Maverick Minerals Corp.: Exhibit 10.1 - Filed by newsfilecorp.com





THIS TRANSFER AGREEMENT (THE “AGREEMENT”) RELATES TO AN
OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S.
PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S ("REGULATION S") UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). 

NONE OF THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE
BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN
THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S.
PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. 

SHARE TRANSFER AGREEMENT 

BETWEEN: SENERGY PARTNERS LLC, a Nevada Corporation,

(the “Vendor”) 

AND: ENERGOLD MINERALS INC., A Canadian Corporation

(the “Purchaser”)

WHEREAS:

A. The Vendor has requested that the Purchaser advance to
Maverick Minerals Corporation (the “Company”) an unsecured non-interest bearing
loan (the “Loan”) in the aggregate amount of 

CDN$150,000;

B. The Vendor is the beneficial owner of 8,950,000
shares of common stock (the “Shares”) of the Company; and

C. As an inducement to the Purchaser to advance the Loan, the
Vendor has agreed to sell and the Purchaser has agreed to purchase the Shares
owned by the Vendor on the terms and conditions hereinafter set forth in this
Agreement.

THEREFORE, in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged by each of the
parties), the parties covenant and agree as follows:




- 2 -

1. Purchase and Sale

1.1 On the basis of the representations and warranties of the
parties to this Agreement and subject to the terms and conditions of this
Agreement, the Purchaser agrees to purchase from the Vendor, and the Vendor
agrees to sell to the Purchaser, the Shares. The purchase price of the Shares is
the sum of US$1,000 (the “Purchase Price”).

1.2 The closing of the purchase and sale of the Shares (the
“Closing”) will take place on or before June 30, 2012 or such other date
as may be agreed to by the parties hereto (the “Closing Date”).

1.3 On the Closing Date, the Purchaser will pay the Vendor the
Purchase Price by delivering to the Vendor or the Vendor’s solicitors in trust a
bank draft, certified cheque or solicitor’s trust account cheque in the amount
of the Purchase Price.

1.4 As a condition of closing of the transactions contemplated
herein, on or before the Closing Date the Purchaser will advance the Loan to the
Company.

1.5 On the Closing Date, the Vendor will deliver to the
Purchaser, the following documents:

	 	(a) 	
      share certificates representing the Shares together with
      one or more stock transfer powers of attorney, duly endorsed by the Vendor
      for transfer in form acceptable to the Company’s registrar and transfer
      agent, or such other form of transfer acceptable to the Purchaser, for the
      purposes of effecting the registration of the Shares in the name of the
      Purchaser or its nominee subject to compliance with applicable securities
      laws; and

	 	 	 
	 	(b) 	
      all other documents and instruments as the Purchaser may
      reasonably require.



2. Representations and Warranties

2.1 The Vendor represents and warrants to the Purchaser (which
representations and warranties shall survive the closing of the transactions
contemplated in this Agreement), with the intent that the Purchaser will rely
thereon in entering into this Agreement and in concluding the purchase and sale
of the Shares as contemplated herein, that:

	 	(a) 	
      the Vendor is the beneficial and registered owner of the
      Shares free and clear of all liens, charges and encumbrances of any kind
      whatsoever;

	 	 	 
	 	(b) 	
      there are no written instruments, buy-sell agreements,
      registration rights or agreements, voting agreements or other agreements
      by and between or among the Vendor or any other person, imposing any
      restrictions upon the transfer, prohibiting the transfer of or otherwise
      pertaining to the Shares or the ownership thereof;

	 	 	 
	 	(c) 	
      the Vendor has the power and capacity and good and
      sufficient right and authority to enter into this Agreement on the terms
      and conditions set forth in this







- 3 -

	 		
      Agreement and to transfer the legal and beneficial title
      and ownership of the Shares to the Purchaser;

	 	 	 	 
	 	(d) 	
      no person, firm, corporation or entity of any kind has or
      will have any agreement or option or any right capable at any time of
      becoming an agreement to:

	 	 	 	 
	 		(i) 	
      purchase or otherwise acquire the Shares; or

	 	 	 	 
	 		(ii) 	
      require the Vendor to sell, transfer, assign, pledge,
      charge, mortgage or in any other way dispose of or encumber any of the
      Shares other than under this Agreement;

	 	 	 	 
	 	(e) 	
      this Agreement and all other documents required to be
      executed and delivered by the Vendor have been duly, or will when executed
      and delivered be duly, executed and delivered by the Vendor, and
      constitute the legal, valid and binding obligations of the Vendor,
      enforceable against the Vendor in accordance with their terms, subject to
      laws of general application relating to bankruptcy, insolvency, the relief
      of debtors, specific performance, injunctive relief and other equitable
      remedies;

	 	 	 	 
	 	(f) 	
      the entry into of this Agreement and the transactions
      contemplated hereby do not result in the violation of any of the terms and
      provisions of any law applicable to, or the constating documents of, the
      Vendor or of any agreement, written or oral, to which the Vendor may be a
      party or by which the Vendor is or may be bound;

	 	 	 	 
	 	(g) 	
      the Vendor acquired the Shares in a transaction exempt
      from the registration requirements of the 1933 Act;

	 	 	 	 
	 	(h) 	
      the Vendor is not an "underwriter" (as such term is
      defined in Section 2(11) of the 1933 Act) of any securities of the
      Company; and

	 	 	 	 
	 	(i) 	
      the Vendor has not taken any action which would impose
      any obligation or liability to any person for finder’s fees, agent’s
      commissions or like payments in connection with the execution and delivery
      of this Agreement or the consummation of the transactions contemplated
      hereby.



2.2 The Purchaser represents and warrants to the Vendor (which
representations and warranties shall survive the closing of the transactions
contemplated in this Agreement), with the intent that the Vendor will rely
thereon in entering into this Agreement and in concluding the purchase and sale
of the Shares as contemplated herein, that it:

	 	(a) 	
      is not a U.S. Person (as such term is defined in
      Regulation S of the 1933 Act) and is not acquiring the Shares for the
      account or benefit of, directly or indirectly, any U.S. Person;

	 	 	 
	 	(b) 	
      is outside the United States when receiving and executing
      this Agreement;

	 	 	 
	 	(c) 	
      understands that the Shares have not been registered
      under the 1933 Act, or under any state securities or “blue sky” laws of
      any state of the United States, and,







- 4 -

	 		
      unless so registered, may not be offered or sold in the
      United States or, directly or indirectly, to U.S. Persons, except in
      accordance with the provisions of Regulation S, pursuant to an effective
      registration statement under the 1933 Act, or pursuant to an exemption
      from, or in a transaction not subject to, the registration requirements of
      the 1933 Act and in each case only in accordance with any applicable
      securities laws;

	 	 	 	 
	 	(d) 	
      understands and agrees that offers and sales of any of
      the Shares, prior to the expiration of a period (as specified in
      Regulation S) after the date of transfer of the Shares (the “Distribution
      Compliance Period”), shall only be made in compliance with the safe harbor
      provisions set forth in Regulation S, pursuant to the registration
      provisions of the 1933 Act or an exemption therefrom, and that all offers
      and sales after the Distribution Compliance Period shall be made only in
      compliance with the registration provisions of the 1933 Act or an
      exemption therefrom and in each case only in accordance with all
      applicable securities laws;

	 	 	 	 
	 	(e) 	
      understands and agrees not to engage in any hedging
      transactions involving the Shares, prior to the end of the Distribution
      Compliance Period unless such transactions are in compliance with the
      provisions of the 1933 Act;

	 	 	 	 
	 	(f) 	
      is acquiring the Shares as principal for investment only
      and not with a view to resale or distribution and, in particular, the
      Purchaser has no intention to distribute either directly or indirectly any
      of the Shares in the United States or to U.S. Persons, except in
      compliance with the registration provisions of the 1933 Act or an
      exemption therefrom;

	 	 	 	 
	 	(g) 	
      acknowledges that the Purchaser has not acquired the
      Shares as a result of, and will not itself engage in, any “directed
      selling efforts” (as defined in Regulation S) in the United States in
      respect of any of the Shares which would include any activities undertaken
      for the purpose of, or that could reasonably be expected to have the
      effect of, conditioning the market in the United States for the resale of
      any of the Shares provided, however, that the Purchaser may sell or
      otherwise dispose of any of the Shares pursuant to registration of any of
      the Shares pursuant to the 1933 Act and any applicable state securities
      laws or under an exemption from such registration requirements and as
      otherwise provided herein;

	 	 	 	 
	 	(h) 	
      the Purchaser:

	 	 	 	 
	 		(i) 	
      is knowledgeable of, or has been independently advised as
      to, the applicable securities laws of the securities regulators having
      application in the jurisdiction in which the Purchaser is resident (the
      “International Jurisdiction”) which would apply to the acquisition of the
      Shares;

	 	 	 	 
	 		(ii) 	
      the Purchaser is purchasing the Shares pursuant to
      exemptions from prospectus or equivalent requirements under applicable
      securities laws or, if such is not applicable, the Purchaser is permitted
      to purchase the Shares under the applicable securities laws of the
      securities regulators in the International Jurisdiction without the need
      to rely on any exemptions;







- 5 -

	 		(iii) 	
      the applicable securities laws of the authorities in the
      International Jurisdiction do not require the Vendor to make any filings
      or seek any approvals of any kind whatsoever from any securities regulator
      of any kind whatsoever in the International Jurisdiction in connection
      with the issue and sale or resale of the Shares; and

	 	 	 	 	 
	 		(iv) 	
      the purchase of the Shares by the Purchaser does not
      trigger:

	 	 	 	 	 
	 			A. 	
      any obligation to prepare and file a prospectus or
      similar document, or any other report with respect to such purchase in the
      International Jurisdiction; or

	 	 	 	 	 
	 			B. 	
      any continuous disclosure reporting obligation of the
      Company or the Vendor in the International Jurisdiction; and

	 	 	 	 	 
	 		(v) 	
      the Purchaser will, if requested by the Vendor, deliver
      to the Vendor a certificate or opinion of local counsel from the
      International Jurisdiction which will confirm the matters referred to in
      subparagraphs (ii), (iii) and (iv) above to the satisfaction of the
      Vendor, acting reasonably;

	 	 	 	 	 
	 	(i) 	
      the Purchaser has the power and capacity and good and
      sufficient right and authority to enter into this Agreement on the terms
      and conditions set forth in this Agreement;

	 	 	 	 	 
	 	(j) 	
      the Purchaser is not an "underwriter" (as such term is
      defined in Section 2(11) of the 1933 Act) of any securities of the
      Company, and the Purchaser is neither an "affiliate" (as defined in Rule
      144 promulgated under the 1933 Act) of the Company, nor a member of any
      group of stockholders of the Company that, collectively, would be
      considered an affiliate of the Company;

	 	 	 	 	 
	 	(k) 	
      the Purchaser has not taken any action which would impose
      any obligation or liability to any person for finder’s fees, agent’s
      commissions or like payments in connection with the execution and delivery
      of this Agreement or the consummation of the transactions contemplated
      hereby;

	 	 	 	 	 
	 	(l) 	
      the sale of the Shares to the Purchaser as contemplated
      in this Agreement complies with or is exempt from the applicable
      securities legislation of the jurisdiction of residence of the
      Purchaser;

	 	 	 	 	 
	 	(m) 	
      it has had access to all of the books and records of the
      Company and accordingly agrees that it is familiar with and has access to
      information regarding the Company similar to information that would be
      available in a registration statement filed by the Company under the 1933
      Act;

	 	 	 	 	 
	 	(n) 	
      it has adequate net worth and means of providing for its
      current financial needs and possible personal
  contingencies;







- 6 -

	 	(o) 	
      the Purchaser is not acquiring the Shares as a result of
      any form of general solicitation or general advertising including
      advertisements, articles, notices or other communications published in any
      newspaper, magazine or similar media or broadcast over radio, or
      television, or any seminar or meeting whose attendees have been invited by
      general solicitation or general advertising; and

	 	 	 
	 	(p) 	
      understands that the Company is not a reporting issuer in
      any province of Canada and therefore resale of any of the Shares in Canada
      is restricted except pursuant to an exemption from applicable securities
      legislation.



2.3 The Purchaser agrees to deliver, along with an executed
copy of this Agreement:

	 	(a) 	
      a fully completed and executed Investor Questionnaire in
      the form attached as Exhibit 1 hereto; and

	 	 	 
	 	(b) 	
      such other supporting documentation that the Vendor or
      its legal counsel may request to establish the Purchaser’s qualification
      as a qualified purchaser.



2.4 In this Agreement, the term “U.S. Person” shall have the
meaning ascribed thereto in Regulation S.

3. Indemnity

3.1 The Vendor will indemnify and hold harmless the Purchaser
from and against:

	 	(a) 	
      any and all losses, damages, costs or deficiencies
      directly or indirectly resulting from any misrepresentation, breach of
      warranty or non-fulfilment of any covenant on the part of a Vendor under
      this Agreement; and

	 	 	 
	 	(b) 	
      any and all actions, suits, proceedings, demands,
      assessments, judgments, costs and legal and other expenses incidental to
      the foregoing.



4. Legending and Registration of Subject
Shares

4.1 The Purchaser hereby acknowledges that that upon the
issuance thereof, and until such time as the same is no longer required under
the applicable securities laws and regulations, the certificates representing
any of the Securities will bear a legend in substantially the following
form:

THE SECURITIES REPRESENTED HEREBY
HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S.
PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES
REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE
SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY
OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF 




- 7 -

REGULATION S UNDER THE 1933 ACT,
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933
ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE
1933 ACT. 

4.2 The Purchaser hereby acknowledges and agrees to the Company
making a notation on its records or giving instructions to the registrar and
transfer agent of the Company in order to implement the restrictions on transfer
set forth and described in this Agreement. The Purchaser acknowledges that the
Shares are subject to resale restrictions in Canada and may not be traded in
Canada except as permitted by the Securities Act (Ontario) (the “Act”)
and the rules made thereunder. 

4.3 Pursuant to National Instrument 45-102 – Resale of
Securities, as adopted by the Ontario Securities Commission, a subsequent
trade in the Shares will be a distribution subject to the prospectus and
registration requirements of applicable Canadian securities legislation
(including the Act) unless certain conditions are met, which conditions include
a hold period (the "Canadian Hold Period") that shall have elapsed from the date
on which the Shares were issued to the Purchaser and, during the currency of the
Canadian Hold Period, any certificate representing the Shares is to be imprinted
with a restrictive legend (the "Canadian Legend").

4.4 By executing and delivering this Agreement, the Purchaser
will have directed the Company not to include the Canadian Legend on any
certificates representing the Shares to be issued to the Purchaser. As a
consequence, the Purchaser will not be able to rely on the resale provisions of
National Instrument 45-102, and any subsequent trade in any of the Shares during
or after the Canadian Hold Period will be a distribution subject to the
prospectus and registration requirements of Canadian securities legislation, to
the extent that the trade is at that time subject to any such Canadian
securities legislation.

4.5 The Purchaser acknowledges and agrees that all costs and
expenses incurred by the Purchaser (including any fees and disbursements of any
special counsel retained by the Purchaser) relating to the purchase of the
Shares shall be borne by the Purchaser.

5. Further Assurances

5.1 The parties to this Agreement hereby agree to execute and
deliver all such further documents and instruments and do all acts and things as
may be necessary or convenient to carry out the full intent and meaning of and
to effect the transactions contemplated by this Agreement.

6. Electronic Means

6.1 Delivery of an executed copy of this Agreement by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy 




- 8 -

will be deemed to be execution and delivery of this Agreement
as of the date set forth on page one of this Agreement.

7. Counterparts

7.1 This Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall constitute an
original and all of which together shall constitute one instrument.

IN WITNESS WHEREOF the parties hereto have duly executed
this Agreement as of the 20th day of August, 2012.

 

ENERGOLD MINERALS INC.

Per: “John Kearney”

Name: ____________________________

Title:   ____________________________

 

SENERGY PARTNERS LLC

Per: “Donna Rose”

Name: ____________________________

Title:   ____________________________




EXHIBIT 1

QUESTIONNAIRE

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Share Transfer Agreement.

The Purchaser covenants, represents and warrants to the Vendor
that:

	 	1. 	
      the Purchaser has such knowledge and experience in
      financial and business matters as to be capable of evaluating the merits
      and risks of the transactions detailed in the Share Transfer Agreement and
      the Purchaser is able to bear the economic risk of loss arising from such
      transactions;
	 
	 	 	 	 	 
	 	2. 	
      the Purchaser is (tick one or more of the following
      boxes):
	 
	 	 	 	 	 
	 		(A) 	
      a director, executive officer or control person of the
      Company or an affiliate of the Company
	[   ]
	 	 	 	 	 
	 		(B) 	
      a spouse, parent, grandparent, brother, sister or child
      of a director, executive officer or control person of the Company or an
      affiliate of the Company
	[   ]
	 	 	 	 	 
	 		(C) 	
      a parent, grandparent, brother, sister or child of the
      spouse of a director, executive officer or control person of the Company
      or an affiliate of the Company
	[   ]
	 	 	 	 	 
	 		(D) 	
      a close personal friend of a director, executive officer
      or control person of the Company
	[   ]
	 	 	 	 	 
	 		(E) 	
      a close business associate of a director, executive
      officer or control person of the Company
	[   ]
	 	 	 	 	 
	 		(F) 	
      an accredited investor
	[   ]
	 	 	 	 	 
	 		(G) 	
      a company, partnership or other entity of which a
      majority of the voting securities are beneficially owned by, or a majority
      of the directors are, persons described in paragraphs A to F
	[   ]
	 	 	 	 	 
	 		(H) 	
      a trust or estate of which all of the beneficiaries or a
      majority of the trustees or executors are persons described in paragraphs
      A to F
	[   ]
	 	 	 	 	 
	 	3. 	
      if the Purchaser has checked box B, C, D, E, G or H in
      paragraph 2 above, the director, executive officer, founder or control
      person of the Company with whom the undersigned has the relationship
      is:

	 	 	 	 	 
	 		
       
	 
	 	 	 	 	 
	 		
      (Instructions to Purchaser: fill in the name of each
      director, executive officer, founder and control person which you have the
      above-mentioned relationship with. If you have checked box G or H, also
      indicate which of A to F describes the securityholders, directors,
      trustees or beneficiaries which qualify you as box G or H and provide the
      names of those individuals. Please attach a separate page if
      necessary).







- 2 -

		4. 	
      if the Purchaser has ticked box F in Section 2 above, the
      Purchaser satisfies one or more of the categories of "accredited investor"
      (as that term is defined in National Instrument 45-106) indicated below
      (please check the appropriate box): 

	 	  	
       
	
       

			
      [    ]
	
      (a) an individual registered or formerly registered under
      securities legislation in a jurisdiction of Canada, as a representative of
      a person or company registered under securities legislation in a
      jurisdiction of Canada, as an adviser or dealer, other than a limited
      market dealer registered under the Securities Act (Ontario) or the
      Securities Act (Newfoundland); 

	 	  	
       
	
       

			
      [    ]
	
      (b) an individual registered or formerly registered under
      the securities legislation of a jurisdiction of Canada as a representative
      of a person referred to in paragraph (a); 

	 	  	
       
	
       

			
      [    ]
	
      (c) an individual who either alone or with a spouse
      beneficially owns, directly or indirectly, financial assets (as defined in
      National Instrument 45-106) having an aggregate realizable value that,
      before taxes but net of any related liabilities, exceeds CDN$1,000,000;
      

	 	  	
       
	
       

			
      [    ]
	
      (d) an individual whose net income before taxes exceeded
      CDN$200,000 in each of the two more recent calendar years or whose net
      income before taxes combined with that of a spouse exceeded $300,000 in
      each of those years and who, in either case, reasonably expects to exceed
      that net income level in the current calendar year; 

	 	  	
       
	
       

			
      [    ]
	
      (e) an individual who, either alone or with a spouse, has
      net assets of at least CDN $5,000,000; or 

	 	  	
       
	
       

			
      [    ]
	
      (f) a person, other than an individual or investment
      fund, that had net assets of at least CDN$5,000,000 as reflected on its
      most recently prepared financial statements; 



     IN WITNESS WHEREOF, the
undersigned has executed this Questionnaire as of the ________ day of
__________________, 2012.

PURCHASER:

_____________________________

Energold Minerals Inc.