Unassociated Document


    
      

      

    

    EXHIBIT
10.28

     

    September
9, 2009

    


    Ms.
Caitlin Jeffs, P.Geo.

    President
& CEO

    Red Metal
Resources Ltd.

    195 Park
Ave.

    Thunder
Bay, Ontario

    P7B
1B9

    


    Re:
Preparation of an NI 43-101 Technical Report for the Azucar Project, Hausco
Province, Region III, Chile

    


    Dear
Caitlan:

    


    Following
our recent conversations, Micon International Limited (Micon) is pleased to
present the following proposal to act as the independent Qualified Person for
Red Metal Resources Ltd. (Red Metal) in compiling a Property of Merit report for
the Azucar property, in compliance with Canadian National Instrument 43-101 (NI
43-101).  It is understood that Red Metal is about to commence an
exploration program on the property, the principal objective of which is to
confirm the results of previous exploration programs.  It is also
understood that drilling will be conducted as part of the exploration program
and the report will review and discuss the objectives of the drilling
program.  The completed report will be used as Red Metal’s qualifying
report for listing on the Venture Exchange.

    


    PROPOSED
SCOPE OF WORK

    


    The
ultimate purpose of this assignment is to review the exploration and drilling
program undertaken by Red Metal and to compile an NI 43-101 report describing
the drilling program, historical exploration and outline a budget of further
work.  In order to satisfy the requirements of NI 43-101, it is
considered highly desirable that Micon become involved prior to the start of the
drilling program, in order to ensure that drilling, sampling, assaying and
quality control procedures can be independently certified as meeting industry
standards.  Accordingly, Micon proposes the following general scope of
work.

    


    It is
recommended that Micon visits the property during the drilling program and that
this visit take place as soon as possible after the confirmation drilling
commences, so that all sampling and quality control procedures can be observed
and remedial action, if required, can be taken at an early stage.

    


    The final
stage of the assignment will be preparation of the NI 43-101 report, describing
the historical work, Red Metal’s exploration program and recommending a program
of further work on the property.

     

    Micon
understands that Red Metal will choose to write, subject to editing by Micon,
some or all of the additional “boiler plate” for the report and to prepare any
basic maps and figures in order to reduce costs and speed up the process of
report preparation.  It is anticipated that a draft of the complete
43-101 report would be ready for review approximately two to three weeks
following receipt from Red Metal of the last of the data needed to complete the
report.

     

    


    
      
        
          SUITE
900 - 390 BAY STREET, TORONTO ONTARIO, CANADA M5H 2Y2

          Telephone
(1) (416) 362-5135   Fax (1) (416) 362
5763

        

      

      
         

        
          

        

      

      
         

      

    

     

    Quality
control and editing of the final document will be performed by a senior member
of Micon’s professional staff.  Deliverable items will include the
required number of copies of the Technical Report and an electronic version of
the Technical Report suitable for submission to the SEDAR web site.

    


    In
performance of the work, it is understood that Micon may be supplied with
certain information and/or data by Red Metal or others and that Micon will rely
on same.  It is agreed that the accuracy of such information is not
within Micon’s control, and that Micon shall not be liable for its accuracy, nor
for its verification, unless this agreement so provides.

    


    The term
“Confidential Information” shall mean information furnished by Red Metal to
Micon relating to the work and which is designated in writing as confidential by
Red Metal.  Micon shall hold Confidential Information in confidence
and not use it or disclose it to others, except as may be required for the
performance of the work or under compulsion of law.

    


    In
preparing the 43-101 report, Micon will be relying on certain data provided by
Red Metal.  In this connection, Red Metal warrants that:

    


    
      	
              (i)  

            	
              it
      will, to the best of its knowledge and belief, provide to Micon all
      information and data necessary for completion of this
      assignment;

            


    

    


    
      	
              (ii)  

            	
              the
      information provided to Micon in the course of this assignment shall, to
      the best of its knowledge and belief, be accurate and materially complete;
      and

            


    

    


    
      	
              (iii)  

            	
              should
      it become aware of any misrepresentation, error or omission in the data
      and information provided to Micon, it shall inform Micon of this at its
      earliest opportunity.

            


    

    


    PERSONNEL

    


    The
assignment proposed herein will be under taken by the following personnel, both
of whom are Qualified Persons with respect to NI 43-101:

    

      
        	
                    
      Christopher R. Lattanzi, P. Eng.

              	
                :    
      Report Review

              
	
                     William J. Lewis, P.
      Geo.

              	
                :     Geologist and Report
      Author

              


      

       

    

    Christopher Lattanzi, former
President of Micon, is a mining engineer with 40 years of operating and
consulting experience throughout the world.  He has been involved in
the review of feasibility studies and the monitoring of mining projects for over
30 years.  Mr. Lattanzi has written and lectured widely on mine
valuation and on the factors that are critical to the success of mineral
developments.  He has appeared as an expert witness in these matters
before courts in the United States and Canada.

    


    William (Bill) Lewis is a
Senior Geologist with Micon. He has 20 years of professional experience with
both exploration and mining projects, including 10 years of experience in
production, mineral resource estimation, ore reserve reporting and grade control
in underground mines. Prior to joining Micon, he was the Chief Geologist at the
New Britannia mine in Snow Lake, Manitoba and part of the management team
responsible for the successful operation of this low-grade mine.  He
also held the position of Production Geologist at the Giant gold mine in
Yellowknife, NWT.  The gold mineralization at both the New Britannia
and Giant mines was associated with hydrothermally altered and sulphide-bearing
mafic volcanic rocks hosted in zones of shearing and deformation.

    


    
      
         

      

      
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    Micon
will make every effort to make available a fully qualified team to undertake
this assignment.  The named personnel are currently available to work
on this assignment according to the schedule requested by Red Metal or as
proposed.  If for any reason the start or progress of the assignment
is delayed by Red Metal for more than 15 days from its acceptance of this
proposal and its terms, Micon does not guarantee that all proposed team members
will be available and reserves the right to propose suitable alternative
personnel.

    


    COMMERCIAL
TERMS

    


    Micon
charges for its professional services on the basis of the time spent working on
the affairs of its clients.  The following fee rates are applicable to
this assignment:

    

      
        	
                    
      Christopher R. Lattanzi

              	
                :    
      Cdn$225 per hour 

              
	
                    
      William Lewis

              	
                :    
      Cdn$180 per hour

              
	
                     Lynn
      Mortimore

              	
                :    
      Cdn$85 per hour

              


      

       

    

    Expenses
are billed, in addition to fees, in the following manner:

    


    
      	
              ·  

            	
              A
      service charge of 3% of professional fees is added to each invoice to
      cover office expenses such as telephone charges, electronic communication,
      in-house printing, photocopying and the
like.

            


    

    


    
      	
              ·  

            	
              External
      charges incurred for items such as travel on out-of-office assignments,
      assaying or testing, and printing and binding of reports will be invoiced,
      in addition, at cost.

            


    

    


    It is not
possible, at this time, to estimate with precision the cost of the assignment
proposed herein.  Micon’s experience with similar assignments,
however, suggests that fees will be in the range of Cdn$22,000 to
Cdn$32,000.  Micon will make every reasonable effort to minimize this
cost.  The estimated fees exclude expenses incurred for travel and
subsistence while on site.  The site visit will be between Toronto and
the closest city to the site.  Micon will invoice Red Metal for
expenses at its cost and will do its best to conduct the work in a manner which
minimizes total expenses.  At this point we believe that the site
visit may require between five and seven days, including travel time, with the
airfare and expenditures for the site visit totalling between Cdn$7,000 and
$10,000.  Travel time outside normal office hours is billed at 50% of
the fee rates quoted above.  It is Micon’s general practice to travel
business class on international assignments.

    


    It is
Micon’s standard practice with all clients to secure an initial payment of
approximately 50% of the estimated cost of a project prior to the site visit and
the commencement of work.  In this instance, we suggest that an amount
of Cdn$16,000 is appropriate.  A portion of the advance requested from
Red metal will be set against each monthly invoice until it is drawn
down.  Invoices will be rendered monthly and payment is due within 30
day of receipt.

     

    
      
         

      

      
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    Sincerely

    


    MICON
INTERNATIONAL LIMITED

    


    


    “William
J Lewis”

    


    


    William
J. Lewis, P.Geo.

    Senior
Geologist

    


    


    


    We trust
that this proposal is fully responsive to your requirements.Should you find the
terms of this proposal acceptable and wish to retain Micon, your acceptance of
this proposal and its terms will be shown by your signature
below.  The accepted proposal will form part of the agreement for
services between Micon and Red Metal.  Please fax or mail a copy to
our Toronto office

    


    


    


    


    _____________________________________                                ______________________

    Client
Signature                                                                                                           Date

    


    


    


    


    _____________________________________                                 ______________________

    Micon
Signature                                                                                                           Date

     


    
      
        
           

        

         


      

      
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    AGREEMENT
FOR TECHNICAL SERVICES

    


    This
agreement is entered into on September 9, 2009, between Micon International
Limited (Micon), with principal offices at 900 - 390 Bay Street, Toronto,
Ontario, Canada M5H 2Y2 and Red Metal Resources Ltd. (the Client) whose business
address is 195 Park Ave., Thunder Bay, Ontario, P7B 1B9.

    


    Micon
shall perform the services and shall be paid in accordance with Schedule A,
which is attached hereto.

    


    
      	
              1.  

            	
              Micon
      warrants that it will perform the work as outlined in Schedule A in
      accordance with the standards of care and diligence normally practised by
      recognized consulting firms in performing work of similar
      nature.  If, during the three-month period following completion
      of the work under this agreement, it is shown that there is an error in
      the work as a result of Micon’s failure to meet those standards, and the
      Client has notified Micon in writing of any such error within that period,
      Micon shall perform, at its own cost, such corrective services within the
      original scope of work as may be necessary to remedy such
      error.  The cost to Micon of fulfilling its responsibility under
      this paragraph 1 shall not exceed ten per cent of Micon’s gross fees
      billed under this agreement.

            


    

    


    
      	
              2.  

            	
              Micon
      will maintain in force during the period that the work is performed under
      this agreement professional liability, personal injury, property damage
      and non-owned automobile insurance.  Micon will provide evidence
      of insurance in Schedule B to this agreement, if required by the
      client.

            


    

    


    
      	
              3.  

            	
              Micon
      will indemnify the Client against any and all claims, demands and causes
      of action for injury or death of persons or for damage to or destruction
      of property (other than property of the Client for which the Client
      assumes responsibility) resulting from any and all negligent or wilful
      acts or omissions of Micon and that of its officers, employees and agents
      while at the Client’s property, or properties that are the subject of the
      work described in Schedule A.  Except for Micon’s obligation
      under paragraph 1 above, Micon’s liability under this agreement shall not
      exceed the amounts recoverable and recovered under the scope and limits of
      the insurance coverages specifically required to be maintained by Micon
      under paragraph 2 above, and the Client agrees to release, defend and
      except to the extent of Micon’s negligence or wilful misconduct or that of
      its officers, employees or agents, indemnify Micon, its officers,
      employees and agents from and against any and all further liability
      arising in any manner from the work, including actions commenced or claims
      made by any third party.  The parties hereby waive, and shall
      require their insurers to waive, subrogation against the other party under
      any applicable policy of insurance.

            


    

     

    
      
         

      

      
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              4.  

            	
              In
      performance of the work, it is understood that Micon may be supplied with
      certain information and/or data by the Client or others and that Micon
      will rely on same.  It is agreed that the accuracy of such
      information is not within Micon’s control, and that Micon shall not be
      liable for its accuracy, nor for its verification, unless this agreement
      so provides.

            


    

    


    
      	
              5.  

            	
              The
      Client warrants that:

               

            


    

    
      	
              i)  

            	
              It
      will, to the best of its knowledge and belief, provide to Micon all
      information and data necessary for the completion of the
    work;

            


    

    
      	
              ii)  

            	
              The
      information provided to Micon in the course of the work shall, to the best
      of its knowledge and belief, be accurate and materially complete;
      and

            


    

    
      	
              iii)  

            	
              Should
      it become aware of any misrepresentation, error or omission in the data
      and information provided to Micon, it shall inform Micon of this at its
      earliest opportunity.

            


    

    


    
      	
              6.  

            	
              As
      used herein the term “Confidential Information” shall mean information
      furnished by the Client to Micon relating to the work and which is
      designated in writing as confidential by the Client.  Micon
      shall hold Confidential Information in confidence and not use it or
      disclose it to others, except as may be required for the performance of
      the work or under compulsion of
law.

            


    

    


    
      	
              7.  

            	
              If
      the Client terminates this agreement with or without cause, then the
      Client shall provide ten business days written notice to
      Micon.  In such case, Micon shall be paid costs incurred and
      fees earned to the date of termination and through disbanding of the
      project team and neither party shall be entitled to any other compensation
      or damages from the other.

            


    

    


    
      	
              8.  

            	
              Neither
      party shall be responsible or held liable to the other for indirect or
      consequential damages, including but not limited to, loss of profit, loss
      of investment, loss of product or business
      interruption.  Neither party shall be in default hereunder to
      the extent that such default is caused by a cause beyond the party’s
      reasonable control.  The warranties, obligations, liabilities
      and remedies of the parties, as provided herein, are exclusive and in lieu
      of any others available at law or in equity save as expressly stated
      herein.  Indemnifications, releases from liability and
      limitations of liability shall apply notwithstanding the fault, negligence
      or strict liability of the party indemnified, released or whose liability
      is limited.  The parties agree to look solely to each other with
      respect to performance of this
agreement.

            


    

     

    
      
         

      

      
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This
agreement and the attached Schedules constitute the complete basis for the
agreement.  No other representations of any kind, oral or otherwise,
have been made.  This agreement shall be governed by the laws of the
Province of Ontario, Canada.

    


    MICON
INTERNATIONAL LIMITED

    


    


    By:          ____________________________________________________

    Signature

    


    


    ____________________________________________________

    Print Name

    Date:       ____________________________________________________

    


    


    RED METAL
RESOURCES LTD.

    


    


    By:          ____________________________________________________

    Signature

    


    


    ____________________________________________________

    Print Name

    Date:       ____________________________________________________

     

     

     

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