ENDURANCE GOLD CORPORATION ENDURANCE RESOURCES INC. 1700, 750 West Pender Street Vancouver, B.C. V6C 2T8 Tel: (604) 682-2707 Fax: (604) 681 0902

EX-10.1 2 ex10_1apg.htm EXHIBIT 10.1 EXHIBIT 10.1



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ENDURANCE GOLD CORPORATION

ENDURANCE RESOURCES INC.

1700, 750 West Pender Street

Vancouver, B.C. V6C 2T8

Tel: (604) 682-2707 Fax: (604) 681 0902


April 20, 2012



Mrs. Lynn Harrison

Liberty Gold Corp.

2415 East Comelback Rd.

Suite #700

Phoenix, AZ, 85016


CONFIDENTIAL


Dear Lynn:


Re:   McCord Gold Property, Tolovana Mining District, Alaska


Following a preliminary review by Liberty Gold Corp. ("Liberty") of the available data for the McCord Gold Property in Alaska, Liberty is prepared to offer Endurance Gold Corporation and Endurance Resources Inc. (collectively “Endurance”) the following option to earn a 60% interest in fourteen (14) State of Alaska mineral claims (2,218 acres) as summarized in Schedule A, hereinafter referred to as the "Property", which is owned 100% by Endurance.


1.

As part of the option, Liberty proposes to make cash payments to Endurance totalling US $85,000 over three years, as outlined below:


 

Annual US $

Cumulative US $

On signing this letter

$15,000

$15,000

On or before December 31, 2012

$20,000

$35,000

On or before December 31, 2013

$20,000

$55,000

On or before December 31, 2014

$30,000

$85,000


2.

Liberty would incur cumulative Exploration Expenditures (as defined herein) totalling US $600,000 to be incurred on or before December 31, 2014.  Liberty would agree to incur a minimum of US $150,000 in Exploration Expenditures during 2012 with the objective of advancing the Property to drill stage by the fall of 2012. An indicative Budget for the initial 2012 program is appended as Schedule B to this Letter Agreement.


Exploration Expenditures incurred in excess of the minimum 2012 program would be credited against Exploration Expenditures otherwise required in subsequent years.




April 2012 Letter Agreement – McCord Gold Property, Alaska

Page 1






3.

Liberty would not vest their 60% ownership interest in the Property until all the option and exploration requirements defined in Sections 1 and 2 were fulfilled. Upon making the US $85,000 cash payments and incurring the Exploration Expenditures of US $600,000, the Liberty will have earned a 60% joint venture (“JV”) interest in the Property.  


4.

Upon vesting with a 60% JV interest, Liberty shall promptly provide notice of such vesting to Endurance (“Option Completion Notice”), at which point the Property would be administered through a JV Agreement (see section 13 below). Any Exploration Expenditures incurred by Liberty that exceed the earn-in requirements under section 2, and incurred prior to and within 60 days of the Option Completion Notice, will not be credited to future JV expenditures.  


5.

Liberty will be the Operator during the Option period but agrees to engage Endurance to manage the 2012 exploration program on their behalf. Endurance would engage Alaska-based consulting and exploration consultants to assist in implementing the exploration program. The 2013 and 2014 Programs would be conducted by Liberty as Operator, unless mutually agreed otherwise.


6.

Exploration Expenditures would include all reasonable direct and indirect costs together with any and all costs, fees and expenses or contractors overheads which may be paid to complete exploration programs, obtain metallurgical, feasibility, engineering or other studies or reports on or with respect to the Property or any part of it incurred by Endurance in 2012 and by Liberty thereafter, in relation to the exploration and development of the Property, either directly or by payments or rentals to governments, contractors, third parties, including all logistics, transportation and other relevant off-site costs. For greater clarity, Exploration Expenditures would include all rentals, annual assessments, and recording fees related to the maintenance of the Property and any costs related to any additional claim staking completed within the Mutual Area of Interest (as defined herein).


7.

Exploration Expenditures for 2012 would include the reimbursement of US$ 8,000 incurred by Endurance in 2012 for the preparation of the McCord Property technical report and budget preparation for 2012.


8.

There will be added to and included in Exploration Expenditures a charge for off-site and administration costs equal to 10% of all direct and indirect Exploration Expenditures attributable by the Party that is managing the exploration programs, including third party management fees.


9.

Endurance agrees to provide all existing technical data to Liberty.  Liberty agrees to provide Endurance with copies of all additional technical data generated by Liberty or its contractors/consultants during the option period. On termination of the option, copies of all technical data provided by Endurance will be returned by Liberty.


10.

Liberty is required to maintain the Property in good standing. Liberty would assume all rentals, annual assessments, and recording fees related to the maintenance of the Property.  During the option period, all such filings must be completed by October 30th of each year.


11.

Immediately on signing of this Letter Agreement, Endurance would prepare a tabulation of cash requirement timing for the 2012 Program expenditures, and future Programs if necessary. Liberty agrees to advance funds on receipt of cash calls, which cash calls will be no more frequent than monthly.  It may include anticipated expenditures for up to a two-month period, and will be presented four to eight weeks prior to requirement of the funds. Cash calls are payable within 10 days of receipt.




April 2012 Letter Agreement – McCord Gold Property, Alaska

Page 2






12.

The Property would include a Mutual Area of Interest as defined and illustrated in Schedule C to this agreement (AMI). During the term of the Option, any claims acquired by either party within the AMI would become part of the Property. The AMI would cease 12 months after termination of this agreement.

 

13.

A formal option agreement (“Formal Agreement”) between Liberty and Endurance will be completed by July 30, 2012.  The formal agreement will detail the rights, duties and obligations of the respective parties to the agreement and will replace this Letter Agreement in its entirety. The form of agreement is attached by reference only as Schedule D, such form agreement is the Form of Option and Joint Venture Agreement as drafted by the Continuing Legal Education Society of British Columbia.


14.

The Parties recognize that this Letter Agreement may need to be the subject of disclosure to shareholders. If public disclosure is required, the disclosing party will provide the other party with 48 hours to comment on the language contained within the draft news release before such news release is issued.


15.

This Letter Agreement, the formal option agreement, and all data collected from the Property will be subject to confidentiality provisions.


16.

These terms are conditional on Endurance’s Board of Directors approval which will occur within 5 days of closing.


If the above terms are acceptable to you we ask that you sign and return one of the two original copies of this letter, which will then become a binding agreement between us.  On receipt of the executed letter together with the requisite cheques pursuant to paragraphs 1 and 7, and the approval from Endurance’s Board of Directors, Endurance will proceed immediately with finalizing a press release, initiating the 2012 program planning, and providing the initial cash call to Liberty. Once the initial cash call has been provided, Endurance will initiate drafting a formal agreement, acceptable to both parties, which will eventually replace this letter agreement.


Yours truly,

ENDURANCE GOLD CORPORATION

ENDURANCE RESOURCES INC.


/s/ Robert T. Boyd




Robert T. Boyd

President and CEO,


Agreed to and accepted this    20      day of         April                      , 2012.





/s/ Lynn Harrison

____________________________

Lynn Harrison, President and CEO

Liberty Gold Corp.



April 2012 Letter Agreement – McCord Gold Property, Alaska

Page 3







Schedule "A"



“The Property”



 McCord Gold Property

Tolovana Mining District, Alaska


OWNER: 100% Endurance Resources Inc.



 

 

 

 

Annual Maintenance

 

Claim Name

Serial No.

Location Date

Due Date

Labor Work$

State Claim Rent$

Acres

MMM 1

ADL703865

Sep. 9, 2010

Nov. 30, 2012

400

140

160.00

MMM 2

ADL703866

Sep. 9, 2010

Nov. 30, 2012

400

140

160.00

MMM 3

ADL703867

Sep. 9, 2010

Nov. 30, 2012

400

140

160.00

MMM 4

ADL703868

Sep. 9, 2010

Nov. 30, 2012

400

140

160.00

MMM 5

ADL703869

Sep. 9, 2010

Nov. 30, 2012

400

140

160.00

MMM 6

ADL703870

Sep. 9, 2010

Nov. 30, 2012

400

140

160.00

MMM 7

ADL703871

Sep. 9, 2010

Nov. 30, 2012

400

140

160.00

MMM 8

ADL703872

Sep. 9, 2010

Nov. 30, 2012

400

140

160.00

MMM 9

ADL703873

Sep. 9, 2010

Nov. 30, 2012

 400

140

160.00

MMM 10

ADL703874

Sep. 9, 2010

Nov. 30, 2012

400

140

160.00

MMM 11

ADL703875

Sep. 9, 2010

Nov. 30, 2012

400

140

137.74

MMM 12

ADL703876

Sep. 9, 2010

Nov. 30, 2012

400

140

160.00

MMM 13

ADL703877

Sep. 9, 2010

Nov. 30, 2012

400

140

160.00

MMM 14

ADL703878

Sep. 9, 2010

Nov. 30, 2012

400

140

160.00

 

 

 

 

 

 

2,217.74

 

 

 

 

 

 

 




April 2012 Letter Agreement – McCord Gold Property, Alaska

Page 4







Schedule "B"


2012 McCord Exploration Budget

 McCord Gold Property

Tolovana Mining District, Alaska


 

 

 

 2012 Sampling and evaluation Budget - Metallogeny prime field contractor

- 13 field days, including mob/demob, trenching and claim staking

- 100 m x 1,200 m soil sample spacing

 

 

 

 

 

- 350 samples (240 soil samples, 60 rocks, 50 trench samples)

 

 

 

 - ground magnetics, EM and radiometrics

 

 

 

 

- Bell 206 @$1,000/hr. (min 3 hrs/day)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hours/Days

Billing Rate

UNIT

US $ Amounts

 

 

 

 

 

 

 

 

 

 

 

 

 

Wages

 

 

 

 

 

 

 

Project Management (Endurance)

11

 $ 900.00

/day

 $ 9,900

 

Project Geologists

 

230

 $ 60.00

/hr

 $ 13,800

 

GIS and presentation Maps

100

 $ 52.50

/hr

 $ 5,250

 

Soil Sampler (Sr.Tech./Crew Manager)

130

 $ 45.00

/hr

 $ 5,850

 

Soil Sampler (Geologist III)

130

 $ 45.00

/hr

 $ 5,850

 

Soil Sampler (Geologist II)

130

 $ 37.50

/hr

 $ 4,875

 

Soil Samplers (3)

 

390

 $ 30.00

/hr

 $ 11,700

 

Camp cook

 

130

 $ 37.50

/hr

 $ 4,875

 

 

 

 

 

 

 $ 62,100

Rentals

 

 

 

 

 

 

 

Hand Auger Drills (3)

 

39

 $ 50.00

/day

 $ 1,950

 

Generator

 

13

 $ 25.00

/day

 $ 325

 

ATV Rental 1

 

13

 $ 75.00

/day

 $ 975

 

ATV Rental 2

 

3

 $ 75.00

/day

 $ 225

 

Truck 1

 

3

 $ 150.00

/day

 $ 450

 

Truck 2

 

10

 $ 100.00

/day

 $ 1,000

 

Communications Satellite & Radio

13

 $ 35.00

/hr

 $ 455

 

Trailer

 

2

 $ 25.00

/day

 $ 50

 

 

 

 

 

 

 $ 5,430

Subcontractors

 

 

 

 

 

 

Expeditors

 

 

 

 

 $ 2,300

 

Ground Geophysics (mag EM radiom)

 

 

 

 $ 25,000

 

Portable Backhoe "digger"

10

 $ 500.00

/day

 $ 5,000

 

Helicopter (Bell 206 - including fuel)

15

 $ 1,000.00

/hr

 $ 15,000

 

Geological Mapping

 

 

 

 

 $ 9,000

 

 

 

 

 

 

 $ 56,300

Analyses

 

 

 

 

 

 

 

Soils

 

350

 $ 55.00

/each

 $ 19,250

 

Rocks

 

50

 $ 55.00

/each

 $ 2,750

 

 

 

 

 

 

 $ 22,000

Expenses

 

 

 

 

 

 

 

Tent Camp & Supplies (7 people)

13

 $ 175.00

/day

 $ 2,275

 

Food (7 people)

 

13

 $ 245.00

/day

 $ 3,185

 

Sampling Supplies (fuel, sample bags)

13

 $ 75.00

/day

 $ 975

 

Auger bits

 

6

 $ 100.00

/each

 $ 600

 

Mileage

 

1650

 $ 1.00

 /miles

 $ 1,650

 

Travel & Accommodation

 

 

 

 

 $ 3,000

 

Metallogeny Management Fee (15%)

 

 

   

 $ 16,180

 

 

 

 

 

 

 $ 27,865

 

 

 

 

 

 

 

Sub-Total

 

 

 

 

 

 $ 173,695

Overhead (10%)

 

 

 

 $ 17,370

 

 

 

 

 

 

 

TOTAL

 

 

 

 

 

 $ 191,065




April 2012 Letter Agreement – McCord Gold Property, Alaska

Page 5






Schedule "C"

McCord Gold Property

Mutual Area of Interest (AMI)

Tolovana Mining District, Alaska



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April 2012 Letter Agreement – McCord Gold Property, Alaska

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