stevenss1110609ex10.htm


    
      

      

    

    

       

      OPTION
TO PURCHASE AGREEMENT

       

      THIS AGREEMENT made as of the
30th day of September,
2009.

       

      BETWEEN:

       

      American
Mining Corporation, of Osborn Idaho, with offices at 1028 East Larch Ave
Osburn, Idaho 83849

       (hereinafter
referred to as the "Vendor") 

      PARTIES
OF THE FIRST PART

       

      AND:

       

      STEVENS
RESOURCES, INC.,
a company duly incorporated under the laws of the State of Nevada, having
an office at 1818 West Francis, Ste. 196, Spokane, WA 99208

       (hereinafter
referred to as "SRI")

       

      OF
THE SECOND PART

      WHEREAS:

       

      
        	
                A.

              	
                Vendor
      is the sole beneficial owner of 100% of four (4) en bloc unpatented mining
      claims located in Stevens County known as the Young American Lead-Zinc
      Mine Property.  The property is located SW 1⁄4 of Section 28, and
      NW 1⁄4 of Section 33, both Township 38N Range 38E Willamette Meridian,
      Stevens County Washington. The property is about 15 mile north of Kettle
      Falls, Washington.  As described in Schedule "A" attached hereto
      and forming part hereof (hereinafter together with any form of successor
      or substitute mineral tenure called the
  "Claim").

              


      

      


      
        	
                B.

              	
                The
      parties now wish to enter into an agreement granting to SRI the exclusive
      right and option to acquire an undivided 100% of the right, title and
      interest in and to the Claim on the terms and conditions as hereinafter
      set forth.

              


      

       

      NOW THEREFORE THIS AGREEMENT
WITNESSES that in consideration of the premises and the mutual promises,
covenants and agreements herein contained, the parties hereto agree as
follows:

       

      
        	
                1.

              	
                INTERPRETATION

              
	 
      	 
      


      

      


      
        	
                1.1

              	
                In
      this Agreement:

              
	 
      	 
      


      

      


      
        	 
      	
                (a)

              	
                "Effective
      Date" means the date that both parties have signed this
      Agreement;

              


      

      


      
        	 
      	
                (b)

              	
                "Mineral
      Products" means the products derived from operating the Claim as a
      mine;

              


      

      


      
        	 
      	
                (c)

              	
                "Net
      Smelter Returns" means the proceeds received by SRI from any smelter or
      other purchaser from the sale of any ores, concentrates or minerals
      produced from the Claim after deducting from such proceeds the following
      charges only to the extent that they are not deducted by the smelter or
      other purchaser in computing the proceeds:

              
	 
      	 
      


      

      


      
        	 
      	
                (i)

              	
                the
      cost of transportation of the ores, concentrates or minerals from the
      Claim to such smelter or other purchaser, including related
      transport;

              


      

      



      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      


       

      


      
        	 
      	
                (ii)

              	
                smelting
      and refining charges including penalties;
and

              


      

      


      
        	 
      	
                (iii)

              	
                marketing
      costs.

              


      

      


      
        	 
      	
                (d)

              	
                "Option"
      means the option granted by Vendor to SRI pursuant to Section
      3;

              


      

      


      
        	 
      	
                (e)

              	
                "Operating
      the Claim as a mine" or "Operation of the Claim as a mine" means any or
      all of the mining, milling, smelting, refining or other recovery of ores,
      minerals, metals or concentrates or values thereof, derived from the
      Claim;

              


      

      


      
        	 
      	
                (f)

              	
                "Dollars
      ($)" means legal currency of the United
States.

              


      

      


      
        	
                2.

              	
                REPRESENTATIONS
      AND WARRANTIES

              


      

      


      
        	
                2.1

              	
                SRI
      represents and warrants to Vendor
that:

              


      

      


      
        	 
      	
                (a)

              	
                SRI
      is a body corporate duly incorporated, organized and validly subsisting
      under the laws of its incorporating
  jurisdiction;

              


      

      


      
        	 
      	
                (b)

              	
                SRI
      has full power and authority to carry on its business and to enter into
      this Agreement and any agreement or instrument referred to or contemplated
      by this Agreement;

              


      

      


      
        	 
      	
                (c)

              	
                neither
      the execution and delivery of this Agreement nor any of the agreements
      referred to herein or contemplated hereby, nor the consummation of the
      transactions hereby contemplated will conflict with, result in the breach
      of or accelerate the performance required by any agreement to which SRI is
      a party; and

              


      

      


      
        	 
      	
                (d)

              	
                the
      execution and delivery of this Agreement and the agreements contemplated
      hereby will not violate or result in the breach of laws of any
      jurisdiction applicable or pertaining thereto or of SRI's constantan
      documents.

              


      

      


      
        	
                2.2

              	
                Vendor
      represents and warrants to SRI:

              


      

      


      
        	 
      	
                (a)

              	
                the
      Claim consists of the mineral claims YAM 1-4.  The property is
      located SW 1⁄4 of Section 28, and NW 1⁄4 of Section 33, both Township 38N
      Range 38E Willamette Meridian, Stevens County Washington which has been
      duly and validly staked and recorded, as accurately described in Schedule
      "A", is presently in good standing under the laws of the jurisdiction in
      which it is located and, except as set forth herein, is free and clear of
      all liens, charges and
encumbrances;

              


      

      


      
        	 
      	
                (b)

              	
                Vendor
      is the sole beneficial owner of a 100% interest in and to the Claim and
      has the exclusive right to enter into this Agreement and all necessary
      authority to dispose of an undivided 100% interest in and to the Claim in
      accordance with the terms of this
Agreement;

              


      

      


      
        	 
      	
                (c)

              	
                no
      person, firm or corporation has any proprietary or possessory interest in
      the Claim other than Vendor and no person is entitled to any royalty or
      other payment in the nature of rent or royalty on any minerals, ores,
      metals or concentrates or any other such products removed from the
      Claim;

              


      

      



      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      


       

      


      
        	 
      	
                (d)

              	
                neither
      the execution and delivery of this Agreement nor any of the agreements
      referred to herein or contemplated hereby, nor the consummation of the
      transactions hereby contemplated will conflict with, result in the breach
      of or accelerate the performance required by any agreement to which Vendor
      is a party or by which he is bound;

              


      

      


      
        	 
      	
                (e)

              	
                the
      execution and delivery of this Agreement and the agreements contemplated
      hereby will not violate or result in the breach of the laws of any
      jurisdiction applicable or pertaining
thereto.

              


      

      


      
        	
                2.3

              	
                The
      representations and warranties hereinbefore set out are conditions on
      which the parties have relied in entering into this Agreement and will
      survive the acquisition of any interest in the Claim by SRI and each party
      will indemnify and save the other party harmless from all loss, damage,
      costs, actions and suits arising out of or in connection with any breach
      or any representation, warranty, covenant, agreement or condition made by
      the other party and contained in this
Agreement.

              


      

      


      
        	
                3.

              	
                OPTION

              


      

      


      
        	
                3.1

              	
                Vendor
      hereby gives and grants to SRI the sole and exclusive right and option to
      acquire an undivided 100% of the right, title and interest of Vendor in
      and to the Claim, subject only to Vendor receiving the annual payments in
      accordance with the terms of this Agreement for and in consideration of
      the following:

              


      

      


      
        	 
      	
                (a)

              	
                SRI,
      or its permitted assigns, incurring exploration expenditures on the Claims
      of a minimum of $5,000 on or before September 30, 2010;
  and

              


      

      


      
        	 
      	
                (b)

              	
                SRI,
      or its permitted assigns, incurring exploration expenditures on the Claims
      of a further $25,000 (for aggregate minimum exploration expenses of
      $30,000) on or before September 30, 2011;
and

              


      

      


      
        	
                3.2

              	
                Upon
      exercise of the Option, SRI agrees to pay Vendor, commencing January 1,
      2012, the sum of $25,000 per annum for so long as SRI, or its permitted
      assigns, holds any interest in the Claims. Failure to make any such annual
      payment shall result in termination of this Agreement in accordance with
      Section 5.1.

              


      

      


      
        	
                4.

              	
                RIGHT
      OF ENTRY

              


      

      


      
        	
                4.1

              	
                Until
      such time as the Option has been exercised, SRI, its employees, agents and
      independent contractors, will have the sole and exclusive right and option
      to:

              


      

      


      
        	 
      	
                (a)

              	
                enter
      upon the Claims;

              


      

      


      
        	 
      	
                (b)

              	
                have
      exclusive and quiet possession
thereof;

              


      

      


      
        	 
      	
                (c)

              	
                do
      such prospecting, exploration, development or other mining work thereon
      and there under as SRI in its sole discretion may consider advisable;
      and

              


      

      


      
        	 
      	
                (d)

              	
                bring
      and erect upon the Claims such facilities as SRI may consider
      advisable.

              


      

      



      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      


       

      


      
        	
                5.

              	
                TERMINATION

              


      

      


      
        	
                5.1

              	
                Subject
      to Section 8, this Agreement and the Option will
  terminate:

              


      

      


      
        	 
      	
                (a)

              	
                on
      September 30, 2010 at 11:59 P.M., unless on or before that date, SRI has
      incurred exploration expenditures of a minimum of $5,000 on the
      Claims;

              


      

      


      
        	 
      	
                (b)

              	
                on
      September 30, 2011 at 11:59 P.M., unless SRI has incurred a further
      $25,000 of exploration expenditures on the Claims (for an aggregate of
      $30,000); or

              


      

      


      
        	 
      	
                (c)

              	
                at
      11:59 P.M. on January 1 of each and every year, commencing on January 1,
      2012, unless SRI or its successor or assign has paid to Vendor the sum of
      $25,000 on or before that date.

              


      

      


      
        	
                6.

              	
                COVENANTS
      OF VENDOR

              


      

      


      
        	
                6.1

              	
                Vendor
      will:

              


      

      


      
        	 
      	
                (a)

              	
                not
      do any act or thing which would or might in any way adversely affect the
      rights of SRI hereunder;

              


      

      


      
        	 
      	
                (b)

              	
                make
      available to SRI and its representatives all records and files in the
      possession of Vendor relating to the Claims and permit SRI and its
      representatives at its own expense to take abstracts there from and make
      copies thereof; and

              


      

      


      
        	 
      	
                (c)

              	
                promptly
      provide SRI with any and all notices and correspondence from government
      agencies in respect of the Claims.

              


      

      


      
        	
                7.

              	
                COVENANTS
      OF SRI

              


      

      


      
        	
                7.1

              	
                SRI
      will:

              


      

      


      
        	 
      	
                (a)

              	
                keep
      the Claims free and clear of all liens, charges and encumbrances arising
      from their operations hereunder and in good standing by the doing and
      filing of all necessary work and by the doing of all other acts and things
      and making all other payments which may be necessary in that
      regard;

              


      

      


      
        	 
      	
                (b)

              	
                permit
      Vendor, or its representatives duly authorized by it in writing, at their
      own risk and expense, access to the Claims at all reasonable times and to
      all records prepared by SRI in connection with work done on or with
      respect to the Claims;

              


      

      


      
        	 
      	
                (c)

              	
                conduct
      all work on or with respect to the Claims in a careful and miner-like
      manner and in compliance with all applicable Federal, State and local
      laws, rules, orders and regulations, and indemnify and save Vendor
      harmless from any and all Claims, suits, actions made or brought against
      it as a result of work done by SRI on or with respect to the Claims;
      and

              


      

      


      
        	 
      	
                (d)

              	
                obtain
      and maintain, or cause any contractor engaged hereunder to obtain and
      maintain, during any period in which active work is carried out hereunder,
      adequate insurance.

              


      

      


      
        	
                8.

              	
                EXERCISE
      OF OPTION

              


      

      


      
        	
                8.1

              	
                Once
      SRI has incurred the exploration expenditures, and made the payments set
      out in Section 3.1, SRI will, subject to the right of Vendor to receive
      the obligation of SRI to make the annual payments set out in Section 3.2,
      own an undivided 100% of Vendor's right, title, and interest in and to the
      Claims.

              


      

      



      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      


       

      


      
        	
                9.

              	
                OBLIGATIONS
      OF SRI AFTER TERMINATION

              


      

      


      
        	
                9.1

              	
                In
      the event of the termination of the Option, SRI
  will:

              


      

      


      
        	 
      	
                (a)

              	
                leave
      the Claims in good standing for a minimum of one (1) year under all
      applicable legislation, free and clear of all liens, charges and
      encumbrances arising from this Agreement or their operations hereunder and
      in a safe and orderly condition;

              


      

      


      
        	 
      	
                (b)

              	
                deliver
      to Vendor within 60 days of its written request a comprehensive report on
      all work carried out by SRI on the Claims (limited to factual matter only)
      together with copies of all maps, drill logs, assay results and other
      technical data compiled by SRI with respect to the
  Claims;

              


      

      


      
        	 
      	
                (c)

              	
                have
      the right, and obligation on demand made by Vendor, to remove from the
      Claims within six (6) months of the effective date of termination all
      facilities erected, installed or brought upon the Claims by or at the
      instance of SRI provided that at the option of Vendor, any or all of
      facilities not so removed will SRI from the property of Vendor;
      and

              


      

      


      
        	 
      	
                (d)

              	
                deliver
      to Vendor a duly executed transfer in registrable form of an undivided
      100% right, title and interest in and to the Claims in favors of Vendor,
      or its nominee.

              
	 
      	 
      


      

      


      
        	
                10.

              	
                TRANSFER
      OF TITLE

              
	 
      	 
      


      

      


      
        	
                10.1

              	
                Upon
      the request of SRI, Vendor will deliver to SRI a duly executed transfer in
      registrable form of an undivided 100% of Vendor's right, title and
      interest in and to the Claims in favor of SRI which SRI will be entitled
      to register against title to the Claims provided that transfer of legal
      title to the Claims as set forth in this Subsection 10.1 is for
      administrative convenience only and beneficial ownership of an undivided
      100% interest in the Claims will pass to SRI only in accordance with the
      terms and conditions of this Agreement.

              
	 
      	 
      


      

      


      
        	
                11.

              	
                REGISTRATION
      OF AGREEMENT

              
	 
      	 
      


      

      


      
        	
                11.1

              	
                Notwithstanding
      Section 10 of this Agreement, SRI or Vendor will have the right at any
      time to register this Agreement or a Memorandum thereof against title to
      the Claims.

              
	 
      	 
      
	
                12.

              	
                DISPOSITION
      OF CLAIMS

              
	 
      	 
      


      

      


      
        	
                12.1

              	
                SRI
      may at any time sell, transfer or otherwise dispose of all or any portion
      of its interest in and to the Claims and this Agreement provided that, at
      any time, SRI has first obtained the consent in writing of Vendor, such
      consent not to be unreasonably withheld and further provided that, at any
      time during the currency of this Agreement, any purchaser, grantee or
      transferee of any such interest will have first delivered to Vendor its
      agreement related to this Agreement and to the Claims,
      containing:

              


      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      


       

      
        	 
      	
                (a)

              	
                a
      covenant with Vendor by such transferee to perform all the obligations of
      SRI to be performed under this Agreement in respect of the interest to be
      acquired by it from SRI, and

              


      

      


      
        	 
      	
                (b)

              	
                a
      provision subjecting any further sale, transfer or other disposition of
      such interest in the Claims and this Agreement or any portion thereof to
      the restrictions contained in this Subsection 12.1.

              
	 
      	 
      


      

      


      
        	
                12.2

              	
                The
      provisions or Subsection 13.1 of this Agreement will not prevent either
      party from entering into an amalgamation or corporate reorganization which
      will have the effect in law of the amalgamated or surviving company
      possessing all the property, rights and interests and being subject to all
      the debts, liabilities and obligations of each amalgamating or predecessor
      company.

              


      

      


      
        	
                13.

              	
                ABANDONMENT
      OF PROPERTY

              


      

      


      
        	
                13.l

              	
                SRI
      shall have the unfettered right at any time after the exercise of the
      Option to abandon all or any part of its interest in the Claims by
      delivering a notice in writing of their intention to do so to Vendor, such
      notice to list the part or parts of the Claims to be abandoned, and if
      within 30 days of receipt of such notice Vendor delivers to SRI a notice
      ("Reacquisition Notice") stating its intention to reacquire all or part or
      parts of the Claims, SRI will deliver to Vendor duly executed recordable
      transfers of its interest in such part or parts of the Claims as Vendor
      has set forth in the Reacquisition Notice, such part or parts to be in
      good standing for at least one year beyond the date of delivery of such
      transfers and to be free and clear of all liens, charges, and encumbrances
      arising from the operations of SRI or its agents or subcontractors
      hereunder.

              


      

      


      
        	
                14.

              	
                CONFIDENTIAL
      NATURE OF INFORMATION

              


      

      


      
        	
                14.1

              	
                The
      parties agree that all information obtained from the work carried out
      hereunder and under the operation of this Agreement will be the exclusive
      property of the parties and will not be used other than for the activities
      contemplated hereunder except as required by law or by the rules and
      regulations of any regulatory authority having jurisdiction, or with the
      written consent of both parties, such consent not to be unreasonably
      withheld. Notwithstanding the foregoing, it is understood and agreed that
      a party will not be liable to the other party for the fraudulent or
      negligent disclosure of information by any of its employees, servants or
      agents, provided that such party has taken reasonable steps to ensure the
      preservation of the confidential nature of such
    information.

              


      

      


      
        	
                15.

              	
                FURTHER
      ASSURANCES

              
	 
      	 
      


      

      


      
        	
                15.1

              	
                The
      parties hereto agree that they and each of them will execute all documents
      and do all acts and things within their respective powers to carry out and
      implement the provisions or intent of this Agreement.

              
	 
      	 
      


      

      


      
        	
                16.

              	
                NOTICE

              
	 
      	 
      


      

      


      
        	
                16.1

              	
                Any
      notice, direction or other instrument required or permitted to be given
      under this Agreement will be in writing and will be given by the delivery
      or the same or by mailing the same by prepaid registered or certified mail
      in each case addressed as follows:

              
	 
      	 
      


      

      



      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      


       

      


      
        	 
      	
                (a)

              	
                if
      to Vendor

              
	 
      	 
      	
                1028
      East Larch Ave

                Osburn,
      Idaho 83849

                Attention :
AMC

              


      

      


      
        	 
      	
                (b)

              	
                if
      to Stevens Resources,
      Inc.

              


      

      1818 West
Francis, Ste. 196

      Spokane,
WA 99208

      


      
        	
                l6.2

              	
                Any
      notice, direction or other instrument aforesaid will, if delivered, be
      deemed to have been given and received on the day it was delivered, and if
      mailed, be deemed to have been given and received on the fifth business
      day following the day of mailing, except in the event of disruption of the
      postal services in which event notice will be deemed to be received only
      when actually received.

              


      

      


      
        	
                16.3

              	
                Any
      party may at any time give to the other notice in writing of any change of
      address of the party giving such notice and from and after the giving of
      such notice, the address or addresses therein specified will be deemed to
      be the address of such party for the purpose of giving notice
      hereunder.

              
	 
      	 
      


      

      


      
        	
                17.

              	
                HEADINGS

              
	 
      	 
      


      

      


      
        	
                17.1

              	
                The
      headings to the respective sections herein will not be deemed part of this
      Agreement but will be regarded as having been used for convenience
      only.

              
	 
      	 
      


      

      


      
        	
                18.

              	
                DEFAULT

              
	 
      	 
      


      

      


      
        	
                18.1

              	
                If
      any party (a "Defaulting Party") is in default of any requirement herein
      set forth other than the provisions of Section 5 for which notice of
      default need not be given, the party affected by such default will give
      written notice to the defaulting Party specifying the default and the
      Defaulting Party will not lose any rights under this Agreement, unless
      within 30 days after the giving of notice of default by the affected party
      the Defaulting Party has cured the default by the appropriate performance
      and if the Defaulting Party fails within such period to cure any such
      default, the affected party will be entitled to seek any remedy it may
      have on account of such default.

              


      

      


      
        	
                19.

              	
                PAYMENT

              


      

      


      
        	
                19.1

              	
                All
      references to monies hereunder will be in Canadian funds except where
      otherwise designated. All payments to be made to any party hereunder will
      be mailed or delivered to such party at its address for notice purposes as
      provided herein, or for the account of such party at such bank or banks in
      the United States as such party may designate from time to time by written
      notice. Said bank or banks will be deemed the agent of the designating
      party for the purpose of receiving and collecting such
      payment.

              
	 
      	 
      


      

      


      
        	
                20.

              	
                ENUREMENT

              
	 
      	 
      


      

      


      
        	
                20.1

              	
                Subject
      to Section 13, this Agreement will endure to the benefit of and be binding
      upon the parties hereto and their respective successors and permitted
      assigns.

              
	 
      	 
      


      

      



      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      


       

      


      
        	
                21.

              	
                TERMS

              
	 
      	 
      


      

      


      
        	
                21.1

              	
                The
      terms and provisions of this Agreement shall be interpreted in accordance
      with the laws of the State of Nevada.

              
	 
      	 
      


      

      


      
        	
                22.

              	
                FORCE
      MAJEURE

              
	 
      	 
      


      

      


      
        	
                22.1

              	
                No
      party will be liable for its failure to perform any of its obligations
      under this Agreement due to a cause beyond its control (except those
      caused by its own lack of funds) including, but not limited to acts of
      God, fire, flood, explosion, strikes, lockouts or other industrial
      disturbances, laws, rules and regulations or orders of any duly
      constituted governmental authority or non- availability of materials or
      transportation (each an "Intervening Event").

              
	 
      	 
      


      

      


      
        	
                22.2

              	
                All
      time limits imposed by this Agreement, other than those imposed by Section
      5, will be extended by a period equivalent to the period of delay
      resulting from an Intervening Event described in Subsection
      23.1.

              
	 
      	 
      


      

      


      
        	
                22.3

              	
                A
      party relying on the provisions of Subsection 23.1 will take all
      reasonable steps to eliminate an Intervening Event and, if possible, will
      perform its obligations under this Agreement as far as practical, but
      nothing herein will require such party to settle or adjust any labour
      dispute or to question or to test the validity of any law, rule,
      regulation or order of any duly constituted governmental authority or to
      complete its obligations under this Agreement if an Intervening Event
      renders completion impossible.

              
	 
      	 
      


      

      


      
        	
                23.

              	
                ENTIRE
      AGREEMENT

              
	 
      	 
      


      

      


      
        	
                23.1

              	
                This
      Agreement constitutes the entire agreement between the parties and
      replaces and supersedes all prior agreements, memoranda, correspondence,
      communications, negotiations and representations, whether verbal or
      written, express or implied, statutory or otherwise between the parties
      with respect to the subject matter
herein.

              


      

      


      
        	
                24.

              	
                TIME
      OF ESSENCE

              


      

      


      
        	
                24.1

              	
                Time
      will be of the essence in this
Agreement.

              


      

      


      
        	
                25.

              	
                ENFORCEMENT
      OF AGREEMENT

              


      

      


      
        	
                25.1

              	
                The
      covenants, promises, terms and conditions contained herein will be binding
      upon the parties jointly and severally and may be enforced by each as
      against each other inter se.

              


      

       


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      


       

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

       

      AMERICAN
MINING CORPORATION

       

      
        	 
      	
                 /s/Gary
      MacDonald

              
	 
      	
                By:  Gary
      MacDonald

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      
	 
      
	
                 

                STEVENS
      RESOURCES, INC.

              
	 
      	 
      
	 
      	 
      
	
                Per: 

              	
                 /s/
      Justin Miller

              
	 
      	
                by
      its Authorized Signatory: Justin Miller,
  President 

              


      

      
        
          

        

      

      This is SCHEDULE
"A" to an Agreement made as of the 30th day of September, 2009 between VENDOR and STEVENS RESOURCES,
INC.

       

      Four (4)
en bloc unpatented mining claims located in Stevens County known as the Young
American Lead-Zinc Mine Property YAM 1-4).  The property is located SW
1⁄4 of Section 28, and NW 1⁄4 of Section 33, both Township 38N Range 38E Willamette
Meridian, Stevens County Washington. The property is about 15 mile north of
Kettle Falls, Washington. 


      
        
           


        

        
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