AGREEMENT 


 


This agreement (the
“Agreement”) is made and entered into by and between American Strategic Minerals Corporation (“Amicor”)
and California Gold Corp. (“California Gold”), effective as of March 19, 2012 (the “Effective Date”).


 


WHEREAS, Amicor owns
interests in each of the mining properties described on Exhibit A attached hereto (the “Amicor Properties”); and


 


WHEREAS, California
Gold is in the business of gold exploration and desires to obtain information concerning possible gold and geological formations
indicating possible gold resources on the Amicor Properties and to obtain from Amicor a geological
review of the Amicor Properties pursuant to which California Gold may determine and identify the approximate locations and scope
of geologic formations that could contain potential gold deposits, if any (the “Report”);


 


NOW, THEREFORE, in
consideration of the mutual promises contained herein, and for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Amicor and California Gold hereto agree as follows:


 


1.          Delivery
and Purchase Price. Upon the terms and subject to the satisfaction or waiver of the conditions set forth herein, Amicor agrees
to deliver a Report to California Gold on or prior to March 30, 2012. In consideration for delivery of the Report, California Gold
agrees to pay $125,000 (the “Purchase Price”), which payment may, at the election of California Gold, be paid in cash
or in unregistered shares of California Gold Corp. common stock, par value $0.001 per share (the “Common Stock”), issued
by California Gold in compliance with applicable Federal and state securities laws in the name of Amicor (the “Shares”),
on or prior to March 30, 2012. In the event that California Gold elects to deliver the Common Stock, it shall deliver such number
of shares of Common Stock that shall be equal to the number which results from dividing the Purchase Price by the Common Stock
Value, as defined herein. For purposes hereof, the Common Stock Value shall mean: (i) the closing price of a share of the Common
Stock as quoted on the Over the Counter Bulletin Board on March 19, 2012, provided that such Common Stock shall be issued to the
Company with an issuance date prior to March 30, 2012.


 


2.          Representations
and Warranties of California Gold.  California Gold hereby represents and warrants to Amicor the following:


 


 (a)          California
Gold is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full
power and authority to own, lease, license and use its properties and assets and to carry out the business in which it proposes
to engage.


 


(b)           California
Gold has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to
issue the Shares. All necessary proceedings of California Gold have been duly taken to authorize the execution, delivery, and performance
of the transactions contemplated by the Agreement.  The Agreement has been duly authorized by California Gold and, when
executed and delivered by California Gold, will constitute the legal, valid and binding obligation of California Gold enforceable
against California Gold in accordance with its terms, except as such enforceability may be limited by general principles of equity
or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting
generally, the enforcement of applicable creditors' rights and remedies.


 




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(c)           The
Shares, when issued, transferred and delivered in accordance with the terms of this Agreement, shall be duly and validly issued
and will be free of restrictions on transfer directly or indirectly created by California Gold other than restrictions on transfer
under this Agreement and under applicable federal and state securities laws.


 


(d)           
No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal,
state or local governmental authority on the part of California Gold is required in connection with the offer, sale or issuance
of the Shares, except for the following: (i) the filing of such notices as may be required under the Securities Act of 1933, as
amended (the “Securities Act”), and (ii) the compliance with any applicable state securities laws, which compliance
will have occurred within the appropriate time periods therefor.


 


3.           Representations
and Warranties of Amicor.  Amicor represents and warrants to California Gold the following:


 


(a)           Amicor
recognizes that investment in the Shares involves a high degree of risk including, but not limited to, the following: (i) California
Gold has a history of losses, a limited operating history and requires substantial funds, (ii) an investment in California Gold
is highly speculative, and only investors who can afford the loss of their entire investment should consider investing in California
Gold, (iii) Amicor may not be able to liquidate its investment, (iv) transferability of the Shares is extremely limited, (v) in
the event of a disposition, Amicor could sustain the loss of its entire investment and (vi) California Gold has not paid any cash
dividends since its inception and does not anticipate paying any cash dividends in the foreseeable future.


 


(b)           Amicor
is an “Accredited Investor” as such term is defined in Rule 501(a) promulgated under the Securities Act.


 


(c)           The
Agreement has been duly executed and delivered by Amicor and constitutes the legal, valid and binding obligation of Amicor, enforceable
against Amicor in accordance with its terms except as such enforceability may be limited by general principles of equity or to
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally,
the enforcement of applicable creditors' rights and remedies.


  


(d)           Amicor
understands the various risks of an investment in California Gold as proposed herein and can afford to bear such risks, including,
without limitation, the risks of losing the entire investment.


 


(e)           Amicor
acknowledges that Amicor has been informed by California Gold of, or is otherwise familiar with, the nature of the limitations
imposed by the Securities Act, and the rules and regulations thereunder on the transfer of the Shares. In particular, Amicor agrees
that no sale, assignment or transfer of any of the Shares acquired by Amicor shall be valid or effective, and California Gold shall
not be required to give any effect to such a sale, assignment or transfer, unless (a) the sale, assignment or transfer of such
Shares is registered under the Securities Act, it being understood that the Shares are not currently registered for sale and that
California Gold has no obligation to so register the Shares; or (b) the Shares are sold, assigned or transferred in accordance
with all the requirements and limitations of an exemption from registration under the Securities Act. Amicor further understands
that an opinion of counsel satisfactory to California Gold and other documents may be required to transfer the Shares.


 


(f)           Amicor
acknowledges that the Shares to be acquired will be subject to a stop transfer order and any certificate or certificates evidencing
any Shares shall bear the following or a substantially similar legend and such other legends as may be required by state blue sky
laws:


 
 




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“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS.  SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE SECURITIES
ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  ANY SUCH TRANSFER MAY ALSO BE
SUBJECT TO COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.”


 


(g)           Amicor
will acquire the Shares for Amicor’s own account for investment and not with a view to the sale or distribution thereof or
the granting of any participation therein in violation of the securities laws, and has no present intention of distributing or
selling to others any of such interest or granting any participation therein in violation of the securities laws.


 


4.        
   Modification.  This Agreement shall not be modified or waived except by an instrument in writing
signed by the party against whom any such modification or waiver is sought.


 


5.          Notices.  Any
notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified
mail, return receipt requested, or delivered against receipt to the party to whom it is to be given at the addresses set forth
below:


 


Amicor:


 


American Strategic Minerals
Corporation


31161
Hwy. 90


Nucla,
Colorado 81424


Attention:
George Glasier


Email:


Fax:


 


California
Gold:


 


California
Gold Corp.


4515
Ocean View Blvd.


Suite
305

La Canada, CA 91099


Attn:
James Davidson


Email:


Fax:


 


Any
notice or other communication given by certified mail shall be deemed given at the time of certification thereof, except for a
notice changing a party’s address which shall be deemed given at the time of receipt thereof.


 


6.          Assignability.  This
Agreement and the rights, interests and obligations hereunder are not transferable or assignable by Amicor or California Gold and
the transfer or assignment of the Shares shall be made only in accordance with all applicable laws.


 


7.          Applicable
Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without
reference to the principles thereof relating to the conflict of laws.




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8.          Miscellaneous.


 


(a)           This
Agreement constitutes the entire agreement between Amicor and California Gold with respect to the subject matter hereof and supersede
all prior oral or written agreements and understandings, if any, relating to the subject matter hereof.  The terms and
provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed
by the party entitled to the benefits of such terms or provisions.


 


(b)           The
representations and warranties of California Gold and Amicor made in this Agreement shall survive the execution and delivery hereof
and delivery of the Shares.


 


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


 


(d)           Each
provision of this Agreement shall be considered separable and, if for any reason any provision or provisions hereof are determined
to be invalid or contrary to applicable law, such invalidity or illegality shall not impair the operation of or affect the remaining
portions of this Agreement.


 


(e)           Paragraph
titles are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text.


  


[REMAINDER OF PAGE INTENTIONALLY BLANK]


 


IN WITNESS WHEREOF, the parties have hereunto set their hands
effective as of the date set forth above.


 


	California Gold Corp.	 	American Strategic Minerals Corporation
	 	 	 	 	 
	By:	/s/ James Davidson	 	By:	/s/ George Glasier






	 	 	 	 	 
	Name:	James Davidson	 	Name: George Glasier
	Title:	President	 	Title: President and Chief Executive Officer


 




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Exhibit A


Mining Properties 


 


Bull Canyon


 


The Bull Canyon
Property consists of a Mining Lease of two unpatented mining claims in Montrose County, Colorado.  The Mining Lease gives
Amicor the exclusive right to conduct mineral exploration and development activities on the Property, subject to regulation by
the BLM.  The lease commenced on November 2, 2011 and is for a term of 20 years.   The Bull Canyon Property
is located along the rim of Bull Canyon in western Montrose County, Colorado within the Uravan Mineral Belt.  


 


Martin Mesa


 


The Martin Mesa
Property consists of a Mining Lease covering 51 unpatented mining claims on BLM land in Montrose County, Colorado.  The
Mining Lease gives Amicor the exclusive right to conduct mineral exploration and development activities on the Property, subject
to regulation by the BLM.  The lease commenced on November 2, 2011 and is for a term of 20 years.   Martin
Mesa is located on the northern flank of the Paradox Valley anticline, in Montrose County, Colorado in the heart of the Uravan
Mineral Belt.  


 




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