Filed by sedaredgar.com - PENGRAM CORPORATION - Exhibit 10.1






OPTION AGREEMENT

THIS AGREEMENT made as of the 5th day of February,
2010.

	BETWEEN: 	 	 
	 	  	 
	 	LARRY SOSTAD 	 
	 	an individual, having an address at 	 
	 	818 – 470 Granville Street 	 
	 	Vancouver, BC, Canada V6C 1V5 	 
	 	  	 
	 	(the "Optionor") 	 
	 		 OF THE FIRST PART

	 	  	 
	 	AND: 	 
	 	  	 
	 	PENGRAM CORPORATION, 	 
	 	a Nevada corporation having its registered
      office at 	 
	 	8275 S. Eastern Avenue, Suite 200 	 
	 	Las Vegas, NV 89123 	 
	 	  	 
	 	(the "Optionee") 	 
	 		 OF THE SECOND PART
  
	 	  	 
	 WHEREAS: 		 


A. The Optionor is the recorded and beneficial owner of four
mineral claims referred to as the “June 1-4 Claims” located in the Alberni
Mining Division of British Columbia, Canada.

B. The Optionor has agreed to grant an exclusive option to the
Optionee to acquire an interest in and to the mineral claim on the terms and
subject to the conditions of this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the sum of Ten Dollars ($10.00) now paid by the Optionee to the
Optionor (the receipt of which is hereby acknowledged), the parties agree as
follows:

1.               
DEFINITIONS

1.1               For
the purposes of this Agreement the following words and phrases shall have the
following meanings, namely:

	 	(a) 	
      "Effective Date” means the date of execution of this
      Agreement;

	 	 	 
	 	(b) 	
      “Mineral Claims” means the mineral claims described in
      Schedule A to this Agreement, including: (i) any replacement or successor
      claims; and (ii) all mining leases and other mining interests derived from
      any such claims;

	 	 	 
	 	(c) 	
      "Option" means the option to acquire a 100% undivided
      interest in and to the Property, subject to the Royalty, as provided in
      this Agreement;

	 	 	 
	 	(d) 	
      "Option Period" means the period from the date of this
      Agreement to and including the date of exercise or termination of the
      Option;







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	 	(e) 	
      “Option Shares” means the up to 300,000 common shares of
      the Optionee that may be issued to the Optionor under this
    Agreement;

	 	 	 
	 	(f) 	
      "Property" means the Mineral Claims and the Property
      Rights;

	 	 	 
	 	(g) 	
      "Property Rights" means all licenses, permits, easements,
      rights-of-way, certificates and other approvals obtained by either of the
      parties either before or after the date of this Agreement in connection
      with the Mineral Claims and necessary for the exploration of the Mineral
      Claims; and

	 	 	 
	 	(h) 	
      “Royalty” means a royalty of 2% of net Smelter returns,
      as defined in Schedule “B” to this Agreement, reserved by the
    Optionor.




	1.2              
      Unless otherwise noted, all currency references contained in this
      Agreement shall be deemed to 
be references to United States funds.
  

	  	  
	2.                
      GRANT AND EXERCISE OF OPTION 
	  	  
	2.1              
      The Optionor hereby grants to the Optionee the sole and exclusive right
      and option to acquire a 
100% undivided interest in and to the
      Property, subject to the Royalty, free and clear of all charges,
      
encumbrances and claims on the following terms and subject to the
      following conditions: 





	 	(a) 	
      The Option shall be exercised by the Optionee:

	 	 	 	 
	 		(i) 	
      paying the Optionor US $3,000 on the Effective Date, the
      receipt of which is hereby acknowledged by the Optionor;

	 	 	 	 
	 		(ii) 	
      paying the Optionor US $10,000 on or before the date that
      is 90 days after the Effective Date;

	 	 	 	 
	 		(iii) 	
      paying the Optionor US $10,000 and issuing 100,000 shares
      of the Optionee’s common stock on or before the first anniversary of the
      Effective Date;

	 	 	 	 
	 		(iv) 	
      paying the Optionor US $10,000 and issuing 100,000 shares
      of the Optionee’s common stock on or before the second anniversary of the
      Effective Date; and

	 	 	 	 
	 		(v) 	
      paying the Optionor US $10,000 and issuing 100,000 shares
      of the Optionee’s common stock on or before the third anniversary of the
      Effective Date;

	 	 	 	 
	 	(b) 	
      Upon exercise of the Option, a 100% undivided right,
      title and interest in and to the Property, subject to the Royalty, shall
      vest in the Optionee free and clear of all charges, encumbrances and
      claims.



3.                  TRANSFER
OF TITLE

3.1                Upon
execution of this Agreement, the Optionee shall be entitled to record this
Agreement against title to the Property.

3.2               Upon
exercise of the Option in accordance with Section 2.1, the Optionor shall
deliver to the Optionee a duly executed bill of sale or quit claim deed and such
other executed documents of transfer as required, in the opinion of the
Optionee's lawyers, for the transfer of an undivided 100% interest in the
Property, subject to the Royalty, to the Optionee’s wholly owned subsidiary,
Clisbako Minerals Inc., a British Columbia corporation having its registered and
records office at Suite 950, 650 West Georgia Street, Vancouver, BC, Canada, V6B
4N8.




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4.              RIGHT
OF ENTRY 

4.1           During
the Option Period, the Optionee, its servants, agents and workmen and any
persons duly authorised by the Optionee, shall have the right of access to and
from and to enter upon and take possession of and prospect, explore and develop
the Property in such manner as the Optionee in its sole discretion may deem
advisable for the purpose of property maintenance and exploration, and shall
have the right to remove and ship therefrom ores, minerals, metals, or other
products recovered in any manner therefrom.

	5. 	COVENANTS OF THE
  OPTIONEE 
	  	  	  
	5.1 	The Optionee covenants and agrees
  that during the term of this Agreement: 
	  	  	  
	  	(a) 	the Optionee shall keep the Property clear of
      all liens, encumbrances and other charges; 
	  	  	  
		(b) 	the Optionee shall carry on all operations on
      the Property in a good and workmanlike manner and in compliance with all
      applicable governmental regulations and restrictions including but not
      limited to the posting of any reclamation bonds as may be required by any
      governmental regulations or regulatory authorities; 
	  	  	  
		(c) 	the Optionee shall pay or cause to be paid any
      rates, taxes, duties, royalties, workers’ compensation or other
      assessments or fees levied with respect to its operations thereon; 
	  	  	  
		(d) 	the Optionee shall pay the yearly claim
      maintenance payments or payment in lieu thereof, as may be necessary to
      maintain the claims in good standing; 
	  	  	  
		(e) 	the Optionee shall maintain books of account in
      respect of its expenditures and operations on the Property and, upon
      reasonable notice, shall make such books available for inspection by
      representatives of the Optionor; 
	  	  	  
		(f) 	the Optionee shall allow any duly authorised
      agent or representative of the Optionor to inspect the Property at
      reasonable times and intervals and upon reasonable notice given to the
      Optionee; 
	  	  	  
		(g) 	the Optionee shall allow the Optionor access at
      reasonable times to all maps, reports, sample results and other technical
      data prepared or obtained by the Optionee in connection with its
      operations on the Property; and 
	  	  	  
		(h) 	the Optionee shall indemnify and save the
      Optionor harmless of and from any and all costs, claims, loss and damages
      whatsoever incidental to or arising out of any work or operations carried
      out by or on behalf of the Optionee on the Property, including any
      liability of an environmental nature. 
	  	  	  
	6.            
      REPRESENTATIONS AND WARRANTIES 
	  	  	  
	6.1          
      The Optionor hereby represents and warrants to the Optionee and covenants
      with the Optionee 
	that: 	  	  
	  	  	  
		(a) 	the Property is in good standing with all
      regulatory authorities having jurisdictions and all required claim
      maintenance payments have been made; 
	  	  	  
		(b) 	the Optionor is, and at all times during the
      term of this Agreement will be, the recorded holder and beneficial owner
      of all of the Property free and clear of all liens, charges and claims of
      others and no taxes or rentals are or will be due in respect of any of the
      mineral claims; 






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	 	(c) 	
      the Mineral Claims have been duly and validly located and
      recorded pursuant to the laws of the jurisdiction in which the Property is
      situate;

	 	 	 
	 	(d) 	
      the Property is free and clear of any encumbrances, liens
      or charges and neither the Optionor nor, to the best of the Optionor’s
      knowledge, any of his predecessors in interest or title, have done
      anything whereby the Property may be encumbered;

	 	 	 
	 	(e) 	
      the Optionor has the right to enter into this Agreement
      and to deal with the Property in accordance with the terms of this
      Agreement, there are no disputes over the title to the Property, and no
      other party has any interest in the Property or the production therefrom
      or any right to acquire any such interest;

	 	 	 
	 	(f) 	
      there is no litigation, proceeding or investigation
      pending or threatened against the Assignor or, to the best of the
      knowledge of the Assignor after due inquiry, the Vendors, the Option
      Agreement or the Property, nor does the Assignor know, or have any grounds
      to know after due inquiry, of any basis for any litigation, proceeding or
      investigation which would affect the Option Agreement or the
    Property;

	 	 	 
	 	(g) 	
      the Option Shares will be “restricted securities” within
      the meaning of the Securities Act of 1933 (the “Securities Act”) and will
      be issued to the Optionor in accordance with Regulation S of the
      Securities Act. Any certificates representing the Option Shares will be
      endorsed with the following legend in accordance with Regulation S of the
      Securities Act:

	 	 	 
	 		
      “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
      NOT BEEN REGISTERED UNDER THE SECURITIES ACT, AND HAVE BEEN ISSUED IN
      RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE SECURITIES
      ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE
      TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S,
      PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, OR
      PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
      ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED
      UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

	 	 	 
	 	(h) 	
      the Optionor is not a “U.S. Person” as defined by
      Regulation S of the Securities Act and is not acquiring the Option Shares
      for the account or benefit of a U.S. Person;

	 	 	 
	 	(i) 	
      the Optionor is acquiring the Option Shares for
      investment purposes, only, with no present intention of dividing its
      interest with others or reselling or otherwise disposing of any or all of
      the Option Shares; and

	 	 	 
	 	(j) 	
      the Optionor was not in the United States at the time the
      offer to acquire the Option Shares was
received.







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	6.2              
      The Optionee hereby represents and warrants that:
	 	 	 
		(a) 	
      it has full corporate power and authority to enter into
      this Agreement and the entering into of this Agreement does not conflict
      with any applicable laws or with its charter documents or any contract or
      other commitment to which it is party; and

	 	 	 
		(b) 	
      the execution of this Agreement and the performance of
      its terms have been duly authorised by all necessary corporate actions
      including the resolution of its board of directors.

	 	 	 
	7.                
      ASSIGNMENT


7.1              
The Optionee may at any time either during the Option Period or thereafter,
sell, transfer or otherwise dispose of all or any portion of its interest in and
to the Property and this Agreement provided that any purchaser, grantee or
transferee of any such interest shall have first delivered to the Optionor its
agreement relating to this Agreement and to the Property, containing:

	 	(a) 	
      a covenant to perform all the obligations of the Optionee
      to be performed under this Agreement in respect of the interest to be
      acquired by it from the Optionee to the same extent as if this Agreement
      had been originally executed by such purchaser, grantee or transferee;
      and

	 	 	 
	 	(b) 	
      a provision subjecting any further sale, transfer or
      other disposition of such interest in the Property and this Agreement or
      any portion thereof to the restrictions contained in this paragraph
      (a).



No assignment by the Optionee of any interest less than its
entire interest in this Agreement and in the Property shall, as between the
Optionee and the Optionor, discharge it from any of its obligations hereunder,
but upon the transfer by the Optionee of the entire interest at the time held by
it in this Agreement, whether to one or more transferees and whether in one or
in a number of successive transfers, the Optionee shall be deemed to be
discharged from all obligations hereunder save and except for the fulfilment of
contractual commitments accrued due prior to the date on which the Optionee
shall have no further interest in this Agreement.

	8.                
      CONFIDENTIALITY OF INFORMATION 


8.1               
Each of the Optionee and the Optionor shall treat all data, reports, records and
other information of any nature whatsoever relating to this Agreement and the
Property as confidential, except where such information must be disclosed for
public disclosure requirements of a public company.

	9.                
      TERMINATION 


9.1               
Until such time as the Option is exercised pursuant to Section 2.1, this
Agreement shall terminate upon any of the following events:

	 	(a) 	
      upon the failure of the Optionee to make a payment, incur
      Exploration Expenditures or issue the Option Shares required by and within
      the time limits prescribed by Section 2.1;

	 	 	 
	 	(b) 	
      in the event that the Optionee, not being at the time in
      default under any provision of this Agreement, gives 30 day’s written
      notice to the Optionor of the termination of this Agreement;

	 	 	 
	 	(c) 	
      in the event that the Optionee shall fail to comply with
      any of its obligations hereunder, other than the obligations contained in
      Section 2.1, and within 30 days of receipt by the Optionee of written
      notice from the Optionor of such default, the Optionee has
  not:







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	(i)	cured such default, or commenced proceedings to cure such default
      andprosecuted same to completion without undue delay; or
	 	 	 
			
      (ii)
	given the Optionor notice that it denies that such default has
      occurred.
	 	 	 
			In the event that the Optionee gives notice that it denies
      that a default has occurred, the Optionee shall not be deemed in default
      until the matter shall have been determined finally through such means of
      dispute resolution as such matter has been subjected to by either
  party.
	 	 	 
	9.2              
      Upon termination of this Agreement under Section 9.1, the Optionee
    shall:
	 	 	 
		(a) 	
      transfer any interest in title to the Property, if any,
      in good standing to the Optionor free and clear of all liens, charges, and
      encumbrances;

	 	 	 
		(b) 	
      turn over to the Optionor copies of all maps, reports,
      sample results, contracts and other data and documentation in the
      possession of the Optionee or, to the extent within the Optionee’s
      control, in the possession of its agents, employees or independent
      contractors, in connection with its operations on the Property;
  and

	 	 	 
		(c) 	
      ensure that the Property is in a safe condition and
      complies with all environmental and safety standards imposed by any duly
      authorised regulatory authority.



9.3              
Upon the termination of this Agreement under Paragraph 9.1, the Optionee shall
cease to be liable to the Optionor in debt, damages or otherwise save for the
performance of those of its obligations which theretofore should have been
performed, including those obligations in Section 9.2.

9.4               Upon
termination of this Agreement, the Optionee shall vacate the Property within a
reasonable time after such termination, but shall have the right of access to
the Property for a period of six months thereafter for the purpose of removing
its chattels, machinery, equipment and fixtures.

	10.             
      FORCE MAJEURE 


10.1             The
time for performance of any act or making any payment or any expenditure
required under this Agreement shall be extended by the period of any delay or
inability to perform due to fire, strikes, labour disturbances, riots, civil
commotion, wars, acts of God, any present or future law or governmental
regulation, any shortages of labour, equipment or materials, or any other cause
not reasonably within the control of the party in default, other than lack of
finances.

	11.              NOTICES
    


11.1             Each
notice, demand or other communication required or permitted to be given under
this Agreement shall be in writing and shall be delivered, telegraphed or
telecopied to such party at the address for such party specified above. The date
of receipt of such notice, demand or other communication shall be the date of
delivery thereof if delivered or telegraphed or, if given by telecopier, shall
be deemed conclusively to be the next business day. 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.

	12.             
      GENERAL TERMS AND CONDITIONS 


12.1             The
parties hereto hereby covenant and agree that they will execute such further
agreements, conveyances and assurances as may be requisite, or which counsel for
the parties may deem necessary to effectually carry out the intent of this
Agreement.




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12.2             
This Agreement shall constitute the entire agreement between the parties with
respect to the Property. No representations or inducements have been made save
as herein set forth. No changes, alterations or modifications of this Agreement
shall be binding upon either party until and unless a memorandum in writing to
such effect shall have been signed by all parties hereto. This Agreement shall
supersede all previous written, oral or implied understandings between the
parties with respect to the matters covered hereby.

12.3             
Time shall be of the essence of this Agreement.

12.4              The
titles to the sections in this Agreement shall not be deemed to form part of
this Agreement but shall be regarded as having been used for convenience of
reference only.

12.5              Wherever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision shall be
prohibited by or be invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

12.6              The
Schedules to this Agreement shall be construed with and as an integral part of
this Agreement to the same extent as if they were set forth verbatim herein.


12.7              Defined
terms contained in this Agreement shall have the same meanings where used in the
Schedules.

12.8              This
Agreement shall be governed by and interpreted in accordance with the laws of
British Columbia, Canada.

12.9              This
Agreement shall be governed by and interpreted in accordance with the laws of
British Columbia, Canada.

12.10            This
Agreement shall enure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, administrators, successors and
assigns.

WITNESS WHEREOF this Agreement has been executed by the
parties hereto as of the day and year first above written.

 

/s/ Larry
Sostad
______________________________
LARRY
SOSTAD

PENGRAM CORPORATION
by its authorized
signatory:

/s/ Richard W.
Donaldson
_____________________________
Richard W.
Donaldson





SCHEDULE A

MINERAL CLAIM DESCRIPTION

JUNE 1-4 CLAIMS

ALBERNI MINING DIVISION 
BRITISH COLUMBIA
CANADA

Description of Claim


	Claim Name 
	Area (Ha) 
	Claim Number


	June 1 	25
    	402860 
	June 2 	25
    	402861 
	June 3 	25
    	402863 
	June 4 	25
    	402864








SCHEDULE B

For the purposes of this Agreement "Net Smelter Returns" shall
mean the actual proceeds received from any mint, smelter or other purchaser for
the sale of bullion, concentrates or ores produced from the Property and sold,
after deducting from such proceeds the following charges to the extent that they
are not deducted by the purchaser in computing payment:

	 	(a) 	
      in the case of the sale of bullion, refining charges
      only;

	 	 	 
	 	(b) 	
      in the case of the sale of concentrates, smelting and
      refining charges, penalties and the cost of transportation of such
      concentrates from the Property to any smelter or other purchaser;
    and

	 	 	 
	 	(c) 	
      in the case of ores shipped to a purchaser, refining
      charges for bullion and charges for smelting, refining and the cost of
      transportation from the mill to any smelter or other purchaser for
      concentrates.



The Optionee shall have the right to commingle with ore from
the Property, ore produced from other properties owned or controlled by the
Optionee, provided the Optionee shall adopt and employ reasonable practices and
procedures for weighing, sampling and assaying in order to determine the amounts
of products derived from, or attributable to, ore mined and produced from the
Property. The Optionee shall maintain accurate records of the results of such
sampling, weighing and assaying with respect to any ore mined and produced from
the Property. The Optionor or its authorized agent shall be permitted the right
to examine at all reasonable times such records pertaining to commingling of
ores or to the calculations of Net Smelter Returns.