MINERAL PROPERTY ACQUISITION AGREEMENT


 


 


 


THIS AGREEMENT is made the 25 day of March, 2013.


 


BETWEEN:


 


AMERICAN COPPER CORP., a Nevada
corporation, having its principal place of business at 1600 Broadway, Suite 1600, Denver, Colorado 80202 (the “Purchaser”);


 


AND


 


US COPPER INVESTMENTS, LTD.,
a Marshall Islands corporation, having an office at Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH 96960 (the “Vendor”
and, together with the Purchaser, the “Parties”).


 


WHEREAS:


 


		A.	The Vendor and Jaroslav Ruza, BC Client number 12348, having its head office at Suite 1002-145
St. Georges Ave., North Vancouver, BC V7L 4R9., Canadian corporation (“Ruza”) entered into that certain
Option Agreement, dated as of December 12, 2012 (the “Option Agreement”), attached hereto as Exhibit A,
pursuant to which the Vendor secured an option to acquire 100% undivided right, title and interest in a certain properties described
in Exhibit B attached hereto (the “Property”); and



 


		B.	The Vendor exercised the option pursuant to the Option Agreement; and



 


		C.	Pursuant to the Option Agreement, the Vendor has a right acquire 100% right, title and interest
in and to the Property and any deposits of minerals on the Property (the “Right to Acquisition”) from Ruza;
and



 


		D.	The Vendor has agreed to sell to the Purchaser and the Purchaser has agreed to purchase from the
Vendor, the Right to Acquisition, pursuant to the Option Agreement in accordance with the terms and conditions hereinafter set
forth; and



 


NOW THEREFORE THIS AGREEMENT WITNESSES
that for good and valuable consideration, the receipt and sufficiency whereof the Vendor hereby acknowledge, THE PARTIES HERETO
AGREE AS FOLLOWS:


 


		1.	Definitions



 


1.1          In this Agreement the following
expressions shall, where the context so admits, bear the meaning respectively set opposite them:


 


		(a)	"Agreement” means this Agreement, as the same may be amended, supplemented or
modified from time to time by mutual agreement of the parties.



 


		(b)	“Acquisition Period” means the period from the signing of this Agreement through
the Closing Date.



 


		(c)	“Closing Date” means the date on which the Purchaser, the Vendor and Ruza execute
a certain Mineral Property Transfer Agreement, in substantially the form attached here to as Exhibit C (the “Acquisition
Agreement”).



 






    	 



    	 



    

 


		(d)	"Property" means those certain mineral rights described in Exhibit B, together
with all leases, licenses, claims and all other interests derived from any such permits, leases, licenses, claims and other interests
necessary for the development of the Property or for the purpose of placing the Property into production or of continuing exploration
on the Property.



 


		(e)	"Purchase Price” means the consideration specified in Subsection 3.2 hereof for
the purchase of the Property by the Purchaser.



 


		2.	Representations and Warranties of the Purchaser and
the Vendor



 


2.1          The Purchaser hereby represents
and warrants to the Vendor as follows:


 


		(a)	it is a valid corporation duly incorporated under the laws of Nevada and in good standing under
the laws of Nevada;



 


		(b)	it has duly obtained all corporate authorizations for the execution of this Agreement and for the
performance of this Agreement by it;



 


		(c)	there is no provision in its memorandum or articles or equivalent constituent documents, and no
provision in an existing mortgage, indenture, guarantee, contract or agreement binding on it, and no provision in any statute,
rule, regulation, judgment, decree, order, franchise or permit applicable to it, which would be contravened by its execution, delivery
or performance of this Agreement, and to the best of its knowledge it is not in default under any such mortgage, indenture, guarantee,
contract or agreement or in violation of any such statute, rule, regulation, judgment, decree, order, franchise or permit, which
default or violation would have material adverse effect on the Purchaser; and



 


		(d)	no proceedings are pending for, and it is unaware of any basis for the institution of, any proceedings
relating to the dissolution or winding up of it or the placing of it in bankruptcy or subject to any other laws governing the affairs
of insolvent persons.



 


2.2          The representations and warranties
contained in subsection 2.1 are provided for the exclusive benefit of the Vendor, and a breach of any one or more thereof may be
waived by the Vendor, in whole or in part, at any time without prejudice to their rights in respect of any other breach of the
same or any other representation or warranty; and the representations and warranties contained in that subsection shall survive
the execution hereof.


 


2.3          The Vendor hereby represents and
warrants to the Purchaser as follows:


 


		(a)	the Vendor has been duly incorporated and is validly subsisting under the laws of the Marshall
Islands and has full corporate power, authority and absolute capacity to execute and deliver, and perform its obligations under
this Agreement;



 


		(b)	this Agreement has been duly executed and delivered by the Vendor and all necessary corporate action
has been taken by the Vendor to authorize the execution, delivery and performance by it of this Agreement and this Agreement constitutes
a valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms except as enforcement
thereof may be limited by bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditors’
rights and subject to the qualification that specific performance and injunction and other equitable remedies may only be granted
in the discretion of a court of competent jurisdiction;



 






    	 



    	 



    

 


		(c)	the Vendor has exercised its option, pursuant to the Option Agreement to receive from Ruza a 100%
undivided right, title and interest in and to the Property free and clear of all liens, charges, encumbrances, claims, liabilities
and adverse interests of any nature or kind, and no taxes or rentals are or will be due in respect of any thereof;



 


2.4          The representations and warranties
contained in subsection 2.3 are provided for the exclusive benefit of the Purchaser, and a breach of any one or more thereof may
be waived by the Purchaser, in whole or in part, at any time without prejudice to its rights in respect of any other breach of
the same or any other representation or warranty; and the representations and warranties contained in that subsection shall survive
the execution hereof.


 


2.5          The representations and warranties
of the parties hereinbefore set out are conditions upon which the parties have relied on in entering into this Agreement. Any defaulting
party shall be liable and shall indemnify and save harmless the non-defaulting party from any and all loss (including economic
loss), costs, damages, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant,
agreement or condition made by it and contained in this Agreement.


 


		3.	Acquisition of the Property



 


3.1          The Vendor, subject to the terms
hereof, hereby agrees execute the Acquisition Agreement and to sell to the Purchaser and, on the Closing Date, to cause Ruza to
transfer to the Purchaser, a 100% undivided right, title and interest in and to the Property free from all liens, mortgages, charges,
pledges, encumbrances, claims, liabilities, adverse interests or other burdens of any nature or kind (each, a "Burden")
with all rights now or thereafter attached thereto. If the Purchaser should notify the Vendor in writing of any Burden or burdens
against the Property then the Vendor shall, after ascertaining the validity thereof, which shall be prosecuted in good faith, and
in any event within a reasonable period of time after notification thereof by the Purchaser, attend to the discharge of such burden
or burdens at their own expense, or will indemnify the Purchaser against the same and will provide such security as may reasonably
be requested by the Purchaser to secure such indemnity.


 


The Purchaser agrees to purchase the Property
and pay the consideration hereinafter specified.


 


3.2          The Vendor shall receive, for the
sale of the Property, 5,000,000 restricted shares of the Purchaser’s common stock, to be transferred to the Vendor on the
Closing Date and to vest as set forth in Section 3.3 below (the “Restricted Stock”) (the “Purchase
Price”):


 


3.3          The Restricted Stock shall vest
as follows:


 


		(a)	1,000,000 shares to vest upon execution of this Agreement; and



 


		(b)	1,000,000 shares shall vest every six (6) months from the date of the agreement.



 


3.4          Vendor recognizes that the acquisition
by the Purchaser of the Property is subject to the approval of regulatory authorities in British Columbia and, accordingly, the
Vendor agrees to do and complies with all such other acts and things as are reasonably required by the regulatory authorities to
transfer the Property and shall hold the Property for the benefit of Purchaser until such transfer occurs. Where a variation in
the terms of this Agreement is reasonably required by the regulatory authorities, such change will be deemed to be accepted by
the parties hereto and form part of the terms of this Agreement, provided that such change does not
materially effect the share structure, funding amount or scheduling as set out in this Agreement.


 


		4.	Termination of This Agreement



 


4.1          If the Closing Date does not occur
within 30 days of the date of this Agreement, this Agreement may be terminated by either party by giving written notice of such
to the other party.


 






    	 



    	 



    

 


4.2          The Purchaser shall have the right,
within a period of 180 days following the termination of this Agreement, to remove from the Property all buildings, plant, equipment,
machinery, tools, appliances and supplies which have been brought upon the Property by or on behalf of the Purchaser, and any such
Property not removed within such 180-day period shall thereafter become the Property of the Vendor.


 


		5.	Force Majeure



 


5.1          If the Purchaser is at any time
either during the Acquisition Period or thereafter prevented or delayed in complying with any provisions of this Agreement by reason
of strikes, walk-outs, labour shortages, power shortages, fires, wars, acts of God, governmental regulations restricting normal
operations, shipping delays or any other reason or reasons beyond the control of the Purchaser, then the time limited for the performance
by the Purchaser of its obligations hereunder shall be extended by a period of time equal in length to the period of each such
prevention or delay, provided, however, that nothing herein shall discharge the Purchaser from its obligations hereunder to maintain
the Property in good standing.


 


5.2          The Purchaser shall give prompt
notice to the Vendor of each event of force majeure and upon cessation of such event shall furnish the Vendor with notice to that
effect together with particulars of the number of days by which the obligations of the Purchaser hereunder have been extended by
virtue of such event of force majeure and all preceding events of force majeure.


 


		6.	Confidential Information



 


6.1          No information furnished by either
party hereunder in respect of the activities carried out on the Property by either party, or related to the sale of substances
derived from the Property, shall be published or otherwise disclosed or disseminated by either party without the prior written
consent of either party, but such consent in respect of the reporting of factual data shall not be unreasonably withheld, and shall
not be withheld in respect of information required to be publicly disclosed pursuant to applicable securities or corporate laws.


 


6.2          The
consent required by paragraph 8.1 will not apply to a disclosure:


 


		(a)	to an Affiliate, consultant, contractor or subcontractor
that has a bona fide need to be informed;



 


		(b)	to any third party to whom the disclosing party contemplates
a transfer of all or any part of its interest in this Agreement;



 


		(c)	to a governmental agency or to the public which such party
believes in good faith is required by pertinent laws or regulation or the rules of any applicable stock exchange;



 


		(d)	to an investment dealer, broker, bank or similar financial
institution, in confidence if required as part of a due diligence investigation by such financial institution in connection with
a financing required by such party or its shareholders or affiliates to meet, in part, its obligations under this Agreement; or



 


		(e)	in a prospectus
or other offering document pursuant to which such party proposes to raise financing to meet, in part, its obligations under this
Agreement.



 


		7.	Notice



 


7.1          Each notice, demand or other communication
required or permitted to be given under this Agreement shall be in writing and shall be sent by prepaid registered mail deposited
in a post office addressed to the party entitled to receive the same, or delivered to such party, at the address for such party
specified below or given by facsimile (with electronic confirmed receipt). The date of receipt of such notice, demand or other
communication shall be the date of delivery thereof if delivered, the first business day after the date of transmission if given
by facsimile (with electronic confirmed receipt) or, if given by registered mail as aforesaid, shall be deemed conclusively to
be the fifth day after the same shall have been so mailed, except in the case of interruption of postal services for any reason
whatsoever, in which case the date of receipt shall be the date on which the notice, demand or other communication is actually
received by the addressee.


 






    	 



    	 



    

 


	
        If to the Purchaser:

         

         

         

         

        

        If to the Vendor:

         

         

         
	 	
        American Copper Corp.

        1600 Broadway, Suite 1600

        Denver, Colorado 80202 

        Attn: Alex Stanbury

          

        US Copper Investments, Ltd.

        Ajeltake Road, Ajeltake Island, Majuro

        Marshall Islands, MH 96960

        Attn: Director



 


7.2          Either party may at any time and
from time to time notify the other party in writing of a change of address and the new address to which notice shall be given to
it thereafter until further change.


 


		8.	Notice of Default



 


8.1          If the Purchaser shall be in default
of any requirements set forth under this Agreement, the Vendor shall provide the Purchaser with written notice specifying such
default and the Purchaser shall have ten (10) business days from the delivery of such written notice from the Vendor within which
to cure any Default.


 


		9.	General



 


9.1          This Agreement shall supersede and
replace any other agreement or arrangement, whether oral or written, heretofore existing between the parties in respect of the
subject matter of this Agreement.


 


9.2          The Parties have not created a partnership
and nothing contained in this Agreement shall in any manner whatsoever constitute any party the partner, agent or legal representative
of any other party, nor create any fiduciary relationship between them for any purpose whatsoever. No party shall have any authority
to act for, or to assume any obligations or responsibility on behalf of, any other party except as may be, from time to time, agreed
upon in writing between the parties or as otherwise expressly provided.


 


9.3          No consent or waiver expressed or
implied by either party in respect of any breach or default by the other in the performance by such other of its obligations hereunder
shall be deemed or construed to be a consent to or a waiver of any other breach or default.


 


9.4          The Parties shall promptly execute
or cause to be executed all documents, deeds, conveyances and other instruments of further assurance which may be reasonably necessary
or advisable to carry out fully the intent of this Agreement or to record wherever appropriate the respective interests from time
to time of the parties in the Property.


 


9.5          The Purchaser may assign its rights
and obligations under this Agreement to a third party.


 


9.6          This Agreement is subject to the
approval of the appropriate regulatory authorities and the parties agree to such reasonable amendments as may be required by those
regulatory authorities.


 


9.7          This Agreement shall be construed
and enforced in accordance with the laws prevailing in the Province of British Columbia.


 


9.8          This Agreement shall enure to the
benefit of and be binding upon the parties and their respective successors and permitted assigns.


 




    	 



    	 



    

 


IN WITNESS WHEREOF the Vendor has
hereunto set his hand, and the corporate seal of the Purchaser has hereunto been affixed in the presence of its duly authorized
officers in that behalf, as of the day and year first above written.


 





	SIGNED AND DELIVERED BY 
	 	 	 
	AMERICAN COPPER CORP.
	 
	 
	Per:	 	 
	 	/s/ Alexander Stanbury
	 	By: 	Alexander Stanbury
	 	Title: 	President, Chief Executive Officer, 
	 	 	Secretary, Treasurer, and 
	 	 	Chief Financial Officer
	 	 	 
	 	 	 
	SIGNED AND DELIVERED BY 
	 	 	 
	US COPPER INVESTMENTS, LTD.
	 
	 
	Per:	 	 
	 	 
	 	By: 	 
	 	Title: 	Director




 




    	 



    	 



    

 


EXHIBIT
A


 


OPTION
AGREEMENT


 




    	 



    	 



    

  


Exhibit
B


 


THE PROPERTY


 




    	 



    	 



    

 


Exhibit
C


 


ACQUISITION AGREEMENT