f8k093009a1ex10iv_saracreek.htm


     

    Exhibit
10.4

     

     

    THIS SHARE PURCHASE OPTION AMENDING
AGREEMENT (the “Amendment Agreement”) is dated effective as of
the 15th day
of November, 2009 (the “Effective Date”).

    


    BETWEEN:

    


    SARA CREEK GOLD CORP., a
company incorporated under the laws of the State of Nevada and having an address
for notice and deliver located at 5348 Vegas Drive, #236, Las Vegas, NV
89108

    


    (“Sara Creek”)

    OF
THE FIRST PART

    AND:

    


    KAPELKA EXPLORATION INC., a
company incorporated under the laws of the Province of Alberta and having an
address for delivery at 46 Royal Ridge Rise NW, Calgary, Alberta, T3G
4V2

    


    (“Kapelka”)

    OF
THE SECOND PART

    


    WHEREAS:

    


    
      	
              A.  

            	
              This
      Amendment Agreement is supplemental to a Share Purchase Option Agreement
      dated October 5, 2009 (the “Option Agreement”)
      between Sara Creek and Kapelka with respect to the grant by Kapelka of an
      option to Sara Creek to acquire an undivided 100% interest in one (1)
      share in the capital of Orion Resources, N.V.;
  and

            


    

    


    
      	
              B.  

            	
              Sara
      Creek and Kapelka have agreed to amend the Option Agreement as herein set
      out.

            


    

    


    


    NOW THEREFORE in consideration
of the mutual covenants and agreements herein contained, and for other good and
valuable consideration (the receipt and sufficiency of which are acknowledged by
each party), the parties agree with one another as follows:

    


    
      	
              1.  

            	
              The
      recitals to this Amendment Agreement are true and correct in substance and
      in fact.  Capitalized terms used in this Amendment Agreement and
      not defined herein shall have the same meaning as set out in the Option
      Agreement.

            


    

    


    
      	
              2.  

            	
              Each
      of the parties represents and warrants to the other that they have the
      full right, power and authority to enter into and accept the terms of this
      Amendment Agreement and to carry out the transactions contemplated
      herein.

            


    

    


    
      	
              3.  

            	
              The
      Option Agreement shall be amended by deleting subsection 2.2(a) in its
      entirety and replacing it with the following, which amendment shall be in
      effect from and after the Effective
Date:

            


    

    


    
      	
               
      

            	
              “(a)

            	
              pay
      a total of US$6,500,000 for Expenditures associated with the exploration
      and development of the Property, which Expenditures may be made by Sara
      Creek in such increments as Sara Creek in its sole discretion determines
      (so long as the aggregate amount of such Expenditures are made by or
      before September 30, 2011 and that a minimum amount of US$250,000 per
      month is paid towards the Expenditures commencing on or before January 6,
      2010); and”

            


    

     

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    
 

    
      	
              4.  

            	
              The
      parties confirm that in all other respects, the terms, covenants and
      conditions of the Option Agreement remain unchanged and in full force and
      effect.

            


    

    


    
      	
              5.  

            	
              Kapelka
      acknowledges that as at the Effective Date, Sara Creek is in good standing
      under the Option Agreement.

            


    

    


    
      	
              6.  

            	
              This
      Amendment Agreement shall enure to the benefit and be binding upon the
      parties hereto and their respective heirs, executors, administrators and
      assigns as the case may be.

            


    

    


    
      	
              7.  

            	
              Time
      shall be of the essence of this Amendment
  Agreement.

            


    

    


    
      	
              8.  

            	
              This
      Amendment Agreement and the rights and obligations and relations of the
      parties shall be governed by and construed in accordance with the laws of
      the State of Nevada.  The parties agree that the courts of
      Nevada shall have the exclusive jurisdiction to entertain any action or
      other legal proceedings based on any provisions of this Amendment
      Agreement.  Each party attorns to the exclusive jurisdiction of
      the courts of Nevada.

            


    

    


    
      	
              9.  

            	
              Any
      provision or part of a provision in this Amendment Agreement determined by
      a court of competent jurisdiction to be invalid, illegal or unenforceable
      shall be deemed stricken to the extent necessary to eliminate any
      invalidity, illegality or unenforceability, and the rest of this Amendment
      Agreement and all other provisions and parts thereof shall remain in full
      force and effect and be binding upon the parties hereto as though the said
      illegal and/or unenforceable provision or part thereof had never been
      included in this Amendment
Agreement.

            


    

    


    
      	
              10.  

            	
              This
      Amendment Agreement may be executed in any number of counterparts and by
      facsimile transmission or pdf email attachment with the same effect as if
      all parties hereto had signed the same document.  All
      counterparts shall be construed together and constitute one and the same
      agreement.

            


    

    


    IN WITNESS WHEREOF the parties
have signed this Agreement as of the Effective Date.

    


    


    
      	
              SARA
      CREEK GOLD CORP.

              per:

               

              /s/ Jean
      Pomerleau                   
       

              Authorized
      Signatory

            	 
      	 
      


    

    


    


    
      	
              KAPELKA
      EXPLORATION INC.

              per:

               

              /s/ Riaz
      Sumar                            
       

              Authorized
      Signatory

            	 
      	 
      


    

     

     

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