Filed by sedaredgar.com - Yellowcake Mining, Inc. - Exhibit 10.23






LETTER OF INTENT 

TRINITY SILVER PROJECT 

         
THIS LETTER OF INTENT (the “LOI”) is made this 1st day of September,
2009 (the “Effective Date”) by and between Yellowcake Mining, Inc., a Nevada
Corporation, (“YCMI”) and AuEx, Inc., a Nevada corporation (“AuEx” or “Company”)
-all collectively referred to as the “Parties”.

RECITALS 

         
AuEx is the lessee of the Trinity Silver Project (the “TSP”) owned by
Newmont Mining Corporation located in Pershing County, Nevada consisting of
unpatented mining claims, leased fee land and sub-leased fee land together with
all ores, minerals, surface and mineral rights, and the right to explore for,
mine and remove the same, and all water rights and improvements, easements,
licenses, rights-of way and other interests appurtenant thereto, all as more
particularly described on Exhibit “A” to this LOI (the Property). 

         
AuEx and YCMI now desire to enter into this LOI granting YCMI the
exclusive right to enter into an Exploration Earn-in Agreement (the “Agreement”)
to explore the Property and the exclusive right and option to acquire a 70%
undivided interest (the “Interest”) in the Property upon fulfillment of specific
conditions.

         
Now therefore, the parties have agreed as follows: 

	1. 	
      Representations, Warranties and
Covenants

	 	 	 
	1.1 	
      AuEx represents and warrants to YCMI that:

	 	 	 
		(a) 	
      the Property is accurately described in Exhibit “A”, is
      in good standing under the laws of the State of Nevada, and is free and
      clear of all liens and encumbrances;

	 	 	 
		(b) 	
      AuEx, Inc. is a company duly incorporated, validly
      existing and in good standing under the laws of its incorporating
      jurisdiction, and it has the requisite corporate power and capacity to
      carry on business as presently conducted and to enter into this
      Agreement;

	 	 	 
		(c) 	
      there are no outstanding agreements or options that
      contemplate the acquisition of the Property or any of the Interest by any
      other person, with the exception of “Clawback” or NSR royalty payable to
      Newmont Mining Corporation,

	 	 	 
		(d) 	
      AuEx is the sole lessee of a 100% interest in the
      Property and the ownership of the Property is accurately described in
      Exhibit “A” hereto;







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	 	(e) 	
      the entering into this Agreement and the performance of
      the obligations of AuEx hereunder will not conflict with any law
      applicable to it, nor conflict with, or result in a breach of or
      accelerate the performance required by, any contract or other commitment
      to which AuEx is a party or by which AuEx is bound;

	 	 	 
	 	(f) 	
      to the best of the knowledge, information and belief of
      AuEx, the Company has complied with all applicable environmental laws as
      they relate to the Property and there have been no breaches of nor
      liabilities caused or permitted to arise by AuEx under any applicable
      environmental laws relating to the Property and AuEx has not received
      notification from any person, including without limitation, any
      governmental authority of any potential breach or alleged breach of any
      applicable environmental laws relating to the Property or of any
      inspection or investigation or possible inspection or investigation by any
      governmental authority under any applicable environmental law relating to
      the Property and AuEx has not received any notification of the presence of
      any contaminates (including hazardous substances, dangerous goods,
      chemicals or toxic wastes) in the soil or water in, on or under the
      Property and AuEx has not been subject of any claims or incurred any
      expenses in respect of the presence of any contaminates in the soil water
      in, on or under the Property; and

	 	 	 
	 	(g) 	
      AuEx agrees to assist YCMI in obtaining all governmental
      licenses and permits required to carry out the exploration and mining
      operations on the Property as and when
necessary.




	1.2 	
      YCMI represents and warrants to AuEx that:

	 	 	 
		(a) 	
      YCMI is a company duly incorporated, validly existing and
      in good standing under the laws of Nevada, and it has the requisite
      corporate power and capacity to carry on business as presently conducted
      and to enter into this Agreement;

	 	 	 
		(b) 	
      the entering into this Agreement and the performance of
      the obligations of YCMI hereunder will not conflict with any law
      applicable to it, nor conflict with, or result in a breach of, or
      accelerate the performance required by any contract or other commitment to
      which it is a party or by which it is bound; and

	 	 	 
		(c) 	
      YCMI has full power, legal right and authority to execute
      and deliver this Agreement and to perform its obligations hereunder and
      the execution of this Agreement and the performance of its terms have been
      duly authorized by all necessary corporate actions on the part of YCMI and
      this Agreement has been duly executed and delivered by
  it.




	1.3 	
      Option Grant to Enter into an Exploration Earn-in
      Agreement: AuEx hereby agrees to grant to YCMI and YCMI agrees to
      acquire from AuEx, the exclusive right and option (the “Option”) to enter
      into an Exploration Earn-in Agreement to acquire a 70% undivided interest
      in the Trinity Silver Project (the “TSP”). The Option is entered into as
      of the Effective Date on this agreement and shall expire on November 1,
      2009.. During the Option period Yellowcake will reimburse AuEx for land
      holding costs for the Trinity Silver Property.







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	1.4 	
      Exploration Earn-in Agreement
  Requirements.

	 	 	 
		(a) 	
      On signing the earn in agreement: YCMI
      agrees to pay Owner $250,000 on signing the Agreement for partial
      reimbursement of the buyout provision of the Newmont lease agreement which
      AuEx shall commit to make prior to December 31, 2009.

	 	 	 
		(b) 	
      Work Expenditure Requirements in:

	 	 	 
			
      Year 1: $500,000 (to include data compilation and
      evaluation), a “best efforts” commitment to acquire the Hi Ho Ag claims,
      completion of a 43-101 resource report if not already completed. (Year 1
      expenditure is a firm obligation.)

	 	 	 
			
      Year 2: On the 1st anniversary of the
      agreement, pay to AuEx a second payment of $250,000 fulfilling
      reimbursement to AuEx for completion of the Newmont buyout, incur work in
      the amount of $1,000,000 (to include exploration and development drilling,
      metallurgical evaluation and the commencement of mine
permitting)

	 	 	 
			
      Year 3: Minimum work obligation of
    $1,000,000

	 	 	 
			
      Year 4: Minimum work obligation of
    $1,000,000

	 	 	 
			
      Year 5: Minimum work obligation of
    $1,000,000



Year 6: Minimum work obligation
$500,000 per year thereafter unless as operator YCMI decides not to expend
further funds in a particular year. 

All costs incurred on or for the
benefit of the Property for exploration and development work and Claims
maintenance shall be creditable against the Work Expenditure Requirements,
including; 
         
i)- salaries, wages and costs of benefits, labor expenses, fees and
travel and living expenses for YCMI’s employees and consultants employed
directly on or for the benefit of the
Property; 
         
ii)- costs and expenses of equipment, machinery, materials and
supplies; 
         
iii)- all payments to contractors for work on or for the benefit of the
Property; 
         
iv)- costs of sampling, assaying, metallurgical testing and analyses
and other costs incurred to determine the quantity and quality of minerals on
the
Property; 
         
v)- costs incurred to obtain approvals, consents, licenses, permits and
rights-of-way and other similar rights in connection with activities on the
Property; 
         
vi)- costs of annual assessment work and the filing and recording of
proof of performance of annual assessment
work; 
         
vii)- costs of annual claims
maintenance; 
         
viii)- all taxes and assessments levied against the Property;
and 
         
ix)- costs incurred in acquiring new properties within the Area of
Interest. 




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Any excess amounts expended in
furtherance of the Work Expenditure Requirement in any year may be carried
forward and applied to the succeeding year’s Work Expenditure Requirement. 

	1.5 	
      Transfer of Interest.

	 	 	 
		(a) 	
      Upon YCMI having made the payments set out above,
      fulfilled the Work Expenditure Requirements in accordance with the
      schedule set forth above to the earlier of (i) Year 5 and (ii) having
      completed preparation of a Bankable Feasibility Study, YCMI will have
      exercised the Option and will have earned a 70% undivided interest in the
      Property without any further act being required of it, whereupon AuEx will
      promptly execute and deliver to YCMI an assignment of a 70% interest in
      the Property to YCMI.

	 	 	 
		(b) 	
      Upon YCMI having acquired a 70% undivided interest in the
      Property, a formal joint venture agreement will be entered into by YCMI
      and AuEx generally in accordance with the Rocky Mountain Mineral Law
      Foundation, Exploration Development and Mine Operating Agreement (Model
      Form 5A), or as the partners hereafter agree. YCMI will be the operator of
      the joint venture.

	 	 	 
	1.6 	
      Termination or Forfeiture of Option.

	 	 	 
		(a) 	
      YCMI may terminate this Agreement to acquire a beneficial
      interest in the Property at any time by giving not less than 30 days prior
      written notice to that effect to the AuEx, except that YCMI must complete
      the Year 1 $500,000 work expenditure requirement prior to giving AuEx
      notice of termination. Upon expiry of the said 30 day notice period and on
      receipt of such notice by the AuEx, or if the Agreement is terminated
      pursuant to any other provision of this Agreement, the Agreement will be
      of no further force and effect. At any time YCMI may, at its option,
      terminate its interest in certain of the claims so long as those claims
      are returned to AuEx in good standing by August 1st of the year in which
      they are dropped. Should YCMI terminate its interest in the TSP prior to
      vesting the 70% interest but have incurred $3,000,000 or more in expenses,
      it shall be entitled to a 4% NSR royalty capped at twice its
      expenditures.

	 	 	 
		(b) 	
      In the event YCMI is in default in the observance or
      performance of any of YCMI’s covenants, agreements or obligations under
      this Agreement, the AuEx may give written notice of such alleged default,
      specifying the details of the same. YCMI shall have thirty (30) days
      following its receipt of the said notice within which to remedy any such
      default described therein, or to commence action in good faith to remedy
      such default.

	 	 	 
	1.7 	
      Participation

	 	 	 
		(a) 	
      During the period of the Option YCMI will fund all
      exploration, development and feasibility study expenditures on the
      Property and will be the operator.

	 	 	 
		(b) 	
      Upon YCMI having exercised the Option, the parties will
      then participate in expenditures on the Property in accordance with their
      respective Interests or have their Interest diluted in accordance with a
      straight line dilution formula.







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	 	(c) 	
      If through dilution the Interest of AuEx is reduced to
      below 10%, then the participating Interest of AuEx automatically converts
      to a 2% Net Smelter Return royalty interest
(“NSR”).




	1.8 	
      Rights and Duties During Option Period. During the
      term of this Agreement:

	 	 	 
		(a) 	
      YCMI and its employees, agents and independent
      contractors shall have the right to enter upon the Property and to do such
      prospecting, exploration, development or other mining work thereon and
      thereunder as is permitted by this Agreement, including the removal of
      mineral samples for the purpose of, and in the amounts appropriate for,
      testing such mineral samples, and YCMI shall have the right to bring upon
      and erect upon the Property such buildings, plant machinery and equipment
      as YCMI may deem necessary or desirable to carry out such
    activities;

	 	 	 
		(b) 	
      YCMI in its sole discretion will decide any matter
      concerning the conduct of its prospecting, exploration, development or
      other mining work on the Property;

	 	 	 
		(c) 	
      while this Agreement is in effect YCMI shall maintain the
      Property in good standing, including claims maintenance fees;

	 	 	 
		(d) 	
      in the conduct of its exploration, development and
      operations on the Property, YCMI shall be responsible for compliance with
      applicable laws and regulations, including laws and regulations related to
      exploration, mining, development and reclamation; and

	 	 	 
		(e) 	
      commencing with the claims assessment year ending at noon
      on September 1, 2009, YCMI shall perform all necessary assessment work, if
      required upon any unpatented mining claims held as Property and shall file
      in the name of AuEx all proofs of labor required by law; provided,
      however, YCMI shall not be required to perform assessment work upon
      unpatented mining claims for any assessment year if notice of termination,
      as provided below, is given prior to July 1st of any such year. Work
      performed by YCMI prior to termination of this Agreement may be used by
      AuEx in complying with its assessment requirements for the assessment year
      in which such work was done. YCMI shall, as soon as practicable, provide a
      copy to AuEx of the county recorder and Bureau of Land Management
      date-stamped affidavit evidencing completion of any required annual
      assessment work performed by YCMI. If changes in the law pertaining to the
      performance of assessment work shall become effective during the term
      hereof and such changes affect or eliminate the requirement to perform
      assessment work as contemplated in this paragraph, then YCMI’s compliance
      with any such change in the law shall be deemed complete and satisfactory
      performance of its obligations under this paragraph. YCMI shall not be
      required to make any payments in lieu of assessment work for any
      assessment year if notice of termination, as provided below, is given at
      least thirty (30) days prior to the date such claim maintenance payment is
      due.







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	 	(f) 	
      At any time during which this Agreement is in effect,
      YCMI may, with the consent of AuEx but at its own expense, relocate, amend
      or apply for patent on any of the unpatented mining claims included in the
      Property, and such relocated, amended and patented claims shall be deemed
      to be covered by the provisions of this Agreement.

	 	 	 
	 	(g) 	
      In the event of repeal or substantial change in the
      Mining Law of 1872, YCMI shall have whatever rights may be afforded to
      AuEx under the new laws, including (but not limited to) whatever preferred
      right AuEx may have to a lease from a governmental agency, subject to the
      payment to AuEx of the royalties prescribed
above.




	1.9 	
      Force Majeure. If any party should be delayed in
      or prevented from performing any of the terms, covenants or conditions of
      this Agreement by reason of a cause beyond the control of such party,
      whether or not foreseeable, including fires, floods, earthquakes, volcanic
      eruptions, subsidence, ground collapse or landslides, interruptions or
      delays in transportation or power supplies, strikes, lockouts, wars,
      terrorist acts, inability after diligent efforts to obtain workmen or
      materials, including drilling contractors, transportation delays, acts of
      God, native land claims, government regulation or interference including
      delays in the issuance of permits but excluding a lack of funds, then any
      such failure on the part of such party to so perform shall not be deemed
      to be a breach of this Agreement and the time within which such party is
      obliged to comply with any such terms, covenants or conditions of this
      Agreement shall be extended by the period of all such delays. Such party
      shall give notice in writing to the other party forthwith and for each new
      cause of delay or prevention shall set out in such notice particulars of
      the cause, and the date on which the same arose, and shall take all
      reasonable steps to remove the cause of such delay or prevention, and
      shall also give notice immediately following the date that such cause
      ceases to exist.

	 	 
	1.10 	
      Area of Interest. Any interest or right to acquire
      any interest in mining claims or in any other real property interest
      within the area described in Exhibit A (the “Area of Interest” or
      “AOI”), or contiguous claims that may extend beyond the Area of
      Interest, acquired during the term of this Agreement by or on behalf of
      YCMI or any affiliate of YCMI (the “Additional Property”) shall
      become subject to the terms and provisions of this Agreement.

	 	 
		
      Within thirty (30) days after the acquisition of
      Additional Property, all or any portion of which lies within the Area of
      Interest, YCMI shall notify AuEx of such acquisition. YCMI’s notice shall
      describe in detail the acquisition, the lands, the nature of the interest
      therein, the mining claims or other real property interest covered
      thereby, and the acquisition cost. The acquisition cost of such Additional
      Property shall be creditable against the work commitment expenditure
      requirement in that year. In addition to such notice, subsequent to a 30
      day in advance written request by AuEx, YCMI shall make any and all
      information concerning the Additional Property available for inspection by
      AuEx.

	 	 
	1.11 	
      Assignment. YCMI can assign this Agreement upon
      AuEx’s written approval, which approval shall not be unreasonably
      withheld, to other parties that are not affiliated with YCMI at any time
      with the assumption of all obligations of this Agreement going to those
      parties. At any time, and without the consent of the AuEx, YCMI may assign
      this Agreement to one or more of its affiliates upon the affiliate
      assuming all of YCMI’s obligations under this
Agreement.







- 7 - 

		
      AuEx can assign its Interest in the Property and this
      Agreement upon YCMI’s written approval, which approval shall not be
      unreasonably withheld, to other parties provided that YCMI shall have a
      right of first refusal to the Interest in the Property being sold on the
      same terms offered by the other party.

	 	 	 
	2. 	
      Indemnification

	 	 	 
	2.1 	
      YCMI agrees to indemnify, defend and hold harmless AuEx
      (and all managers, officers, directors and agents of AuEx) from and
      against any and all debts, liens, claims, causes of action, administrative
      orders and notices, costs (including, without limitation, response and/or
      remedial costs), personal injuries, losses, damages, liabilities, demands,
      interest, fines, penalties and expenses, including reasonable attorney’s
      fees and expenses, consultants’ fees and expenses, court costs and all
      other out-of-pocket expenses, suffered or incurred by AuEx and its
      successors as a result of: (a) any breach, or (b) any matter, condition or
      state of fact involving environmental laws or hazardous materials which
      may arise after the Effective Date of this Agreement and that are caused
      by YCMI.

	 	 	 
	2.2 	
      AuEx agrees to indemnify, defend and hold harmless YCMI
      (and all managers, officers, directors and agents of YCMI) from and
      against any and all debts, liens, claims, causes of action, administrative
      orders and notices, costs (including, without limitation, response and/or
      remedial costs), personal injuries, losses, damages, liabilities, demands,
      interest, fines, penalties and expenses, including reasonable attorney’s
      fees and expenses, consultants’ fees and expenses, court costs and all
      other out-of-pocket expenses, suffered or incurred by YCMI and its
      successors as a result of: (a) any breach, or (b) any matter, condition or
      state of fact involving environmental laws or hazardous materials which
      may exist prior to the Effective Date of this Agreement.

	 	 	 
	3. 	
      Confidentiality

	 	 	 
	3.1 	
      All data and information coming into the possession of
      the AuEx or YCMI by virtue of this Agreement with respect to the business
      or operations of the other party, or the Property generally, shall be kept
      confidential and shall not be disclosed to any person not a party hereto
      without the prior written consent of the other party, except:

	 	 	 
		(a) 	
      as required by law, rule, regulation or policy of any
      stock exchange or securities commission having jurisdiction over a
      party;

	 	 	 
		(b) 	
      as may be required by a party in the prosecution or
      defence of a lawsuit or other legal or administrative proceedings;
    or

	 	 	 
		(c) 	
      as required by a financial institution in connection with
      a request for financing relating to development or mining
    activities.

	 	 	 
	4. 	
      Notices:

	 	 	 
		
      All notices to YCMI or to AuEx shall be in writing and
      shall be sent by certified or registered mail, return receipt requested,
      to the addresses below. Notice of any change in address shall be given in
      the same manner.







- 8 -

To YCMI:

Yellowcake Mining, Inc. 

Suite 720 - 999 West Broadway

Vancouver, BC V6Z 1K5 
Canada 
Attention: William J. Tafuri, President
& CEO 
FAX: (604) 738.4080 

with a copy to: 

Clark Wilson LLP 
800 - 885 West
Georgia Street 
Vancouver, BC V6C 3H1 
Attention: Bernard Pinsky 
FAX:
604-687-5700 

To AuEx: 

AuEx, Inc.
940 Matley Lane, Suite
17 
Reno, NV, 89502 USA 
Attention: Ronald L. Parratt, President &
CEO

FAX: 775-337-1542 

	5. 	
      Miscellaneous Provisions:

	 	 
	5.1 	
      Execution: This Agreement may be executed by each
      of YCMI and AuEx in counterparts, each of which when so executed and
      delivered shall be an original, but both such counterparts shall together
      constitute one and the same instrument.

	 	 
	5.2 	
      Payments and Currency: All payments shall be in
      U.S. currency payable to AuEx at the addresses above and dollar references
      in this Agreement are to U.S. dollars.

	 	 
	5.3 	
      Applicable Law: This Agreement, including all
      documents annexed hereto and other agreements, documents and instruments
      delivered in connection herewith, shall be governed by and construed in
      accordance with the laws of the state of Nevada.

	 	 
	5.4 	
      Entire Agreement: This Agreement constitutes the
      entire agreement between the parties.

	 	 
	5.5 	
      Binding Effect: This Agreement shall inure to the
      benefit of and be binding upon the parties hereto, their respective heirs,
      executors, administrators, successors, and assigns.

	 	 
	5.6 	
      No Partnership: Nothing in this Agreement shall
      create a partnership between AuEx and YCMI.







- 9 - 

	6.7 	
      Recording Memorandum of Agreement: The parties
      hereto agree to execute a Memorandum of this Agreement (short form) for
      the purpose of recording same in the records of Pershing County, Nevada so
      as to give public notice, pursuant to the laws of the state of Nevada, of
      the existence of this Agreement.

	 	 
	5.8 	
      Void or Invalid Provisions: If any term,
      provision, covenant or condition of this Agreement, or any application
      thereof, should be held by a court of competent jurisdiction to be
      invalid, void or unenforceable, all provisions, covenants and conditions
      of this Agreement, and all applications thereof not held invalid, void or
      unenforceable, shall continue in full force and effect and shall in no way
      be affected, impaired, or invalidated thereby.



IN WITNESS WHEREOF, the parties
hereto have executed this Agreement on the day and year first above written.


AuEx, Inc., a Nevada
corporation 


By: /s/ Ronald L.
Parratt 
         
Ronald L. Parratt 
Title: President and CEO 

 

Yellowcake Mining, Inc., a
Nevada corporation 


By: /s/ William J.
Tafuri 
         
William J. Tafuri 
Title: President and CEO 




EXHIBIT A 

TRINITY SILVER PROJECT - DESCRIPTION OF PROPERTY

         
1.          
Mining Claims 

         
The following 59 unpatented lode mining claims situated in Pershing
County, Nevada in Sections 4, 10 and 16, Township 29 North, Range 30 East,
MDB&M: 

	 	Claim Name 	BLM NMC 
	 	 	  
	 	Seka 95-112 	264542-264559 
	 	Seka 1-6, 8-16, 61-64, 73-76 	243016-243030, 264508-264511, 264520-264523
  
	 	TS-1 to 18 	930542-930559 


         
2.          
Leased Lands (Minerals Lease – 4,396.44 acres) 

         
Newmont’s interest under that certain Minerals Lease (29-OSP-0006)
dated August 17, 1987, between Nevada Land and Resource Company LLC, successor
in interest to Southern Pacific Land Company, and Newmont USA Limited, successor
in interest to SFP Minerals Corporation, insofar and only insofar as it pertains
to the following property: 

Township 30 North, Range 30 East,
MDB&M: 
         
Section
27;          All
(640
acres) 
         
Section 33;          All
(640
acres) 
         
Section 35;          N1/2,
SE1/4, N1/2SW1/4 (560 acres) 

Township 29 North, Range 30 East,
MDB&M:
         
Section
3;          
Lots 1-4, S1⁄2N1⁄2, S1⁄2 (All, 639.12
acres) 
         
Section
5;          
Lots 1-4, S1⁄2N1⁄2, S1⁄2 (All, 637.32
acres) 
         
Section 11;         All (640
acres) 
         
Section 17;         All (640
acres) 

         
3.          
Owned Lands –Surface & Minerals – (1,280 acres) 

         
  Newmont’s fee ownership interest insofar and only insofar as it
  pertains to the following property: 

Township 29 North, Range 30 East,
MDB&M: 
         
Section
9;          
All (640
acres) 
         
Section 15,         All (640
acres) 




- 2 - 

         
4.          
Area of Interest 

The Area of Interest for this agreement shall include all
of 
         
sections 32, 33, 34 and 35, T30N, R30E
and 
         
sections 2, 3, 4, 5, 8, 9, 10, 11, 14, 15, 16
and 
         
17, T29N, R30 E, Pershing County, Nevada.