Slocan Property Sale Agreement with Yardley Mountain Gold Corp dated February 10, 2011

(a)  

"Agreement" means this Sales Agreement including the schedules attached hereto;

(b)  

"Acquisition Tenures" means those mineral claims as set out in the attached Schedule "A", which are offered for mining purposes only. It is understood that ownership of the title to it does not include any pre-existing legacy claims or valid crown grants, ownership of the surface rights, or the right to use the surface for residential or recreational purposes;

(c)  

 "Party" means a party to this Agreement "Parties" means all parties to this Agreement;

(d)  

"this Agreement", "herein", "hereto", "hereof" and similar expressions mean and refer to this Agreement.

(a)  

The expressions "Section", "Subsection", "Clause", "Subclause", "Paragraph" and "Schedule" followed by a number or letter or combination thereof mean and refer to the specified section, subsection, clause, subclause, paragraph and schedule of or to this Agreement.

(b)  

The division of this Agreement into sections, subsections, clauses, subclauses and paragraphs and the provision of headings for all or any thereof are for convenience and reference only and shall not affect the construction or interpretation of this Agreement.

(c)  

When the context reasonably permits, words suggesting the singular shall be construed as suggesting the plural and vice versa, and words suggesting gender or gender neutrality shall be construed as suggesting the masculine, feminine and neutral genders.

(d)  

There are appended to this Agreement the following schedules pertaining to the following matters:

(e)  

All losses, costs, claims, damages, expenses and liabilities in respect of which a Party has a claim pursuant to this Agreement include without limitation reasonable legal fees and disbursements on a solicitor and client basis.

(a)  

YARDLEY hereby agrees to pay to North Bay the sum of $10,000 USD within ten (10) days upon execution of this Agreement, such payment not to be refunded to YARDLEY under any circumstances.

(b)  

YARDLEY hereby agrees to further pay to North Bay the sum of $33,000 USD within three (3) months of the date of this Agreement, such payment not to be refunded to YARDLEY under any circumstances.

(c)  

YARDLEY hereby agrees to further pay to North Bay the sum of $50,000 USD on or before June 25, 2011, such payment not to be refunded to YARDLEY under any circumstances.

(a)  

North Bay is duly incorporated and is validly subsisting under the laws of the State of Delaware;

(b)  

North Bay is the legal and registered beneficial owner of all of its stated interests in the Acquisition Tenures, and such interests are free of any liens, claims, charges, security interests or encumbrances of any kind whatsoever, except for any pre-existing legacy claims within the Acquisition Tenures, including statutory exceptions to title, and the reservations, limitations, provisos and conditions in any original grants from the Crown of any of the mines and minerals within, upon or under the Acquisition Tenures; and;

(c)  

there are no actions, suits, proceedings or claims existing or, to the best of the knowledge, information and belief of North Bay pending or threatened with respect to or in any manner challenging ownership of interest in any of the Acquisition Tenures, or which might reasonably be expected to result in a material impairment or loss of the Acquisition Tenures, or the proposed disposition of interest in the Acquisition Tenures;

(d)  

North Bay is in material compliance with all applicable laws, rules, regulations, orders and statutes applicable to it, the interest in the Acquisition Tenures or the operation of the Acquisition Tenures, and North Bay has not received any notice of any violation, and there is no basis for assertion of any violation, of any applicable law, order, rule, regulation, writ, injunction or decree of any court, governmental or conservation authority or any statute, and North Bay holds, in good standing, all licenses, registrations and qualifications required;

(e)  

the execution and delivery of this agreement and the consummation of the transaction contemplated herein will not, as a result of North Bay’s involvement, violate nor be in conflict with any provision of any material agreement or instrument to which North Bay is a party or is bound or, to the best of the knowledge of North Bay, any judgment, decree, order, statute, rule or regulation applicable to North Bay and no authorizations, approvals or consents are required for the consummation of the transaction contemplated herein by North Bay; and

(a)  

YARDLEY is duly incorporated and is validly subsisting under the laws of the Province of British Columbia;

(b)  

there is no action, suit, litigation, arbitration, investigation, inquiry or other proceeding in progress, or, to the best of YARDLEY’s knowledge, pending or threatened against or relating to YARDLEY or its material assets and there is no circumstance, matter or thing known to YARDLEY which might give rise to any such proceeding or to any governmental investigation relative to YARDLEY and there is not outstanding against YARDLEY any judgment, decree, injunction, rule or order of any court, government department, commission, agency or arbitrator; and

(c)  

YARDLEY has the requisite power, capacity and authority to enter into this agreement (and all other agreements and documents required to be delivered hereunder) on the terms and conditions herein set forth.

(a)  

North Bay shall be liable to YARDLEY for and shall, in addition, indemnify YARDLEY from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by YARDLEY which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 7 been accurate and truthful, provided however that nothing in this Subsection 9(a) shall be construed so as to cause North Bay to be liable to or indemnify YARDLEY in connection with any representation or warranty contained in Section 7 if and to the extent that YARDLEY did not rely upon such representation or warranty.

(b)  

YARDLEY shall be liable to North Bay for and shall, in addition, indemnify North Bay from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by North Bay which would not have been suffered, sustained, paid or incurred had all of the representations and warranties contained in Section 8 been accurate and truthful, provided however that nothing in this Subsection 9(b) shall be construed so as to cause YARDLEY to be liable to or indemnify North Bay in connection with any representation or warranty contained in Section 8 if and to the extent that North Bay did not rely upon such representation or warranty.

(c)  

Notwithstanding any other provision in this Agreement, North Bay shall not be liable to or be required to indemnify YARDLEY in respect of any losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by YARDLEY in respect of which YARDLEY is liable to and has indemnified  pursuant to subsection 9(b).

(a)  

not do any other act or thing which would or might in any way adversely affect the rights of the Parties hereunder, and,

(b)  

make available to all Parties and their representatives all available relevant technical data, geotechnical reports, maps, digital files and other data with respect to the Acquisition Lands in Parties' possession or control, including soil samples, and all records and files relating to the Acquisition Tenures and permit Parties and their representatives at their own expense to take abstracts therefrom and make copies thereof;

(c)  

promptly provide all Parties with any and all notices and correspondence received from government agencies in respect of the Acquisition Tenures.

(a)  

by personal service on a Party at the address of such Party set out above, in which case the item so served shall be deemed to have been received by that Party when personally served;

(b)  

by facsimile transmission to a Party to the fax number of such Party set out above, in which case the item so transmitted shall be deemed to have been received by that Party when transmitted; or

(c)  

except in the event of an actual or threatened postal strike or other labor disruption that may affect mail service, by mailing first class registered post, postage prepaid, to a Party at the address of such Party set out above, in which case the item so mailed shall be deemed to have been received by that Party on the fifth day following the date of mailing.

(a)  

This Agreement may be executed in counterpart, no one copy of which need be executed by the Parties.  A valid and binding contract shall arise if and when counterpart execution pages are executed and delivered by the Parties

(b)  

The Parties will be entitled to rely upon delivery by facsimile machine of executed copies of the executed Agreement will be legally effective to create a valid and binding agreement between the Parties in accordance with the terms hereof.

GREEN HORN

BOSUN

BOSUN FR

CALIFORNIA

IDAHO

CORINTH RCG

DAYBREAK RCG

DEMOCRAT RCG

DEMOCRAT RCG 2

MAMMOTH SW

METEOR

JOAN

NORTH STAR 2

NORTH STAR 3

NORTH STAR 4

NORTH STAR EXT

NORTH STAR EXT

NORTH STAR EXT 2

NORTH STAR EXT 4

NORTH STAR S

NORTH STAR SE

NORTH STAR SE 2

NORTH STAR SILVER

HEWITT

SILVER LEAF

SILVER LEAF 2

SILVER LEAF 3

SILVER LEAF E

SILVER LEAF EAST

SILVER LEAF FRAC

SILVER LEAF FRAC 2

SILVER LEAF FRAC3

SILVER LEAF FRAC4

SILVER LEAF N2

SILVER LEAF NE

SILVER LEAF NE EXT

SILVER LEAF NE1

SILVER LEAF NE2

SILVER LEAF NORTH

SILVER LEAF NW

SILVER LEAF S

SILVER LEAF SOUTH

SILVER LEAF W

SILVER LEAF W2

SILVER LEAF W3

SLOCAN PRINCE

SLOCAN PRINCE 1

SLOCAN PRINCE N

SLOCAN PRINCE NORTH

SLOCAN PRINCE S

SLOCAN PRINCE SOUTH

ANNA

RIVERSIDE 3

RIVERSIDE 4

RIVERSIDE 5

RIVERSIDE SILVER