form8k053008ex10-15.htm


    ASSIGNMENT
AND ASSUMPTION AGREEMENT

    


    This Assignment and Assumption
Agreement (this “Agreement”) is made and entered into as of May 30, 2008, by and
between American Goldfields Inc., a Nevada corporation (the “Assignor”), and
Patriot Gold Corp., a Nevada corporation (the “Assignee”).

    


    WHEREAS, the Assignor is the Optionee
pursuant to the Property Option Agreement dated June 30, 2004 (the “Property
Agreement”’ capitalized terms used herein not otherwise defined shall have the
meanings ascribed to such terms in the Property Agreement) between MinQuest Inc.
(the “Optionor”) and the Assignor;

    


    WHEREAS, the Assignor wishes to assign
to the Assignee, and Assignee wishes to assume from Assignor, all of the rights
and obligations of the Assignor provided for in the Property Agreement, for such
consideration and on such terms as set out below;

    


    WHEREAS, pursuant to Section 7 of the
Property Agreement, such assignment shall be permitted in accordance with the
Property Agreement;

    


    NOW THEREFORE, in consideration of the
above premises and the mutual representations, warranties, covenants and
agreements hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties agree
as follows:

    


    1.           Purchase Price.
Simultaneous with the execution and delivery of this Agreement, the Assignee is
paying the Assignor the sum of US$250,000, which amount shall represent full
payment and satisfaction for the assignment by the Assignor to the Assignee of
the Property Agreement and all rights and obligations with respect
thereto.

    


    2.           Assignment of Property
Agreement.  The Assignor hereby assigns to the Assignee all of
its right, title and interest in, to and under the Property
Agreement.

    


    Included in said assignment shall be,
without limitation, all sums incurred by the Assignor in connection with the
Property, specifically (i) the refunding of the reclamation bond previously paid
by the Assignor to the Bureau of Land Management in Nevada in the amount of USD
$13,255.62, as indicated by Exhibit
A annexed hereto; (ii) the USD $276,944 of Expenditures incurred by the
Assignor prior to the date hereof; and (iii) the USD $120,000 paid to the
Optionor as property option payments. Annexed to this Agreement as Exhibit
B is be a list of all spending credits and Expenditures incurred by the
Assignor prior to the date hereof, certified by the chief financial officer of
the Assignor.

    


    3.           Assumption of
Obligations.  The Assignee hereby expressly assumes and agrees
to perform all duties and obligations of the Assignor arising under the Property
Agreement from and after the date hereof.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    4.           Representations of the
Assignor.

    


    The
Assignor hereby represents and warrants to the Assignee the
following:

    


    (a) The
Assignor is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada, with full power and authority to own,
lease, use and operate its properties and to carry on its business as and where
now owned, leased, used, operated and conducted.

     

    (b) The
Assignor has the absolute and unrestricted right, power, legal capacity and
authority to enter into and perform its obligations under this Agreement, to
carry out its obligations hereunder and to consummate the transactions
contemplated hereby. Assuming the due authorization, execution and delivery by
the Assignee, this Agreement, when executed and delivered by the Assignee, will
be a valid and binding obligation of the Assignor, enforceable against it in
accordance with its terms. This Agreement has been duly executed and delivered
by the Assignor.

     

    (c)           Neither
the execution and delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, will conflict with, or (with or without notice
or lapse of time, or both) result in a termination, breach or violation of (i)
any instrument, contract or agreement to which the Assignor is a party or by it
is bound, or (ii) any federal, state, local or foreign law, ordinance, judgment,
decree, order, statute, or regulation, or that of any other governmental body or
authority, applicable to the Assignor or the Property.

    


    (d)           The
Assignor is the sole Optionee under the Property Agreement, and no other party
has any lien, charge, claim, option, preferential arrangement or restrictions of
any kind, on the Property or pursuant to the Property Agreement.  Upon the consummation
of the transactions contemplated hereby, the Assignee will have full title and
interest in the Property Agreement.

    


    (e)           The
transfer of the Property Agreement to the Assignee will not give rise to any
rights or claims by any third party, including without limitation, the
shareholders' of the Assignor.

    


    (f)           No
consents, permits or other approvals of any kind are necessary in order to
transfer the Property Agreement to the Assignee.

    


    (g)           Neither
the Assignor nor any of its affiliates is party to or threatened with, any
litigation, suit, action, investigation, proceeding or controversy before any
court, administrative agency or other governmental authority relating to or
affecting the Property Agreement, the Property or the Assignor.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (h)           The
amounts set forth in Exhibits A and B are true, correct and complete, and the
invoices and receipts attached to said exhibits accurately and truthfully set
forth the details of the amounts set forth therein.

    


    5.           Representations of the
Assignee.

    


    The
Assignee hereby represents and warrants to the Assignor the
following:

    


    (a)           The
Assignee is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada, with full power and authority to own,
lease, use and operate its properties and to carry on its business as and where
now owned, leased, used, operated and conducted.

     

    (b)           The
Assignee has the absolute and unrestricted right, power, legal capacity and
authority to enter into and perform its respective obligations under this
Agreement, to carry out its obligations hereunder and to consummate the
transactions contemplated hereby. This Agreement has been duly executed and
delivered by the Assignor.

     

    (c)           No
filing with, authorization from or consent or approval of any governmental body,
agency, official or authority or any other third party is necessary or required
to be made or obtained to enable the Assignee to enter into, and to perform its
obligations under, this Agreement.

     

    (d)           Assuming
the due authorization, execution and delivery by the Assignor, this Agreement,
when executed and delivered by the Assignee, will be a valid and binding
obligation of the Assignee, enforceable against it in accordance with its
terms.

     

    (e)           Neither
the execution and delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, will conflict with, or (with or without notice
or lapse of time, or both) result in a termination, breach or violation of (i)
any instrument, contract or agreement to which the Assignee is a party or by
which it is bound, or (ii) any federal, state, local or foreign law, ordinance,
judgment, decree, order, statute, or regulation, or that of any other
governmental body or authority, applicable to the Assignee or its assets or
properties.

    


    (f)           As
of the date hereof, there are no liabilities, obligations, debts or payments
directly or indirectly owed to any third party, including without limitation,
the Optionor, by the Assignor as a result of, or related to, the Property or the
Property Agreement.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    6.           Indemnification.   The Assignor shall
indemnify and hold harmless Assignee and its officers, directors, shareholders,
employees, trustees, agents, beneficiaries, affiliates, representatives and
their successors and assigns from and against any and all damages, losses,
liabilities, taxes and costs and expenses (including, without limitation,
attorneys’ fees and costs) resulting directly or indirectly from (a) any
inaccuracy, misrepresentation, breach of warranty or nonfulfillment of any of
the representations and warranties of Assignor in this Agreement or in any
certificate or document delivered by the Assignor, pursuant to this
Agreement, or any actions, omissions or statements of fact inconsistent
with in any material respect any such representation or warranty, (b) any
failure by the Assignor to perform or comply with any agreement, covenant or
obligation in this Agreement or in any certificate or document delivered or to
be performed by or complied with pursuant to the terms of this Agreement, (c)
any claims made by a third party against the Assignee based upon an obligation,
act or omission of the Assignor prior to the date hereof, (d) taxes attributable
to the Assignor prior to the date hereof, (e) any claim made at any time by any
governmental body in respect of the business of the Assignor for all periods
prior to the date hereof, (f) any debt, claim, liability or obligation of the
Assignor prior to the date hereof, or (g) any litigation, action, claim,
proceeding or investigation by any third party relating to or arising out of the
business or operations of the Assignor prior to the date hereof.

    


    The Assignee shall indemnify and hold
harmless Assignor and its officers, directors, shareholders, employees,
trustees, agents, beneficiaries, affiliates, representatives and their
successors and assigns from and against any and all damages, losses,
liabilities, taxes and costs and expenses (including, without limitation,
attorneys’ fees and costs) resulting directly or indirectly from (a) any
inaccuracy, misrepresentation, breach of warranty or nonfulfillment of any of
the representations and warranties of Assignee in this Agreement or in any
certificate or document delivered by the Assignee, pursuant to this
Agreement, or any actions, omissions or statements of fact inconsistent
with in any material respect any such representation or warranty, (b) any
failure by the Assignee to perform or comply with any agreement, covenant or
obligation in this Agreement or in any certificate or document delivered or to
be performed by or complied with pursuant to the terms of this Agreement, (c)
any claims made by a third party against the Assignor based upon an obligation,
act or omission of the Assignee after to the date hereof, (d) taxes attributable
to the Assignee after the date hereof, (e) any claim made at any time by any
governmental body in respect of the business of the Assignee for all periods
after the date hereof, (f) any debt, claim, liability or obligation of the
Assignee prior to the date hereof, or (g) any litigation, action, claim,
proceeding or investigation by any third party relating to or arising out of the
business or operations of the Assignee after the date hereof.

     

    All representations, warranties,
covenants and agreements of the parties contained herein or in any other
certificate or document delivered pursuant hereto shall survive the date hereof
for three years from the date hereof.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    7.           Power of
Attorney.  The Assignor hereby constitutes and appoints the
Assignee its true, lawful and irrevocable attorney to demand, receive and
enforce the performance of the terms of the Property Agreement or to otherwise
deal in respect of the Property Agreement, and to give receipts, releases and
satisfactions for the same, and this may be done either in the name of the
Assignor with the same force and effect as Parent could do if this Agreement had
not been made.

    


    8.           Miscellaneous.

    


    (a)           This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of Nevada.

    


    (b)           If
any covenant or agreement contained herein, or any part hereof, is held to be
invalid, illegal or unenforceable for any reason, such provision will be deemed
modified to the extent necessary to be valid, legal and enforceable and to give
effect of the intent of the parties hereto.

    


    (c)           This
Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof.  This Agreement supersedes all prior
agreements between the parties with respect to the subject matter hereof or
thereof.  There are no representations, warranties, covenants or
undertakings with respect to the subject matter hereof other than those
expressly set forth herein or in the other agreements referenced
herein.

    


    (d)           This
Agreement may not be amended or modified except by the express written consent
of the parties hereto.  Any waiver by the parties of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach thereof or of any other provision.

    


    (e)           This
Agreement shall be binding upon, inure to the benefit of, and be enforceable by
the parties hereto and their respective successors and permitted
assignees.

    


    (f)           The
parties hereto intend that this Agreement shall not benefit or create any right
or cause of action in or on behalf of any person other than the parties
hereto.

    


    (g)           The
parties agree that this Agreement shall be deemed to have been jointly and
equally drafted by them, and that the provisions of this Agreement therefore
shall not be construed against a party or parties on the ground that such party
or parties drafted or was more responsible for the drafting of any such
provision(s). The parties further agree that they have each carefully read the
terms and conditions of this Agreement, that they know and understand the
contents and effect of this Agreement and that the legal effect of this
Agreement has been fully explained to its satisfaction by counsel of its own
choosing.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (h)           The
parties hereto agree to execute and deliver such further documents and
instruments and to do such other acts and things any of them, as the case may
be, may reasonably request in order to effectuate the transactions contemplated
by this Agreement.

    


    (i)           This
Agreement may be executed in counterparts and by facsimile, each of which shall
be deemed an original and all of which together shall constitute one and the
same instrument.

    


    


    IN
WITNESS WHEREOF, each of the undersigned has caused this Agreement to be
executed by its duly authorized officer or representative as of the date first
above written.

    


    AMERICAN GOLDFIELDS INC.

    


    


    _/s/_Donald Neal_______

    Name:  Donald
Neal

    Title:  President and
CEO

    Address:  200-4170 Still
Creek Drive, Burnaby, B.C., Canada, V5C 6C6

    


    


    PATRIOT GOLD CORP.

    


    


    By: _/s/_Robert Coale___

    Name:  Robert
Coale

    Title:  President and
CEO

    Address:  501-1775 Bellevue
Ave., West Vancouver, B.C., Canada, V7V 1A9

    


    


    


    AGREED
AND ACKNOWLEDGED:

    


    


    _/s/_Richard
Kern___

    Richard
Kern

    MinQuest
Inc.

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A

    


    Reclamation
bond paid to the Bureau of Land Management in Nevada of USD
$13,255.62.

    


    Exhibit
B

    


    Spending
credits related to Work Programs as defined in the Property Agreement totaling
USD $276,944 have been incurred by the Assignor since acquiring the Imperial
Property.