Exhibit 10.22






 


DEED
OF TERMINATION AND MUTUAL RELEASE Dated: Aug, 8, 2012


 


This
Deed of Termination and Mutual Release is made between:


 


Yinfu
Gold Corporation (formerly known as Element92 Resources Corp.) ("YGC"), a company incorporated under the laws of
Wyoming, United States of America with principal place of business at 713 Prudential
Tower, The Gateway, Harbour City, 21 Canton Road,Tsimshatsui, Kowloon, Hong Kong


 


And


 


Joyous Fame International
Limited ("JFL"), acompany incorporated in the British Virgin Islands; whose address
is


 


WHEREAS:


 


(A)
YGC and the JFL entered into the Revision
Agreement to the Sale & Purchase Agreement for the Acquisition of 100% of the Shares and Assets of JFL (as defined below)
pursuant to which YGC agreed to acquire and the JFL agreed to deliver 100% of the shares and
assets of JFL held by them (the "Acquisition") on the terms and conditions
as set out therein.


 


(B)Pursuant
to the Sale & Purchase Agreement, in the consideration of the Acquisition of which 76,500,000 Consideration Shares in aggregate
were issued to entities as specified by JFL (rhe"Allottees").


 


(C)As
at the date of this Deed, an aggregate of 76,500,000 Consideration Shares have been issued to the Allottees.


 


(D)The
Parties have elected to terminate the Sale & Purchase Agreement and to return the 76,500,000
Consideration Shares to YGC for cancellation on the terms and subject to the conditions of this Deed.


 


(E)JFL
represents that the main asset, the Penglai gold mining operations, was unable to generate
profits as original envisaged without tremendous expenditure to satisfy the tighten regulations
on mining and upgraded safety regulations issued by both the local provincial government and central government as a result of
mining incidents occurred in the past two years.


 


NOW
THIS DEED WITNESSETH AS FOLLOWS:


 


1.
Definitions and Interpretation


 


1.1
In this Deed, unless the context otherwise requires, the provisions in this Clause 1.1 apply: "Allottees" means
Tarn Kam Ming and Golden Vanguard Limited.;


 


"business
day" a day (other than Saturday) on which banks in Hong Kong are generally open forbusiness;


 


"Consideration
Shares" means the issued and paid-up ordinary shares in the capital of YGC which
have been /to be issued pursuant to the terms of the Sale & Purchase Agreement;


 



    	 



    	 	



    
 


"JFL"
means Joyous Fame International Limited, a company incorporated in the British Virgin Islands;


 


"Effective
Date" means the third business day after execution of this Deed by all the Parties ;


 


"Issued
Consideration Shares" means the 76,500,000 issued and paid-up ordinary shares in the capital
of YGC which have been issued to the Allottees pursuant to the terms of the Sale &Purchase
Agreement, which details are set out in schedule 2 to this Deed;


 


"Parties"
means YGC, the JFL and the Allottees, and "Party" shall mean any of them; "Person" means any legal person,
including any individual, corporation, investment fund, partnership, limited partnership,
limited liability company, joint venture, joint stock company, association, trust, unincorporated entity or other entity;


 


"Sale
& Purchase Agreement" means the sale and purchase agreement entered into between YGC
and the JFL, a copy of which is set out in schedule 1 of this Deed; and JFL.


 


1.2
References to YGC, JFL shall include their respective assigns or successors-in-interest.


 


2.Effective
Date and Termination


 


The
Parties hereby acknowledge and agree that this Deed became effective on the Effective Date,
ie. the third business day after execution of this Deed by all the Parties.


 


3.Termination
of the Sale & Purchase Agreement


 


In
consideration of the mutual premises and releases herein contained the Parties hereby acknowledge
and agree by mutual consent that the Sale & Purchase Agreement was terminated with
effect from the Effective Date without the need for any further action on the part of any of the Parties.


 


4.Return
and Cancellation of the Issued Consideration Shares In consideration of the mutual premises and releases herein contained:


 


(a)the
Allottees hereby agree and return the Issued Consideration and all certificates representing
the Issued Consideration Shares Shares to YGC for cancellation; and


 


(b)JFL
agrees and undertakes to carry out all the necessary procedures to cancel the Issued Consideration Shares immediately. Any shares not returned to by JFL to YGC will be
reported to Transfer Online as "lost". Any share certificates not returned to by JFL
to YGC will be reported to Transfer Online as "lost" and JFL will immediately execute any documents
required to confirm

that the certificate(s) have been lost.


 


5.Announcement
Both YGC and JFL agree that YGC shall, within two days after the date of this Deed,
issue an announcement in relation to the termination of the Sale & Purchase Agreement.


 


6.Acknowledgment,
confirmation, representation and warranty


 


6.1
The Parties acknowledge and confirm that the JFL obligations under the Sale & Purchase Agreement be lapsed and terminated,
the Allottees' obligations as shareholder of YGC be lapsed and terminated and YGC's obligations
under the Sale & Purchase Agreement be lapsed and terminated.


 



    	 



    	 	



    
 







6.2YGC
represents and warrants that it has obtained the necessary approval from its board of directors
(an original of the board resolution of YGC is provided herewith), has the full right, power
and authority to enter into and perform its obligations under this Deed, has complied with all
statutory and other requirements in relation thereto under the applicable laws and has taken all
corporate actions and obtained all necessary governmental or other consents, authorizations or
approvals requisite for the transactions herein contemplated and this Deed, when executed and delivered, will be valid and binding
on YGC enforceable in accordance with its terms. YGC further represents and warrants that the entering into this Deed and
the transactions contemplated hereunder, including but not limited to the JFL returning the 76,500,000 Consideration Shares to
YGC for cancellation, comply with and do not contravene the constitutional documents of YGC
and the applicable laws and regulations.


 


6.3Each
of YGC and JFL represents and warrants that they have obtained the necessary approval
from their respective board of directors (an original of the board resolution is provided herewith), have the full right, power
and authority to enter into and perform their respective obligations under this Deed, have complied with all statutory and other
requirements in relation thereto under the applicable laws and has taken all corporate actions and obtained all necessary
governmental or other consents, authorizations or approvals requisite for the transactions
herein contemplated and this Deed, when executed and delivered, will be valid and binding on them enforceable in accordance
with its terms.


 


6.4Each
of the Parties represents and warrants that it has the full right, power and authority to enter
into and perform its obligations under this Deed, has complied with all statutory and other requirements in relation thereto
under the applicable laws and has taken all actions and obtained all necessary governmental
or other consents, authorizations or approvals requisite for the transactions herein contemplated and this Deed, when executed
and delivered, will be valid and binding on it enforceable in accordance with its terms.


 


7.
Mutual Release


 


7.1 In consideration
of the mutual premises and releases herein contained: (a) YGC does hereby with effect from
the Effective Date, fully and forever release and discharge each of the JFL and their respective successors, assigns, directors,
officers, representatives, employees and agents, from any and all claims, demands, agreements, contracts, covenants, representations,
warranties, promises, undertakings, actions, suits, causes of action, obligations, controversies,
debts, costs, expenses, accounts, damages, judgments, losses and liabilities, of whatsoever kind or nature, in law, equity or otherwise,
whether known or unknown, whether or not concealed or hidden, which against any of them it has had, may have had or now has, or
which any of its successors or assigns hereafter can, shall or may have, whether arising
from or in connection with the Sale & Purchase Agreement, up to and including
the Effective Date including, without limitation, any and all claims which were or
might have been asserted; And


 


(b)
YGC does hereby with effect from the Effective Date, fully and forever release and discharge JFL and their respective successors,
assigns, directors, officers, representatives, employees and agents, from any and all claims, demands, agreements, contracts, covenants,
representations, warranties, promises, undertakings, actions, suits, causes of action, obligations,
controversies, debts, costs, expenses, accounts, damages, judgments, losses and liabilities,
of whatsoever kind or nature, in law, equity or otherwise, whether known or unknown, whether or not
concealed or hidden, which against any of them it has had, may have had or now has, or which
any of its successors or assigns hereafter can, shall or may have, whether arising from or in connection with the Consideration Shares, up to and including the Effective Date including, without limitation, any and all claims which were or might have been asserted; and


 



    	 



    	 	



    
 


(c)
JFL does hereby with effect from the Effective Date, fully and forever release and discharge YGC
and their respective successors, assigns, directors, officers, employees and agents, from any and all claims, demands, agreements,
contracts, covenants, representations, warranties, promises, undertakings, actions,
suits, causes of action, obligations, controversies, debts, costs, expenses, accounts, damages, judgments, losses and liabilities,
of whatsoever kind or nature, in law, equity or otherwise, whether known or unknown, whether or not concealed or hidden, which
against any of them it has had, may have had or now has, or which any of its successors
or assigns hereafter can, shall or may have, whether arising from or in connection
with the Sale &Purchase Agreement, up to and including the Effective Date including,
without limitation, any and all claims which were or might have been asserted.


 


8.Third
Party Rights This Deed is not intended to, and shall not, confer any rights or remedies upon any Person other than the Parties
hereto or otherwise create any third-party beneficiary hereto.


 


9.Notices
All notices, requests or demands and other communications hereunder must be in writing and shall be deemed to have been duly made
if personally delivered or mailed, posted prepaid, to the Parties.


 


10.Execution
This Deed may be executed in two or more counterparts, all of which when taken together
shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party
and delivered to the other Parties, it being understood that the Parties need not sign the
same counterpart. In the event that any signature is delivered by facsimile transmission,
such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed)
with the same force and effect as if such facsimile signature page were an original thereof.


 


11.Governing
Law This Deed is made and shall be governed in all respects, including validity, interpretation and effect, by the laws
of Wyoming, USA.


 


In
witness whereof we have caused this Deed to be executed as a deed on the day and year first above written.


 


	/s/ TsapWai Ping 	 
	Yinfu Gold Corp (forrtierly known-as"Element92 Resources Corp.)	 
	TsapWai Ping. Sole Director and President	 


 


	/s/ Wilson Huang Dong Sheng 	 
	Joyous Fame International Limited	 
	Wilson Huang Dong Sheng Managing Director