nilam_8k-ex1001.htm


    EXHIBIT
10.1

b

    NILAM
RESOURCES INC

    503-42
CAMDEN STREET

     TORONTO,
ONTARIO, CANADA

    M5V
1V1

     

    
    

     

    
      	 	 	
              June 5,
      2008

            


    

     

     

    Mr. Ian
G. Park, President

    
      Caribbean
Copper (Belize) Limited

      208 King
Street East

      Toronto,
Ontario, Canada

      M5C
1B5

      


      Re: Letter of
Intent:  Purchase of Cobre y Oro de Colombia S.A.

      


      Mr.
Park:

      


      Nilam
Resources Inc ("NILAM") is pleased to present the proposed terms of an offer to
Caribbean Copper (Belize) Limited ("CCBL") for acquiring all of the outstanding
shares of CCBL's  Colombian subsidiary, Cobre y Oro de Colombia S.A.
("COC").    NILAM intends to enter into a Definitive
Agreement by June 13, 2008 and close the transaction by June 24,
2008.

      


      Of
particular interest is the Quinchia property located 100 km SSE of the city of
Medellin, Colombia.  The Quinchia property is currently under an
agreement (the "AGA-COC Agreement") signed in November 2007 between Anglo Gold
Ashanti (AGA) and COC pursuant to which COC has the right to acquire a 100%
interest of the said property.

      


      The
proposed terms of the agreement are as follows.  In consideration for
the transfer of 100% of the issued and outstanding shares of Cobre y Oro de
Colombia, S.A.:

       

      
        	
                1.  
        

              	
                NILAM
      shall pay to CCBL a total of US$3,000,000 by bank draft or certified
      cheque to complete the purchase in immediately available funds on or
      before 5:00 p.m. Toronto time on June 24, 2008, of which US$500,000 shall
      be paid as a non-refundable deposit into the trust account of CCBL's
      attorney, Kutkevicius Kirsh, LLP, on or before 5:00 p.m. Toronto time on
      June 13, 2008, upon signing of the Definitive Agreement. Failure by NILAM
      to pay the deposit for any reason by 5:00 p.m. Toronto time by the
      deadline date of June 13, 2008 shall render this letter of intent null and
      void and the parties shall have no further obligations to each other
      hereunder.

              


      

      


      
        	
                2.  
        

              	
                It
      shall be a condition of the closing of the purchase and sale transaction
      contemplated herein that NILAM shall have executed or caused to be
      executed all necessary documentation and done all such acts and things as
      shall be necessary to transfer the ownership of COC's Sierra Nevada
      property following closing to CCBL or a company designated by CCBL, at no
      cost to CCBL, should that transfer not have been completed by COC prior to
      closing.

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        NILAM
RESOURCES INC

        503-42
CAMDEN STREET

         TORONTO,
ONTARIO, CANADA

        M5V
1V1

         

      

      
        	
                3.  
        

              	
                It
      shall also be a condition of the closing of the purchase and sale
      transaction contemplated herein that at closing NILAM shall grant to CCBL
      a 2.5% net smelter return royalty, in form acceptable to CCBL, on
      production of any gold, silver or other metals extracted from the
      properties indirectly being transferred
herein.

              


      

      


      
        	
                4.  
        

              	
                It
      shall further be a condition of the closing of the purchase and sale
      transaction contemplated herein that the Definitive Agreement will contain
      a provision requiring NILAM and COC to provide CCBL with notice 21 days
      prior to the due date for any payment to AGA or the underlying property
      owners as required by the AGA-COC Agreement and advising as to whether any
      such payment is fully funded and accompanied by sufficient evidence of
      such full funding. In the event the notice fails to indicate that such
      payment is fully funded, CCBL shall be entitled to elect, by notice in
      writing to NILAM, to make the required payment, after which the AGA-COC
      Agreement and all rights and obligations thereunder shall automatically
      and without any further action of the parties be assigned to CCBL or a
      designated affiliate.

              


      

      


      NILAM
understands that in order for COC to earn 51% of the Quinchia property, it must
complete all remaining payments to Juan David Uribe and Silvia Rios, the third
party property owners as described in the AGA-COC Agreement, which total US$
2,920,000 on the following dates:

       

      
        	
                July 6
      2008:

              	US
  $700,000
	
                January 6
      2009:

              	US
  $750,000
	
                July 6
      2009:

              	US
    $1,470,000


      

       

      NILAM
further understands that in order to earn the remaining 49% of the Quinchia
property (100% total), COC must:

      


      
        	
                ·    
        

              	
                Conduct before
      July 06th,
      2011 a feasibility study, and

              


      

      
        	
                ·    
        

              	
                pay
      to the third party owners a final payment of US$ 4,500,000;
      and,

              


      

      
        	
                ·    
        

              	
                pay
      US$ 2,500,000 in cash to AGA or issue to them an equivalent value in
      common shares

              


      

      


      It is
understood that all mining concessions constituting the Quinchia project are
duly registered in Colombia, and that no mortgage, underlying agreements,
injunction or legal disputes others than the ones described herein, or in the
AGA-COC Agreement, are presently affecting the concessions.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      

        NILAM
RESOURCES INC

        503-42
CAMDEN STREET

         TORONTO,
ONTARIO, CANADA

        M5V
1V1

         

      

      This
letter of intent and the transactions contemplated herein are subject to all
necessary regulatory and third party approvals.

      


      Accepted
on __________________________

      


      


      By

      


       

      /s/ Mr. Ian G.
Park                                                     

      Mr. Ian
G. Park, President of CCBL

      


      


      


      By

      
/s/ Mr. Vare
Grewal                                                   

      Mr. Vare
Grewal, CFO of NILAM

      


      


      


      


      Copy
to:

      


      Mr. Alain
Vachon, President of NILAM

      


      Mr. Len
De Melt, Chairman of NILAM

       

       

      3