed, survey, declaration or other document or evidence of title of the Mineral Claim except those in its possession;

 

(e)

the Purchaser confirms that it has inspected the Purchased Assets prior to the execution of this Option Agreement and that it has entered into this Option Agreement on the basis that the Vendor does not warrant title to the Purchased Assets and the Purchaser acknowledges that it is relying entirely upon its own judgment, investigation and inspection in proceeding with the Transactions. Without limiting the foregoing, the Purchaser acknowledges and agrees that it is purchasing the Purchased Assets on and “as is, where is” and “without recourse” basis, that it shall accept the Purchased Assets in their then present state, condition and location and that neither the Vendor nor any of its agents, employees, representatives, counsel, officers or directors makes, has made or shall make any representations or warranties (except as expressly provided for in this Option Agreement), and there are no terms, conditions, understandings or collateral agreements, express or implied, statutory or otherwise, with respect to the title, merchantability, condition, description, fitness for purpose, quality, quantity, accuracy, completeness or any other thing, affecting the Purchased Assets or in respect of any other matter or thing whatsoever except as expressly stated herein;

 

(f)

by completing the Transactions on the Completion Date, the Purchaser shall be deemed to have released, remised and forever discharged each of the Vendor and its directors, officers, employees, servants and agents (collectively the “Releasees”) of and from any and all manner of action, causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, damages, costs, interest, claims, liabilities, expenses and demands whatsoever, regardless of their nature or basis, known or anticipated, as well as unknown or unanticipated, at law or at equity or under statute, which the Purchaser ever had or then has or may thereafter have, against the Releasees for or by reason of any action, cause or thing whatsoever arising out of or relating to the Transactions, but excluding any obligations arising out of this Option Agreement or any document delivered in connection therewith;

 

(g)

the Purchased Assets shall be and remain at the risk of the Vendor until the completion of the Transactions; and

 

(h)

the Purchaser shall be entitled to possession of the Purchased Assets on the completion of the Transactions.

 

(a)

The Vendor shall deliver to the Purchaser:

 

(i)

the Approval and Vesting Order (as defined in the Purchase Agreement);