Exhibit10.1 ASSIGNMENTAGREEMENT

A.   

COASTAL is party to a mineral property purchase and joint venture agreement (the “Maxore Agreement”) dated August 2, 2007 between itself and Maxore Minerals Corp. (“Maxore”) whereby it has the right and option to acquire an undivided 50% right, title and interest in and to certain mineral claims in the Athabasca region (the “Property”) as described more particularly in Schedule “A” attached hereto.

B.   

COASTAL wishes to assign to Vanguard, and Vanguard wishes to acquire, any and all interest of COASTAL in and to the Maxore Agreement as related to mineral claim S-110476  only (the “Assigned Properties”) in consideration of the issuance to COASTAL of 4,000,000 common shares of Vanguard and cash in amount of CAD$ 250,000.00 payable to COASTAL or to the third party by COASTAL request  in further consideration of Vanguard assuming all financial obligations (including obligations to fund the joint venture under the Maxore Agreement) of COASTAL under the Maxore Agreement.

C.   

Maxore has consented, by way of its execution of this Agreement below, to the assignment of COASTAL’s interest in and to the Maxore Agreement to Vanguard.

 

(a)

under the terms of an agreement (the “Maxore Agreement”) dated the 2nd day of August, 2007, it has the right to acquire, from Maxore Minerals Corp. (“Maxore”)

 

(b)

save and except as concerns its agreements with Vanguard and with Maxore, to the best of COASTAL’s knowledge, Maxore holds the Property free and clear of all liens, charges and claims of others;

 

(d)

the Property has been, or to the best of the knowledge of COASTAL has been, duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the Province of Saskatchewan and the claims are in good standing in the Province of Saskatchewan as of the date of this Agreement;

 

(e)

COASTAL is duly incorporated under the laws of its incorporating jurisdiction and is a valid and subsisting company in good standing under those laws;

 

(f)

COASTAL has, provided that Maxore consents, the right to transfer, convey, option and assign its interest in the Assigned Properties and in the Maxore Agreement to Vanguard as contemplated in this Agreement;

 

(g)

there are no adverse claims or challenges against or to COASTAL’s interest in the Property and the Maxore Agreement, nor to the knowledge of COASTAL is there any basis therefor, and to COASTAL’s knowledge, there are no outstanding agreements or options to acquire or purchase the Property or any portion thereof other than the Maxore Agreement and an agreement between Maxore and Vanguard executed concurrently therewith (and after amended);

 

(h)

COASTAL has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with 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 under the provisions of any indenture, agreement or other instrument whatsoever to which COASTAL is a party or to which it is subject; and

 

(i)

no proceedings are pending, and COASTAL is unaware of any basis for, the institution of any proceedings which could lead to the placing of COASTAL in bankruptcy or insolvency, or in any position similar to bankruptcy, such that any person could claim an interest in and to the Property from Vanguard notwithstanding that Vanguard is at arm’s length with COASTAL and is entering into this Agreement for good and valuable consideration.