Mineral Agreement dated August 27, 2009

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Exhibit A

The “Property” Defined

          The “Property” consists of the following unpatented lode mining claims situated in Inyo County, California, the names of which, the serial number assigned by the California State Office of the Bureau of Land Management and the place of record of the location notice thereof in the official records of Inyo County are as follows:

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Exhibit B

Transfer Deed

MINING DEED
(With Reservation of Royalty)

          This Mining Deed (“Deed”) is made effective as of __________________, 2009, by and between STEVEN VAN ERT, an unmarried man, and NOEL COUSINS, an unmarried man (“Grantor”), and SUNGRO MINERALS INC., a Nevada corporation, whose address is __________ ____________________________(“Grantee”).

WITNESSETH

          For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor and Grantee undertake and agree as follows:

          1.           Conveyance of Mining Claims. Grantor hereby quitclaims to Grantee the unpatented lode mining claims described in Exhibit 1 attached hereto and by reference made a part hereof (the “Claims”), together with any improvements located thereon, any ores, minerals, waste dumps, tailings materials and mineral rights belonging or in any way appertaining thereto, and any water rights, easements, rights-of-way, access rights and other appurtenances thereto; RESERVING, however, unto Grantor the Royalty and related rights set forth in Section 3 hereof.

          2.           Representations and Warranties. Grantor makes no representations or warranties regarding the validity or ownership of the Claims. Grantee represents and warrants to Grantor that Grantee has the full right, power and capacity to enter into and perform this Deed upon the terms set forth herein, and doing so will not be in breach of any other agreement to which Grantee is a party. Grantee is a corporation in good standing under the laws of Nevada. All corporate and other actions required to authorize Grantee to enter into and perform this Deed have been properly taken. The person signing this Deed for Grantee has proper corporate authority to do so.

          3.           Reservation of Royalty. Grantor reserves, and Grantee agrees to pay, a four percent (4.0%) net smelter returns production royalty from any production and sale of minerals from the Claims, to be determined and paid in accordance with the provisions of Exhibit 2 attached hereto and by reference made a part hereof (the “Royalty”), which Royalty shall run with the Claims (including any amendments or relocations thereof) and the land within the Claims and shall be binding upon Grantee and any and all successors to Grantee, such that Grantor shall be entitled to the Royalty regardless of who owns or mines the Claims.

          4.           Survival of Mineral Agreement. This Deed is given pursuant to that certain Mineral Agreement dated effective August __, 2009, by and between Grantor and Grantee 38

(“Mineral Agreement”), the terms and conditions of which shall survive the execution and delivery of this Deed.

          5.           Construction. This Deed shall be construed in accordance with and governed by the laws of the State of California without regard for choice of laws or conflict of laws principles that would require or permit the application of the laws of any other jurisdiction.

          6.           Binding Effect. This Deed shall inure to the benefit of and be binding upon the parties and their respective successors and assigns.

          7.           Execution. This Deed may be executed in counterparts, all of which taken together shall constitute a single and complete instrument.

          IN WITNESS WHEREOF, Grantor and Grantee have executed this Deed on the dates indicated in the acknowledgements below, but effective as of the date first set forth above.

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          On this ______ day of ______________, 2009, personally appeared before me, a Notary Public, STEVEN VAN ERT, who acknowledged that he executed the above instrument.

          On this ______ day of ______________, 2009, personally appeared before me, a Notary Public, NOEL COUSINS, who acknowledged that he executed the above instrument.

          On this ______ day of _______________, 2009, personally appeared before me, a Notary Public, Mal Bains, the sole director and officer of ___________________, who acknowledged that he executed the above instrument on behalf of said corporation.

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Exhibit 1

Claims

[Describe claims]

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Exhibit 2

Royalty

[parallel provisions of Agreement]
[End]

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Exhibit C

Reconveyance Deed

AFTER RECORDING, PLEASE RETURN TO:
Steven Van Ert
P.O. Box 3785
Chatsworth, CA 91313

MINING DEED

          For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, SUNGRO MINERALS INC., a Nevada corporation (“Grantor”) hereby conveys to STEVEN VAN ERT (an unmarried man whose address is P.O. Box 3785, Chatsworth, California 91313) an undivided eighty-five percent (85.0%) interest, and to NOEL COUSINS (an unmarried man whose address is P.O. Box 37061, Tucson, Arizona 85740) an undivided fifteen percent (15.0%) interest, as tenants in common (collectively, “Grantees”), in and to all of the unpatented lode mining claims described in Exhibit 1 attached hereto and by reference made a part hereof (the “Claims”), which Claims are located in Inyo County, California, together with any improvements located thereon, any ores, minerals, waste dumps, tailings materials and mineral rights belonging or in any way appertaining thereto, and any water rights, easements, rights-of-way, access rights and other appurtenances thereto.

          Grantor warrants that the Claims are free and clear of any liens, claims or encumbrances arising by, through or under Grantor. Grantor further warrants that it has the full right, power and capacity to execute and deliver this Mining Deed; that doing so will not be in breach of any agreement to which Grantor is a party; that Grantor is a corporation in good standing under the laws of Nevada; that all corporate and other actions required to authorize Grantor to execute and deliver this Mining Deed have been properly taken; and that the person signing this Mining Deed for Grantor has proper corporate authority to do so as Grantor’s Chief Executive Officer.

          This Mining Deed is executed and delivered pursuant to that certain Mineral Agreement dated effective August 1, 2009, by and between Grantor and Grantees, the terms and conditions of which shall survive the execution and delivery of this Mining Deed.

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          IN WITNESS WHEREOF, Grantor has caused this Mining Deed to be executed by its duly authorized representative on the date indicated in the acknowledgement below, to be effective as of that date.

          On this ______ day of _______________, 2009, personally appeared before me, a Notary Public, Mal Bains, the sole director and officer of _________________, who acknowledged that he executed the above instrument on behalf of said corporation.

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Exhibit 1

Claims

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Exhibit D

Royalty Conveyance

AFTER RECORDING, PLEASE RETURN TO:

CONVEYANCE OF ROYALTY INTEREST

          This Conveyance of Royalty Interest is made this _____ day of __________________, 200___, by and between STEVEN VAN ERT (an unmarried man) as to an eighty-five percent (85.0%) undivided interest, and NOEL COUSINS (an unmarried man) as to a fifteen percent (15.0%) undivided interest (“Grantor”), and SUNGRO MINERALS INC., a Nevada corporation (“Grantee”).

WITNESSETH

          A.           Grantor and Grantee are parties to that certain Mineral Agreement dated effective August 1, 2009 (the “Agreement”) involving the unpatented lode mining claims described in Exhibit 1 attached hereto and by reference made a part hereof (the “Property”), a memorandum of which was recorded in the Inyo County, California, real property records on _______________, 2009, as Reception No. _____, in Book ______, at Page _____. The Property is located in Inyo County, California. All capitalized terms used in this document shall have the meanings ascribed to them in the Agreement, unless otherwise defined in this document.

          .           Pursuant to the Agreement, Grantee agreed to pay to Grantor a production Royalty of four percent (4.0%) of Net Smelter Returns upon all Minerals mined and removed from the Property [NTD: not consistent with the other definition of the Royalty in the Mineral Agreement], and Grantee was given the option to reduce the Royalty payable to Grantor from four percent to two and one-half percent) for a consideration specified in the Agreement.

          C.           Grantor has elected to exercise its Royalty Reduction Election and Grantee has paid to Grantee the consideration required under the Agreement.

          NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor hereby conveys and assigns to Grantee a one and one-half percent (1.5%) Royalty and the parties agree that, from and after the date of this instrument, the Royalty shall be owned as follows:

Grantor owns a two and one-half percent (2.5%) Royalty, to be allocated eighty-five

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percent (85.0%) to Steven Van Ert and fifteen percent (15.0%) to Noel Cousins.

Grantee owns a one and one-half percent (1.5%) Royalty, which shall be deemed to have terminated by merger of said Royalty interest with and into Grantee’s ownership of the Property.

          Grantor’s conveyance is made without any warranties or representations except that the Royalty interest conveyed to Grantee is free and clear of any liens, claims or encumbrances arising by, through or under Grantor.

          IN WITNESS WHEREOF, Grantor and Grantee have executed this instrument on the dates indicated in the acknowledgements below, but effective as of the date first set forth above.

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Exhibit E

ESCROW AGREEMENT

THIS AGREEMENT made as of the _______day of _______, 2009.

AMONG:

STEVEN VAN ERT, a businessman, of P.O. Box 3785 Chatsworth,
CA, 91313

(“Van Ert”)

AND:

NOEL COUSINS, a businessman, of P.O. Box 37061, Tucson, AZ,
85740

(“Cousins”, collectively with Van Ert, the “Owners”)

AND:

SUNGRO MINERALS INC., a corporation organized under the laws of
Nevada

(“SMI”)

AND:

DECONCINI MCDONALD YETWIN & LACY, P.C. of 2525 East
Broadway, Suite 200, Tucson, AZ ###-###-####

(the “Escrow Agent”)

WHEREAS:

A.           By a mineral agreement dated effective August 1, 2009 (the “Mineral Agreement”) between the Owners and SMI, it was agreed that the Owners would transfer certain unpatented lode mining claims situated in Inyo County, California, known as the Conglomerate Mesa claims (the “Property”) and SMI would pay for the Property by issuing and delivering common shares in SMI (“SMI Shares”), of which, Two Hundred Thousand (200,000) are to be issued and delivered on the Closing Date and Two Million Three Hundred Thousand (2,300,000) (the “Escrow Shares”) are to be held in escrow pursuant to the terms of this Agreement;

B.           The Owners and SMI wish to appoint the Escrow Agent to accept, hold and deliver, pursuant to the terms of this Agreement the Escrow Shares;

C.           The Escrow Agent has agreed to facilitate the purchase and sale of the Property by acting as Escrow Agent on the terms and conditions set out in this agreement; and

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D.           The Owners and SMI have agreed that the Escrow Shares will be held by the Escrow Agent and released only in accordance with this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each, the parties hereto agree as follows:

2.                       DEPOSIT INTO ESCROW

2.1                     SMI will deliver the Escrow Shares to the Escrow Agent and the Escrow Agent will hold the Escrow Shares in escrow subject to the terms and conditions of this Agreement.

3.                       ESCROW PROVISIONS

3.1                     The Owners and SMI hereby direct the Escrow Agent to retain the Escrow Shares and not to cause anything to be done to release the same from escrow except in accordance with this Agreement. The Escrow Agent accepts its responsibilities hereunder and agrees to perform them in accordance with the terms hereof.

3.2                     The Escrow Agent will hold the Escrow Shares in escrow and will, unless prohibited by an order of a court of competent jurisdiction, deliver, the Escrow Shares as follows:

3.3                     All of the Escrow Shares described above shall be issued and delivered to the individual Owner in proportion to Owner’s interest as stated in the Mineral Agreement (that is 85% to Van Ert and 15% to Cousins).

3.4                     The Escrow Agent is authorized by each of the Owners and SMI to make the deliveries required by Section 3.2 of this Agreement.

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4.                       ESCROW AGENT

4.1                     In exercising the rights, duties and obligations prescribed or confirmed by this Agreement, the Escrow Agent will act honestly and in good faith and will exercise that degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

4.2                     Each of the Owners and SMI agree from time to time and at all times hereafter well and truly to save, defend and keep harmless and fully indemnify the Escrow Agent, its successors and assigns from and against all loss, costs, charges, suits, demands, claims, damages and expenses which the Escrow Agent, its successors or assigns may at any time or times hereafter bear, sustain, suffer or be put unto for or by reason or on account of its acting pursuant to this Agreement or anything in any manner relating thereto or by reason of the Escrow Agent’s compliance in good faith with the terms hereof.

4.3                     In case proceedings should hereafter be taken in any court respecting any of the Escrow Shares, the Escrow Agent will not be obliged to defend any such action or submit its rights to the court until it has been indemnified by other good and sufficient security in addition to the indemnity given in Clause 4.2 against its costs of such proceedings.

4.4                     The Escrow Agent will have no responsibility in respect of loss of any of the Escrow Shares except the duty to exercise such care in the safekeeping thereof as it would exercise if the Escrow Shares belonged to the Escrow Agent. The Escrow Agent may act on the advice of counsel but will not be responsible for acting or failing to act on the advice of counsel.

4.5                     The Escrow Agent will not be bound in any way by any contract between the other parties hereto whether or not it has notice thereof or of its terms and conditions and the only duty, liability and responsibility of the Escrow Agent will be to hold the Escrow Shares as herein directed and to pay and deliver the same to such persons and other such conditions as are herein set forth. The Escrow Agent will not be required to pass upon the sufficiency of any of the Escrow Shares or to ascertain whether or not the person or persons who have executed, signed or otherwise issued or authenticated the said documents have authority to so execute, sign or authorize, issue or authenticate the said documents or any of them, or that they are the same persons named therein or otherwise to pass upon any requirement of such instruments that may be essential for their validity, but it shall be sufficient for all purposes under this Agreement insofar as the Escrow Agent is concerned that the said documents are deposited with it as herein specified by the parties executing this Agreement with the Escrow Agent.

4.6                     In the event that any of the Escrow Shares are attached, garnished or levied upon under any court order, or if the delivery of such property is stayed or enjoined by any court order or if any court order, judgment or decree is made or entered affecting such property or affecting any act by the Escrow Agent, the Escrow Agent may, in its sole discretion, obey and comply with all writs, orders, judgments or decrees so entered or issued, whether with or without jurisdiction, notwithstanding any provision of this Agreement to the contrary. If the Escrow Agent obeys and complies with any such writs, orders, judgments or decrees, it will not be liable to any of the parties hereto or to any other person, form or corporation by reason of such compliance, notwithstanding that such writs, orders, judgments or decrees may be subsequently reversed, modified, annulled, set aside or vacated.

4.7                     Except as herein otherwise provided, the Escrow Agent is authorized and directed to disregard in its sole discretion any and all notices and warnings which may be given to it by any of the parties hereto or by any other person, firm, association or corporation. It will, however, at its sole discretion, obey the order, judgment or decree of any court of competent jurisdiction, and it is hereby authorized to comply with and obey such orders, judgments or decrees and in case of such compliance, it shall not be liable by reason thereof to any of the parties hereto or to any other person, firm, association or

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corporation, even if thereafter any such order, judgment or decree may be reversed, modified, annulled, set aside or vacated.

4.8                     If the Escrow Agent receives any valid court order contrary to the instructions contained in this Agreement, the Escrow Agent may continue to hold all or any of the Escrow Shares until the lawful determination of the issue between the parties hereto.

4.9                     If written notice of protest is made by any of the Owners and/or SMI to the Escrow Agent to any action contemplated by the Escrow Agent under this Agreement, and such notice sets out reasons for such protest, the Escrow Agent may at its sole discretion continue to hold all or any of the Escrow Shares until the right to the documents is legally determined by a court of competent jurisdiction or otherwise.

4.10                   The Escrow Agent may resign as Escrow Agent by giving not less than five (5) days’ notice thereof to the Owners and SMI. The Owners and SMI may terminate the Escrow Agent by giving not less than five (5) days’ notice to the Escrow Agent. The resignation or termination of the Escrow Agent will be effective and the Escrow Agent will cease to be bound by this Agreement on the date that is five (5) days after the date of receipt of the termination notice given hereunder or on such other date as the Escrow Agent, the Owners and SMI may agree upon. All indemnities granted to the Escrow Agent herein will survive the termination of this Agreement or the termination or resignation of the Escrow Agent. In the event of termination or resignation of the Escrow Agent for any reason, the Escrow Agent shall, within that five (5) days’ notice period deliver the Escrow Shares in its possession to the new escrow agent to be named by the Owners and SMI.

4.11                   Notwithstanding anything herein to the contrary, the Escrow Agent may act upon any written instructions given jointly by the Owners and SMI.

4.12                   Notwithstanding anything to the contrary contained herein, in the event of any dispute arising between any of the Owners and/or SMI, this Agreement or any matters arising thereto, the Escrow Agent may in its sole discretion deliver and interplead all or any of the Escrow Shares into court and such delivery and interpleading will be an effective discharge to the Escrow Agent.

5.                       FEES

5.1                     The Owners will pay all of the compensation of the Escrow Agent and will reimburse the Escrow Agent for any and all reasonable expenses, disbursements and advances made by the Escrow Agent in the performance of its duties hereunder, including reasonable fees, expenses and disbursements incurred by its counsel.

6.                       GENERAL

6.1                     Except as herein otherwise provided, no subsequent alteration, amendment, change, or addition to this Agreement will be binding upon the parties hereto unless reduced to writing and signed by the parties.

6.2                     This Agreement will enure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators and successors.

6.3                     The parties will execute and deliver all such further documents, do or cause to be done all such further acts and things, and give all such further assurances as may be necessary to give full effect to the provisions and intent of this Agreement.

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6.4                     This Agreement will be governed by and construed in accordance with the laws of the laws of the State of California.

6.5                     It is understood and agreed by the parties to this Agreement that the only duties and obligations of the Escrow Agent are those specifically stated herein and no other.

6.6                     This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Agreement may be executed by delivery of executed signature pages by fax and such fax execution will be effective for all purposes.

IN WITNESS WHEREOF the parties have caused this Agreement to be executed as of the day and year first written above.