ex1042092010.htm


    CORONATION GOLD PROPERTY
JOINT-VENTURE AGREEMENT

     

    THIS
AGREEMENT made as of the 6th day
of August, 2009

     

    BETWEEN:

     

    LINCOLN RESOURCES INC., a body
corporate, incorporated under the laws of the State of Nevada (hereinafter
called "LINCOLN");

     

    - and
-

     

    NORTH BAY RESOURCES INC.., a
body corporate, incorporated under the laws of the State of Delaware
(hereinafter called "North Bay");

     

    


     

    WHEREAS
North Bay has agreed to sell and otherwise transfer 50% of its 100% undivided
interest in the Coronation Gold Property claims in Slocan, British Columbia,
Canada (hereinafter called the “Joint-Venture” or “JV Lands”) as set forth in
the attached Schedule "A" to LINCOLN on the terms and conditions set out in this
Agreement;

     

    NOW
THEREFORE that in consideration of the mutual covenants including, but not
limited to the consideration set out in the clause herein entitled
"Consideration", contained in this Agreement the Parties agree as
follows:

     

    
      	
              1.  

            	
              DEFINITIONS

            


    

     

    In this
Agreement, unless the context otherwise requires:

     

    
      	
              (a)  

            	
              "Agreement"
      means this Joint-Venture agreement including the schedules attached
      hereto;

            


    

     

    
      	
              (b)  

            	
              "JV Lands" means
      those lands as set out in the attached Schedule "A", which are offered for
      mining purposes only. It is understood that ownership of the title to it
      does not include ownership of the surface rights or the right to use the
      surface for residential or recreational
  purposes;

            


    

     

    
      	
              (c)  

            	
               "Party" means a
      party to this Agreement "Parties" means all parties to this
      Agreement;

            


    

     

    
      	
              (d)  

            	
              "Permitted Encumbrances"
      means:

            


    

     

    
      	
              (i)  

            	
              liens
      for taxes, assessments and governmental charges which are not due or the
      validity of which is being diligently contested in good faith by or on
      behalf of North Bay,

            


    

     

    
      	
              (ii)  

            	
              liens
      incurred or created in the ordinary course of business as security in
      favor of the person who is conducting the development or operation of the
      JV Lands to which such liens relate for North Bay’s proportionate share of
      the costs and expenses of such development or
  operation,

            


    

     

    
      	
              (iii)  

            	
              mechanics',
      builders' and materialmen's liens in respect of services rendered or goods
      supplied for which payment is not
due,

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (iv)  

            	
              easements,
      rights of way, servitudes and other similar rights in land (including
      without limitation rights of way and servitudes for highways and other
      roads, railways, sewers, drains, gas and oil pipelines, gas and water
      mains, electric light, power, telephone, telegraph and cable television
      conduits, poles, wires and cables) which do not materially impair the use
      of the JV Lands affected thereby,

            


    

     

    
      	
              (v)  

            	
              the
      right reserved to or vested in any municipality or government or other
      public authority by the terms of any lease, license, franchise, grant or
      permit or by any statutory provision, to terminate any such lease,
      license, franchise, grant or permit or to require annual or other periodic
      payments as a condition of the continuance
  thereof,

            


    

     

    
      	
              (vi)  

            	
              rights
      of general application reserved to or vested in any governmental authority
      to levy taxes on the or any of them or the income therefrom, and
      governmental requirements and limitations of general application as to
      production rates on the operations of any property,
  and

            


    

     

    
      	
              (vii)  

            	
              statutory
      exceptions to title, and the reservations, limitations, provisos and
      conditions in any original grants from the Crown of any of the mines and
      minerals within, upon or under the JV Lands;
and

            


    

     

    
      	
              (e)  

            	
              "this Agreement",
      "herein", "hereto", "hereof" and similar expressions mean and refer
      to this Agreement.

            


    

     

    
      	
              2.  

            	
              INTERPRETATION

            


    

     

    
      	
              (a)  

            	
              The
      expressions "Section", "Subsection", "Clause", "Subclause", "Paragraph"
      and "Schedule" followed by a number or letter or combination thereof mean
      and refer to the specified section, subsection, clause, subclause,
      paragraph and schedule of or to this
Agreement.

            


    

     

    
      	
              (b)  

            	
              The
      division of this Agreement into sections, subsections, clauses, subclauses
      and paragraphs and the provision of headings for all or any thereof are
      for convenience and reference only and shall not affect the construction
      or interpretation of this
Agreement.

            


    

     

    
      	
              (c)  

            	
              When
      the context reasonably permits, words suggesting the singular shall be
      construed as suggesting the plural and vice versa, and words suggesting
      gender or gender neutrality shall be construed as suggesting the
      masculine, feminine and neutral
genders.

            


    

     

    
      	
              (d)  

            	
              There
      are appended to this Agreement the following schedules pertaining to the
      following matters:

            


    

     

    Schedule
"A"                          -       JV
Lands

    


    Such
schedules are incorporated herein by reference as though contained in the body
hereof.  Wherever any term or condition of such schedules conflicts or
is at variance with any term or condition in the body of this Agreement, such
term or condition in the body of this Agreement shall prevail.

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    

    
      	
              (e)  

            	
              All
      losses, costs, claims, damages, expenses and liabilities in respect of
      which a Party has a claim pursuant to this Agreement include without
      limitation reasonable legal fees and disbursements on a solicitor and
      client basis.

            


    

     

    
      	
              3.  

            	
              CONSIDERATION

            


    

     

    As
consideration for LINCOLN earning a 50% undivided interest to the JV
Lands:

     

    
      	
              (a)  

            	
              LINCOLN
      hereby agrees to pay to North Bay the sum of $12,500 CDN upon execution of
      this Agreement, such payment not to be refunded to LINCOLN under any
      circumstances.  Of this amount, $2,500 CDN shall be deducted as
      a finder’s fee to a mutually-agreeable 3rd
      party.

            


    

     

    
      	
              (b)  

            	
              It
      is mutually agreed by the parties that any cash payments to North Bay
      shall be deducted from any net revenue generated from the JV Lands, the
      net profits of which shall be divided equally between North Bay and
      LINCOLN on a 50/50 basis.

            


    

     

    
      	
              4.  

            	
              COMMITMENT

            


    

     

    LINCOLN
agrees to expend up to one million five hundred thousand Dollars ($1,500,000
CDN) over three years as exploration expenditures, exclusive of tax thereon, on
the JV Lands, with the first year to be a minimum of $250,000 CDN.

     

    It is
further agreed that LINCOLN shall re-imburse North Bay for any claim renewal
fees due to the Province of British Columbia during the term of the
agreement.

     

    
      	
              5.  

            	
              EARNED
      INTEREST

            


    

     

    Upon
execution of this Agreement and payment in full of the Consideration amounts
specified in Section 3, LINCOLN shall have earned 50% of North Bay's undivided
interest in the JV Lands.

     

    
      	
              6.  

            	
              DEFAULT

            


    

     

    Should
LINCOLN default under this Agreement then North Bay will provide written notice
to LINCOLN with specific details of such defaults or failures.  After
receiving said notice, LINCOLN shall have 60 days to remedy such default. Should
LINCOLN fail to remedy the default within the 60 day period, LINCOLN shall
forfeit any rights it has to the JV Lands and this Agreement shall be
terminated.

     

    Should
both LINCOLN and North Bay elect to allow title to the JV Lands to lapse by
failure to pay British Columbia maintenance fees, both parties shall forfeit any
rights to the JV Lands and this Agreement shall be terminated, at no penalty to
either party.

     

    
      	
              7.  

            	
              REPRESENTATIONS
      AND WARRANTIES OF NORTH BAY

            


    

     

    North Bay
makes the following representations and warranties to LINCOLN, no claim in
respect of which shall be made or be enforceable by LINCOLN unless written
notice of such claim, with reasonable particulars, is given by LINCOLN to North
Bay within a period of twelve (12) months from the date hereof:

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    

    
      	
              (a)  

            	
              North
      Bay is duly incorporated and is validly subsisting under the laws of the
      State of Delaware;

            


    

     

    
      	
              (b)  

            	
              North
      Bay is the legal and registered beneficial owner of all of its stated
      interests in the JV Lands, and such interests are free of any liens,
      claims, charges, security interests or encumbrances of any kind
      whatsoever, except for the Permitted
  Encumbrances;

            


    

     

    
      	
              (c)  

            	
              there
      are no actions, suits, proceedings or claims existing or, to the best of
      the knowledge, information and belief of North Bay pending or threatened
      with respect to or in any manner challenging ownership of interest in any
      of the JV Lands, or which might reasonably be expected to result in a
      material impairment or loss of the JV Lands, or the proposed disposition
      of interest in the JV Lands;

            


    

     

    
      	
              (d)  

            	
              North
      Bay is in material compliance with all applicable laws, rules,
      regulations, orders and statutes applicable to it, the interest in the JV
      Lands or the operation of the JV Lands, and North Bay has not received any
      notice of any violation, and there is no basis for assertion of any
      violation, of any applicable law, order, rule, regulation, writ,
      injunction or decree of any court, governmental or conservation authority
      or any statute, and North Bay holds, in good standing, all licenses,
      registrations and qualifications
required;

            


    

     

    
      	
              (e)  

            	
              the
      execution and delivery of this letter agreement and the consummation of
      the transaction contemplated herein will not, as a result of North Bay’s
      involvement, violate nor be in conflict with any provision of any material
      agreement or instrument to which North Bay is a party or is bound or, to
      the best of the knowledge of North Bay, any judgment, decree, order,
      statute, rule or regulation applicable to North Bay and no authorizations,
      approvals or consents are required for the consummation of the transaction
      contemplated herein by North Bay;
and

            


    

     

    
      	
              8.  

            	
              REPRESENTATIONS
      AND WARRANTIES OF LINCOLN

            


    

     

    LINCOLN
makes the following representations and warranties to North Bay, no claim in
respect of which shall be made or be enforceable by North Bay unless written
notice of such claim, with reasonable particulars, is given by North Bay to
LINCOLN within a period of twelve (12) months from the date hereof:

     

    
      	
              (a)  

            	
              LINCOLN
      is duly incorporated and is validly subsisting under the laws of the State
      of Nevada;

            


    

     

    
      	
              (b)  

            	
              there
      is no action, suit, litigation, arbitration, investigation, inquiry or
      other proceeding in progress, or, to the best of LINCOLN’s knowledge,
      pending or threatened against or relating to LINCOLN or its material
      assets and there is no circumstance, matter or thing known to LINCOLN
      which might give rise to any such proceeding or to any governmental
      investigation relative to LINCOLN and there is not outstanding against
      LINCOLN any judgment, decree, injunction, rule or order of any court,
      government department, commission, agency or arbitrator;
    and

            


    

     

    
      	
              (c)  

            	
              LINCOLN
      has the requisite power, capacity and authority to enter into this letter
      agreement (and all other agreements and documents required to be delivered
      hereunder) on the terms and conditions herein set
  forth.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    

    
      	
              9.  

            	
              INDEMNITIES
      FOR REPRESENTATIONS AND WARRANTIES

            


    

     

    
      	
              (a)  

            	
              North
      Bay shall be liable to LINCOLN for and shall, in addition, indemnify
      LINCOLN from and against, all losses, costs, claims, damages, expenses and
      liabilities suffered, sustained, paid or incurred by LINCOLN which would
      not have been suffered, sustained, paid or incurred had all of the
      representations and warranties contained in Section 7 been accurate and
      truthful, provided however that nothing in this Subsection 9(a) shall be
      construed so as to cause North Bay to be liable to or indemnify LINCOLN in
      connection with any representation or warranty contained in Section 7 if
      and to the extent that LINCOLN did not rely upon such representation or
      warranty.

            


    

     

    
      	
              (b)  

            	
              LINCOLN
      shall be liable to North Bay for and shall, in addition, indemnify North
      Bay from and against, all losses, costs, claims, damages, expenses and
      liabilities suffered, sustained, paid or incurred by North Bay which would
      not have been suffered, sustained, paid or incurred had all of the
      representations and warranties contained in Section 8 been accurate and
      truthful, provided however that nothing in this Subsection 9(b) shall be
      construed so as to cause LINCOLN to be liable to or indemnify North Bay in
      connection with any representation or warranty contained in Section 8 if
      and to the extent that North Bay did not rely upon such representation or
      warranty.

            


    

     

    
      	
              (c)  

            	
              Notwithstanding
      any other provision in this Agreement, North Bay shall not be liable to or
      be required to indemnify LINCOLN in respect of any losses, costs, claims,
      damages, expenses and liabilities suffered, sustained, paid or incurred by
      LINCOLN in respect of which LINCOLN is liable to and has
      indemnified  pursuant to subsection
  9(b).

            


    

     

    
      	
              10.  

            	
              COVENANTS

            


    

     

    During
the currency of this Agreement, the Parties shall:

     

    
      	
              (a)  

            	
              not
      do any other act or thing which would or might in any way adversely affect
      the rights of the Parties
hereunder,

            


    

     

    
      	
              (b)  

            	
              make
      available to all Parties and their representatives all available relevant
      technical data, geotechnical reports, maps, digital files and other data
      with respect to the JV Lands in Parties' possession or control, including
      soil samples, and all records and files relating to the JV Lands and
      permit Parties and their representatives at their own expense to take
      abstracts therefrom and make copies
thereof;

            


    

     

    
      	
              (c)  

            	
              promptly
      provide all Parties with any and all notices and correspondence received
      from government agencies in respect of the JV Lands;
  and

            


    

     

    
      	
              (d)  

            	
              cooperate
      fully with each other in conducting exploration and in obtaining any
      surface and other rights on or related to the JV Lands as is reasonably
      required.

            


    

     

    
      	
              11.  

            	
              DISPOSITION

            


    

     

    Any sale,
assignment or transfer by a Party of all or any part of its rights or
obligations hereunder shall include a provision whereby the purchaser, successor
or assignee, as the case may be, shall agree to assume the rights and be subject
to all the liabilities and obligations of the transferring Party under this
Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              12.  

            	
              REGISTRATION

            


    

     

    LINCOLN
shall have the right to register notice of this Agreement for the sole purpose
of giving notice of its rights under this Agreement to the applicable ministries
of the British Columbia Government.

     

    
      	
              13.  

            	
              FURTHER
      ASSURANCES

            


    

     

    Each
Party will, from time to time and at all times hereafter upon request, without
further consideration, do such further acts and deliver all such further
assurances, deeds and documents as shall be reasonably required in order to
fully perform and carry out the terms of this Agreement.

     

    It should
be further noted within this Agreement that neither North Bay or any of its
principals, affiliates, or employees is a “Qualified Person” as defined by
National Instrument 43-101 and therefore not qualified to make any judgments on
the economic viability of the mining claims or minerals contained there-in,
and as such will be held harmless for any information provided both verbal and
written, expressed or implied, with regard to the economic, technical, or
geological aspects of the JV Lands.  Any such conclusions are the
product of LINCOLN’s own due diligence, of which it bears sole
responsibility.

     

    
      	
              14.  

            	
              ENTIRE
      AGREEMENT

            


    

     

    The
provisions contained in any and all documents and agreements collateral hereto
shall at all times be read subject to the provisions of this Agreement and, in
the event of conflict, the provisions of this Agreement shall
prevail.  No amendments shall be made to this Agreement unless in
writing, executed by the Parties.  This Agreement supersedes all other
agreements, documents, writings and verbal understandings between the Parties
relating to the subject matter hereof and expresses the entire agreement of the
Parties with respect to the subject matter hereof.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
      	
              15.  

            	
              GOVERNING
      LAW

            


    

     

    This
Agreement shall, in all respects, be subject to, interpreted, construed and
enforced in accordance with and under the laws of the Province of British
Columbia and applicable laws of Canada and shall, in all respects, be treated as
a contract made in the Province of British Columbia.  The Parties
irrevocably attorn and submit to the exclusive jurisdiction of the courts of the
Province of British Columbia and courts of appeal therefrom in respect of all
matters arising out of or in connection with this Agreement.

     

    
      	
              16.  

            	
              ENUREMENT

            


    

     

    This
Agreement shall be binding upon and shall enure to the benefit of the Parties
and their respective administrators, trustees, receivers, successors and
assigns.

     

    
      	
              17.  

            	
              TIME
      OF THE ESSENCE

            


    

     

    Time
shall be of the essence in this Agreement.

     

    
      	
              18.  

            	
              NOTICES

            


    

     

    The
addresses for service and the fax numbers of the Parties shall be as
follows:

     

    
      	
              North
      Bay -

            	
              North
      Bay Resources Inc

            


    

     

    
      	
               
      

            	
              2120
      Bethel Road

            


    

     

    
      	
               
      

            	
              Lansdale,
      PA 19446 USA

            


    

     

    
      	
               
      

            	
              Attn:
      Perry Leopold

            


    

     

    
      	
               
      

            	
              Fax
      No.: 215-661-8959

            


    

     

    
      	
              LINCOLN
      -

            	
               

            


    

     

    
      	
               
      

            	
              Lincoln
      Resources Inc.

            


    

     

    11622 El
Camino Real, Suite 100

     

    San
Diego, CA 92130

     

    
      	
               
      

            	
              Attn:
      Mr. Phillip Foreman

            


    

     

    
      	
               
      

            	
              Fax
      No.: __________________

            


    

     

    All
notices, communications and statements required, permitted or contemplated
hereunder shall be in writing, and shall be delivered as follows:

     

    
      	
              (a)  

            	
              by
      personal service on a Party at the address of such Party set out above, in
      which case the item so served shall be deemed to have been received by
      that Party when personally served;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

       

      
        
        

      

    

    
      	
              (b)  

            	
              by
      facsimile transmission to a Party to the fax number of such Party set out
      above, in which case the item so transmitted shall be deemed to have been
      received by that Party when transmitted;
or

            


    

     

    
      	
              (c)  

            	
              except
      in the event of an actual or threatened postal strike or other labor
      disruption that may affect mail service, by mailing first class registered
      post, postage prepaid, to a Party at the address of such Party set out
      above, in which case the item so mailed shall be deemed to have been
      received by that Party on the fifth day following the date of
      mailing.

            


    

     

    A Party
may from time to time change its address for service or its fax number or both
by giving written notice of such change to the other Party.

     

    
      	
              19.  

            	
              CURRENCY

            


    

     

    All
references to currency herein shall be deemed to be United States currency,
unless otherwise indicated.

     

    
      	
              20.  

            	
              EXECUTION
      BY COUNTERPART AND FACSIMILIE

            


    

     

    
      	
              (a)  

            	
              This
      Agreement may be executed in counterpart, no one copy of which need be
      executed by the Parties.  A valid and binding contract shall
      arise if and when counterpart execution pages are executed and delivered
      by the Parties

            


    

     

    
      	
              (b)  

            	
              The
      Parties will be entitled to rely upon delivery by facsimile machine of
      executed copies of the executed Agreement will be legally effective to
      create a valid and binding agreement between the Parties in accordance
      with the terms hereof.

            


    

     

    IN
WITNESS WHEREOF the Parties hereto have duly executed this Agreement as of the
day and year written above.

     

    LINCOLN
RESOURCES INC.

     

    


     

    Per: /s/ Phillip
Forman                                   


     

    


     

    


     

    


     

         /s/
Perry
Leopold                                                                
                                                                                     

    NORTH
BAY RESOURCES INC.

     

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
      This is
Schedule "A" attached to and forming part of a Joint-Venture Agreement made as
of the 6th day
of August, 2009 between North Bay Resources Inc. and Lincoln Resources
Inc.

    

    


     

    JV LANDS

     

    
      	
              Tenure
    Number

            	
              Type

            	
              Claim Name

            	
              Good Until

            	
              Area (ha)

            
	
              544562

            	
              Mineral

            	
              COLORADO

            	
              20091028

            	
              20.846

            
	
              564792

            	
              Mineral

            	 
      	
              20091028

            	
              20.846

            
	
              603844

            	
              Mineral

            	
              CORONATION
      2

            	
              20100504

            	
              20.844

            
	
              603845

            	
              Mineral

            	
              CORONATION
      3

            	
              20100504

            	
              41.696

            
	
              605428

            	
              Mineral

            	
              CORONATION
      4

            	
              20100604

            	
              20.846

            


    

    Total
Area: 125.078 ha