Option and Joint Venture Exploration Agreement dated June 8, 2012 between Maverick Minerals Corporation and Energold Minerals Inc

Definitions

“1933 Act” means the United States of America Securities Act of 1933, as amended from time to time;

“Act” means the Securities Act (Ontario) and the rules and regulations promulgated thereunder, all as amended from time to time;

“Agreement” means this Agreement, as amended from time to time;

“Business Day” means a day other than a Saturday, Sunday, statutory holiday in the Province of British Columbia or any day on which chartered banks in the City of Vancouver, British Columbia are not open for business during normal business hours;

“Feasibility Study” has the meaning ascribed to this term by the Canadian Institute of Mining, Metallurgy and Petroleum as the CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by CIM Council, as amended;;

“First Option” means the sole, exclusive and irrevocable right and option granted by Energold to Maverick hereunder to acquire an undivided 30% legal and beneficial interest in and to the Property, as more particularly described in Section 2.1;

“First Option Period” means the period commencing on the Effective Date and ending on the date that the First Option is exercised, subject to earlier termination of this Agreement;

“Option Period” means, collectively, the First Option Period and the Second Option Period;

“Options” means, collectively, the First Option and Second Option;

“Regulation S” means Regulation S promulgated under the 1933 Act;

“SEC” means the United States of America Securities and Exchange Commission;

“Second Option” means the sole, exclusive and irrevocable right and option granted by Energold to Maverick hereunder to acquire an undivided further 21% legal and beneficial interest in and to the Property such that Maverick would hold an aggregate 51% legal and beneficial interest in and to the Property, as more particularly described in Section 2.3 of this Agreement;

“Second Option Period” means the period commencing on the date immediately after the date the First Option is exercised and ending on the date that the Second Option is exercised, subject to earlier termination of this Agreement;

“Shares” means the common shares in the capital of Maverick; and

“U.S. Person” has the meaning ascribed to that term in Regulation S.

Entire Agreement, Modification and Waiver

Headings

Currency

Schedules

Grant and Exercise of First Option

issuing to Energold 200,000 Shares and delivering the certificates representing such Shares to Energold as follows:

100,000 Shares on or before the date that is twenty-one (21) days after the Effective Date (the “First Share Issuance”), and

100,000 Shares on or before September 15, 2013 (the “Second Share Issuance”); and

incurring a total of $200,000 in exploration expenditures on the Property as follows:

$100,000 in exploration expenditures to be incurred on or before September 15, 2013 (the “First Expenditures”), and

$100,000 in exploration expenditures to be incurred on or before September 15, 2014 (the “Second Expenditures”).

First Option Obligations

Grant and Exercise of Second Option

issuing to Energold 200,000 Shares and delivering the certificate representing such Shares to Energold on or before September 15, 2015 (the “Third Share Issuance”), and

incurring an additional $200,000 in exploration expenditures on the Property on or before the date that is the fifth (5th) anniversary of the Effective Date (the “Third Expenditures”).

Second Option Obligations

Vesting of Property

Upon satisfaction of the conditions set out in Section 2.1 (which, for greater certainty, totals share issuances of 200,000 Shares and exploration expenditures of $200,000), the First Option will be deemed to be exercised, and a 30% beneficial right, title and interest in the Property will automatically vest in Maverick, free and clear of all encumbrances.

Upon satisfaction of the condition set out in Section 2.3 (which, for greater certainty, totals share issuances of 200,000 Shares and cash payments of $200,000), the Second Option will be deemed to be exercised, and an additional 21% undivided beneficial right, title and interest in the Property (for a total 51% interest) will automatically vest in Maverick, free and clear of all encumbrances.

The parties acknowledge and agree that registered ownership of the Property will remain in the name of Energold, unless otherwise agreed to by the parties in writing.

Exploration Expenditures

Exploration expenditures shall be deemed to have been incurred by Maverick when Maverick has expended funds or has received good or services from third parties for which Maverick has obligation to make payment, whether or not payment has been made. A certificate of an officer of Maverick setting forth the exploration expenditures incurred by Maverick in reasonable detail shall be prima facie evidence of the same.

Exploration expenditures incurred by Maverick exceeding the amount of exploration expenditures required to be incurred within any period shall be carried forward to the succeeding period and qualify as exploration expenditures for such succeeding period.

If the exploration expenditures incurred are less than the amount of the exploration expenditures required to be incurred in any period, Maverick may, at its option, pay the deficiency to Energold, in cash, within sixty (60) days after the end of such period in order to maintain the Options. Any such payment of cash in lieu shall be deemed to be exploration expenditures incurred on the Property on or before the relevant date.

If Maverick reasonably believes that it has incurred the exploration expenditures required to be incurred by Maverick in any period in order to maintain the Options, but it is subsequently determined upon the examination or audit by any party (for which such party shall have free access to all relevant information) that such exploration expenditures were not incurred within such period, Maverick shall not lose any of its rights hereunder and the Options shall not terminate, provided that Maverick pays to Energold such deficiency in exploration expenditures within thirty (30) days following such determination (if determined by Maverick) or within thirty (30) days following notice to Maverick of such deficiency (if determined by Energold), and the payment of such deficiency in exploration expenditures shall be deemed to be exploration expenditures incurred by Maverick for the purposes of this Agreement.

Right of Entry

enter thereon;

have exclusive and quiet possession thereof;

to the extent that Maverick in its sole discretion may consider advisable, explore, examine, prospect, investigate, map, survey, mine, develop and carry out commercial production on the Property or any part or parts thereof;

extract, remove and treat rock, earth, ore and minerals therefrom;

dump and store materials and waste materials thereon or therein;

bring upon and erect upon the Property such buildings, plant, machinery and equipment as Maverick may deem advisable;

remove therefrom and dispose of reasonable quantities of ores, minerals and metals for the purposes of obtaining assays or making other tests; and

mine, remove and sell for its own benefit any and all ores, minerals and ore products obtained from the Property.

Drill Cores

Management Committee

Operatorship

maintain the Property in good standing, including without limitation:

the payment of annual lease fees and maintenance costs,

completion of any assessment work, and

filing of all standard reports required to maintain all mining claims in good standing forthwith after completion of any work;

be responsible for all work permits, environmental compliance, payment of contractors, insurance and other matters relating to work carried out on the Property;

indemnify and save harmless Energold against any problems or liability with respect to the matters referred to in paragraph 3.4(a);

carry out all work on the Property in accordance with good mining practice and in compliance with the applicable laws of the Province of Ontario; and

supply Energold with a copy of all geological data, reports or other information obtained during the course of the work program on a regular basis.

Management Fees

management fees in an amount up to 10% on general exploration expenditures; and

other fees in an amount up to 5% on drilling or other major contract costs.

Work Programs During Option Period

Technical Services Agreement with Energold

Termination of Options

Termination of Second Option

Mutual Representations and Warranties

it is a company duly incorporated, validly subsisting and in good standing with respect to the filing of annual reports under the laws of the jurisdiction of its incorporation or organization and is or will be qualified to do business in the jurisdiction in which the Property is located and to hold an interest in the Property;

it has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to in or contemplated by this Agreement and to carry out an perform all of its obligations and duties hereunder;

it has duly obtained all authorizations for the execution, delivery, and performance of this Agreement, and such execution, delivery and performance and the consummation of the transactions herein contemplated will not conflict with, or accelerate the performance required by 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, lien or charge under the provisions of its constating or initiating documents or any indenture, agreement or other instrument whatsoever to which it is a part or by which it is bound or to which it may be subject and will not contravene any applicable laws; and

this Agreement constitutes a legal, valid and binding obligation of it except:

as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws of general application affecting enforcement of creditors’ rights generally, and

as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Representations and Warranties of Energold

it is, and up to the time of transfer of its interest in the Property to Maverick it will be, the sole recorded and beneficial owner of a 100% undivided interest in and to the Property;

the Property is accurately described at Schedule “A”;

Energold has held the Property in compliance with all applicable laws, rules, statutes, ordinances, orders and regulations and Energold has not received any notice of any violation thereof, nor is Energold aware of any valid basis therefore;

Energold has paid all fees, taxes, assessments, rentals, levies or other payments required to be made relating to the Property;

Energold holds all permits, licenses, consents and authorities issued by governmental authorities which are necessary in connection with the ownership and mineral exploration of the Property;

the Property is free and clear of all liens, charges and encumbrances and is not subject to any right, claim or interest of any other person;

Energold has the right to dispose of its interest in and to the Property, and, upon exercise of the Options, to convey or cause the conveyance to Maverick of the Property, in each case free and clear of all liens, charges, encumbrances, obligations and any other royalties or restrictions except as provided for herein;

there is no adverse claim or challenge against or to the ownership of or title to the Property, or any portion thereof not is there any basis therefore and there are no outstanding agreements or options to acquire or purchase all or any of he Property or any portion thereof or any interest therein and no person has any royalty or interest whatsoever in production or profits from all of any of the Property or any portion thereof;

the Property does not contain any hazardous or toxic material, pollution or other adverse environmental conditions that may give rise to any environmental liability under any applicable environmental laws, and Energold has not received, nor is it aware of any pending or threatened, notice of non-compliance with any environmental law;

during the period that Energold has been the recorded and beneficial owner of the Property, all activities on, in or under the Property have been carried out in accordance with all applicable environmental laws and there are no environmental conditions existing on, in or under the Property to which any remediate action is required or any liability has or may be imposed under applicable environmental laws;

it has not received from any government agency or authority any notice of, or communication relating to, any actual or alleged environmental claims, and there are no outstanding work orders or actions required to be taken relating to environmental matters respecting the Property or any operations carried out on the Property;

until the earlier of the exercise of the Second Option or the termination of this Agreement, Energold will not, without the prior written consent of Maverick, allow the Property to become subject to any claims, liens, security interests, charges and encumbrances of any nature or kind whatsoever or enter into any agreement (whether written or verbal) that may result in the creation of any such claims, liens, security interests, charges and encumbrances or otherwise restrict in any manner whatsoever the exercise of the Options by Maverick as contemplated by this Agreement;

it is not aware of any facts in relation to the Property that, if known to Maverick, could reasonably be expected to cause Maverick to decide not to enter into this Agreement or not proceed to exercise the Options and Energold has advised Maverick of all of the material information relating to the mineral potential of the Property of which is has knowledge;

no filing or registration with, no notice to and no permit, authorization, consent or approval of any public or governmental authorities or other person or entity is necessary for the grant or exercise of the Options contemplated by this Agreement or to enable Maverick to acquire up to an aggregate 51% undivided legal and beneficial interest in the Property on the exercise of the Options;

there are no mine workings or waste dumps or mine tailings with respect to the Property;

it is not a U.S. Person and is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;

it is outside the United States when receiving and executing this Agreement;

it understands that the Shares have not been registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with any applicable securities laws;

it understands and agrees that offers and sales of any of the Shares, prior to the expiration of a period (as specified in Regulation S) after the date of transfer of the Shares (the “Distribution Compliance Period”), shall only be made in compliance with the safe harbour provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the 1933 Act or an exemption therefrom and in each case only in accordance with all applicable securities laws;

it understands and agrees not to engage in any hedging transactions involving the Shares, prior to the end of the Distribution Compliance Period unless such transactions are in compliance with the provisions of the 1933 Act;

it acknowledges that the it has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares provided, however, that Energold may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the 1933 Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein;

it understands and agrees that Maverick will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;

it is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which Energold is resident (the “International Jurisdiction”) which would apply to the acquisition of the Shares;

it is receiving the Shares pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, Energold is permitted to receive the Shares under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions;

it has had access to all of the books and records of Maverick and accordingly agrees that it is familiar with and has access to information regarding Maverick similar to information that would be available in a registration statement filed by Maverick under the 1933 Act;

it has adequate net worth and means of providing for its current financial needs and possible personal contingencies; and

Energold is an “accredited investor” in Canada, as that term is defined in National Instrument 45-106 – Prospectus and Registration Exemptions.

Reliance on Representations and Warranties

Acknowledgements and Agreements of Energold

none of the Shares have been or will be registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, except pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable securities laws;

Maverick has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act or any other applicable securities legislation;

the decision to execute this Agreement and receive the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based entirely upon a review of any public information which has been filed by the Company with the SEC in compliance, or intended compliance, with applicable securities legislation;

Energold and Energold’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from Maverick in connection with the issuance of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable by Maverick without unreasonable effort or expense;

upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Shares will bear a legend in substantially the following form:

Energold has been advised to consult the Energold’s own legal, tax and other advisors with respect to the merits and risks of ownership of the Shares and with respect to applicable resale restrictions, and it is solely responsible (and Maverick is not in any way responsible) for compliance with applicable resale restrictions;

none of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to Energold that any of the Shares will become listed on any stock exchange or automated dealer quotation system, except that currently certain market makers make market in the shares of common stock of Maverick on the OTC Markets Group Inc.’s Over-the-Counter Bulletin Board;

neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of the Shares;

no documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;

there is no government or other insurance covering any of the Shares;

the issuance and sale of the Shares to Energold will not be completed if it would be unlawful or if, in the discretion of Maverick acting reasonably, it is not in the best interests of Maverick;

Maverick may make a notation on its records or give instructions to the registrar and transfer agent of Maverick in order to implement the restrictions on transfer set forth and described in this Agreement;

the Shares are subject to resale restrictions in Canada and may not be traded in Canada except as permitted by the Act and the rules made thereunder;

pursuant to National Instrument 45-102 – Resale of Securities, as adopted by the Ontario Securities Commission, a subsequent trade in the Shares will be a distribution subject to the prospectus and registration requirements of applicable Canadian securities legislation (including the Act) unless certain conditions are met, which conditions include a hold period (the “Canadian Hold Period”) that shall have elapsed from the date on which the Shares were issued to Energold and, during the currency of the Canadian Hold Period, any certificate representing the Shares is to be imprinted with a restrictive legend (the “Canadian Legend”); and

by executing and delivering this Agreement, Energold will have directed Maverick not to include the Canadian Legend on any certificates representing the Shares to be issued to Energold, and that as a consequence, Energold will not be able to rely on the resale provisions of National Instrument 45-102, and any subsequent trade in any of the Shares during or after the Canadian Hold Period will be a distribution subject to the prospectus and registration requirements of Canadian securities legislation, to the extent that the trade is at that time subject to any such Canadian securities legislation.

Covenants of Maverick

maintain the Property in good standing by the doing and the filing of assessment work or the making of payments in lieu thereof, by the payment of all rentals, taxes or other governmental charges which shall fall due during the Option Period, and the performance of all other actions which may be necessary in that regard and in order to keep the Property free and clear of all liens and other charges arising from Maverick’s activities thereon except those at the time contested in good faith by Maverick;

record as assessment work against the Property all possible exploration work carried out on the Property by Maverick that qualifies for such recording;

carry out its operations on the Property in a careful and miner-like manner and in accordance with applicable laws and regulations of the Province of Ontario and Canada;

properly pay all accounts of every nature and kind for wages, supplies, Workers’ Compensation Assessments, income tax deductions and all other accounts and indebtedness incurred by it so that no claim or lien arises thereon or upon the Property, the ores or minerals contained therein and it will indemnify Energold and save them harmless from any and all loss, costs, actions, suits, damages or claims which may be made against the Energold in respect of the operations on the Property, provided however, that Maverick shall have the right to contest the validity of any such lien or claim of lien;

maintain and keep true and correct records of all production from the Property and disposition thereof and of all costs and expenditures incurred as well as all other data necessary or proper for the settlement of accounts between the Parties hereto in connection with their rights and obligations under this Agreement and such records shall be open at all reasonable times upon reasonable notice for inspection by Energold or a duly authorized representative of Energold;

allow Energold, or its agent or representative duly authorized in writing, at its own expense, to inspect the Property at all reasonable times and intervals, and data obtained by Maverick as a result of operations thereon, upon Energold giving Maverick 48 hours prior written notice, provided always that Energold or any such agent or representative shall not interfere with Maverick’s activities on the Property, Energold or any such agent or representative shall abide by the rules and regulations laid down by Maverick relating to matters of safety and efficiency in its operations and, notwithstanding, Maverick shall be under no liability to Energold or their agent or representative, and Energold shall indemnify Maverick, for any personal injury, including death, or any loss or damage to property arising from their inspection of the Property, however caused;

obtain all necessary environmental permits prior to commencing operations on the Property and be responsible for any environmental assessments made by any governmental authorities as a result of operations on the Property;

deliver to Energold, within a reasonable period of time from receipt thereof, copies of all reports, maps, assay results and other technical data compiled by or prepared at the direction of Maverick with respect to the Property; and

upon the termination of this Agreement, Maverick will leave the Property in a safe condition in accordance with applicable statutes and regulations and will deliver to Energold, forthwith, copies of all reports, maps, assay results and other technical data compiled by or prepared at the direction of Maverick with respect to the Property that have not previously been delivered to Energold.

Covenants of Energold

without the prior written consent of Maverick, not allow the Property to become subject to any encumbrance of any nature or kind whatsoever or enter into any agreement (whether written or verbal) that may result in the creation of any such encumbrance or otherwise restrict in any manner whatsoever the exercise of the Options by Maverick or the rights of Maverick to the Property as contemplated by this Agreement; and

use its best efforts to obtain from its directors and shareholders, as applicable, and all appropriate federal, state, municipal or other governmental or administrative bodies, such approvals or consents as are required (if any) to complete the transactions contemplated herein.

Formation of Joint Venture

Participating Interests

if Maverick exercised the First Option in accordance with section 2.1, the participating interests and deemed expenditures of the parties at the time the Joint Venture is formed will be:

if Maverick exercised the Second Option in accordance with section 2.3, the participating interests and deemed expenditures of the parties at the time of exercise of the Second Option will be:

Joint Venture Agreement

decisions regarding further exploration and development of the Property will be determined by the Management Committee;

exploration and development budgets will be determined and approved by the Management Committee and the parties will have ninety (90) days after approval of the Management Committee of any such budget, to provide their respective share of the funds required by the budget;

any failure by a party to contribute the funds required by any budget approved by the Management Committee to further explore or develop the Property within a timely manner will result in such party’s participating interest in the Joint Venture being diluted proportionate to their contributions in accordance with section 8.4; and

if one party declines or fails to provide all or part of its required funding (based upon its then proportionate legal and beneficial interest), the other party can increase its funding to the amount budgeted thereby increasing their participating interest in the Joint Venture in accordance with section 8.4;

after formation of the Joint Venture, unless otherwise agreed to by the parties in writing, Maverick will continue to be the Operator and will continue to fulfill the obligations set out at section 3.4 and such other obligations as may be agreed upon by the parties from time to time for the duration of the Joint Venture;

in the event that the Operator determines not to propose a project program or fails to do so within six (6) months of completion of the previous project program, the non-operator can propose and operate a project program; and

after formation of the Joint Venture, the membership of the Management Committee will be as set out at section 3.3, except that if at any time following exercise of the Second Option the participating interests of the parties are varied pursuant to the terms of the Joint Venture Agreement, the Management Committee will be comprised of two (2) members who are representatives of the party with the majority participating interest and one (1) member who is a representative of the party with the minority participating interest.

Dilutions

Failure to Enter into Joint Venture Agreement

Feasibility Study

Production

Access to Information

Investigations and Availability of Records

Environmental Indemnification by Energold

Environmental Indemnification by Maverick

Survival of Environmental Indemnities

Force Majeure

Notice of Force Majeure

Confidentiality

it is required to be publicly disclosed pursuant to applicable securities or corporate laws or rules or requirements of any stock exchange, in which event the party seeking to make such disclosure shall provide to the n on-disclosing party at least two (2) Business Days prior to making such disclosure, a written copy of such proposed disclosure, unless mutually agreed otherwise, and shall in good faith consider any comments the non- disclosing party may have on such proposed disclosure;

the disclosure id reasonably required to be made to a taxation authority in connection with the taxation affairs of the disclosing party; or

such information becomes generally disclosed to the public, other than as a consequence of a breach hereof by one of the parties to this Agreement.

News Release

Collection and Use of Personal Information

securities regulatory authorities or any stock exchange on which Maverick’s securities may become listed;

Maverick’s registrar and transfer agent;

U.S. and Canadian tax authorities;

authorise pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).

Notices

In case of a notice to Maverick, at:

Maverick Minerals Corporation
Suite 700 – 220 Bay Street,
Toronto, Ontario M5J 2W4

Attention: Robert Kinloch, President and CEO

Facsimile No. (306) 343-0888

In case of a notice to Energold at:

Energold Minerals Inc.
Suite 700 – 220 Bay Street,
Toronto, Ontario M5J 2W4

Attention: President

Facsimile No. 416 ###-###-####

Binding

Further Assurances

Governing Law

Time is of the Essence

Counterparts and Electronic Means