GOLD HILL PROJECT PROPERTY JOINT-VENTURE AGREEMENT

(a)  

"Agreement" means this Joint-Venture agreement including the schedules attached hereto;

(b)  

"JV Lands" means those lands 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 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)  

"Permitted Encumbrances" means:

(i)  

liens for taxes, assessments and governmental charges which are not due or the validity of which is being diligently contested in good faith by or on behalf of North Bay,

(ii)  

liens incurred or created in the ordinary course of business as security in favor of the person who is conducting the development or operation of the JV Lands to which such liens relate for North Bay’s proportionate share of the costs and expenses of such development or operation,

(iii)  

mechanics', builders' and materialmen's liens in respect of services rendered or goods supplied for which payment is not due,

(iv)  

easements, rights of way, servitudes and other similar rights in land (including without limitation rights of way and servitudes for highways and other roads, railways, sewers, drains, gas and oil pipelines, gas and water mains, electric light, power, telephone, telegraph and cable television conduits, poles, wires and cables) which do not materially impair the use of the JV Lands affected thereby,

(v)  

the right reserved to or vested in any municipality or government or other public authority by the terms of any lease, license, franchise, grant or permit or by any statutory provision, to terminate any such lease, license, franchise, grant or permit or to require annual or other periodic payments as a condition of the continuance thereof,

(vi)  

rights of general application reserved to or vested in any governmental authority to levy taxes on the or any of them or the income therefrom, and governmental requirements and limitations of general application as to production rates on the operations of any property, and

(vii)  

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 JV Lands; and

(e)  

"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:

(a)  

HMIT hereby agrees to pay to North Bay the sum of $50,000 US of common stock of HMIT, the number of shares to be determined by the 5-day average bid price at closing, upon execution of this Agreement, such payment not to be refunded to HMIT under any circumstances; and

(b)  

It is mutually agreed by the parties that any payments to North Bay or on behalf of the Project as a whole shall be immediately deducted and repaid from any net revenue generated from the JV Lands, the balance of the net profits of which shall be divided equally between North Bay and HMIT on a 50/50 basis.

(a)  

By January 26, 2009, HMIT will spend a minimum aggregate of $10,487.39 on expenditures, to be applied to minimum work fees as required by the Province of British Columbia to maintain title to the JV Lands in good standing, including drilling and related geological work on or for the benefit of the JV Lands in accordance with the Work Program. ("Initial Assessment"). All expenditures in excess of the Initial Assessement requirements will be applied against Phase I expenditure requirements; and

(b)  

By January 26, 2010, HMIT will spend a minimum aggregate of $10,487.39 on expenditures, to be applied to minimum work fees as required by the Province of British Columbia to maintain title to the JV Lands in good standing, including drilling and related geological work on or for the benefit of the JV Lands in accordance with the Work Program.. ("Phase I"). All expenditures in excess of the Phase I requirements will be applied against Phase II expenditure requirements; and

(c)  

By January 26, 2010 and each calendar year thereafter, HMIT will spend an aggregate of $20,974.77 in expenditures, to be applied to minimum work fees as required by the Province of British Columbia to maintain title to the JV Lands in good standing, including drilling and related geological work on or for the benefit of the JV Lands in accordance with the Work Program.. ("Phase II").

(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 JV Lands, and such interests are free of any liens, claims, charges, security interests or encumbrances of any kind whatsoever, except for the Permitted Encumbrances;

(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 JV Lands, or which might reasonably be expected to result in a material impairment or loss of the JV Lands, or the proposed disposition of interest in the JV Lands;

(d)  

North Bay is in material compliance with all applicable laws, rules, regulations, orders and statutes applicable to it, the interest in the JV Lands or the operation of the JV Lands, 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 letter 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)  

HMIT is duly incorporated and is validly subsisting under the laws of the State of Nevada;

(b)  

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

(c)  

HMIT has the requisite power, capacity and authority to enter into this letter 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 HMIT for and shall, in addition, indemnify HMIT from and against, all losses, costs, claims, damages, expenses and liabilities suffered, sustained, paid or incurred by HMIT 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 HMIT in connection with any representation or warranty contained in Section 7 if and to the extent that HMIT did not rely upon such representation or warranty.

(b)  

HMIT 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 HMIT 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 HMIT in respect of any losses, costs, claims, damages,

  

expenses and liabilities suffered, sustained, paid or incurred by HMIT in respect of which HMIT 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,

(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 JV Lands in Parties' possession or control, including soil samples, and all records and files relating to the JV Lands 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 JV Lands; and

(d)  

cooperate fully with each other in conducting exploration and in obtaining any surface and other rights on or related to the JV Lands as is reasonably required.

The provisions contained in any and all documents and agreements collateral hereto shall at all times be read subject to the provisions of this Agreement and, in the event of conflict, the provisions of this Agreement shall prevail.  No amendments shall be made to this Agreement unless in writing, executed by the Parties.  This Agreement supersedes all other agreements, documents, writings and verbal understandings between the Parties relating to the subject matter hereof and expresses the entire agreement of the Parties with respect to the subject matter hereof.

(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.

Area (ha)

574370

Mineral

GOLD HILL

20090123

1687.116

574627

Mineral

GOLD HILL 2

20090126

696.381

Total Area: 2383.497 ha