f8k093009a1ex10iii_saracreek.htm


     

    Exhibit
10.3


     

     

    THIS SHARE PURCHASE EXTENSION AGREEMENT
made the 15th day of November, 2009.

     

    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.

     

    (the
“Investor”)

     

    OF
THE FIRST PART

     

    AND:

     

    ORION RESOURCES, N.V., a
company incorporated under the laws of Suriname and having an address for
delivery at Albergastraat #33, Paramaribo, Suriname SA.

     

    (the
“Company”)

     

    OF
THE SECOND PART

     

    WHEREAS:

     

    
      	
              A.  

            	
              The
      Parties entered into a Share Acquisition and Investment Agreement
      ;

            


    

     

    
      	
              B.  

            	
              The
      Investor has requested that the closing date be extended to December 31,
      2009 and Orion has agreed to extend the closing date to December 31, 2009
      ; and

            


    

     

    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:Clause 1.1(f) is hereby amended to read as
follows:

     

    
      	
              (a)  

            	
               “Closing Date” means
      December 31, 2009 or such other date as agreed to by the parties to this
      Agreement;

            


    

     

    
      	
              2.  

            	
              NOTICES

            


    

     

    
      	
              2.1  

            	
              Any
      notices to be given by either party to the other will be sufficiently
      given if delivered personally or if sent by registered mail, postage
      prepaid, to the parties at their respective addresses shown on the first
      page of this Agreement, or to any other addresses as the parties may
      notify to the other from time to time in writing, or if transmitted by
      facsimile to such facsimile number, as the parties may notify the other
      of, from time to time.  This notice will be deemed to have been given
      at the time of delivery, if delivered in person or transmitted by
      facsimile, or within five Business Days from the date of posting if
      mailed.

            


    

     

     

     

    
      
        
        

      

      
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              3.  

            	
              GENERAL

            


    

     

    
      	
              3.1  

            	
              This
      Agreement will enure to the benefit of and will be binding on the parties
      and their respective heirs, executors, administrators, successors, and
      assigns.

            


    

     

    
      	
              3.2  

            	
              Time
      will be of the essence of this
Agreement.

            


    

     

    
      	
              3.3  

            	
              The
      terms and provisions contained in this Agreement constitute the entire
      agreement between the parties and supersede all previous oral or written
      communications regarding the purchase and sale of the
    Share.

            


    

     

    
      	
              3.4  

            	
              If
      any provision of this Agreement is determined to be void or unenforceable
      in whole or in part, that provision will be deemed not to affect or impair
      the validity of any other provision of this Agreement and the void or
      unenforceable provision will be severable from this
    Agreement.

            


    

     

    
      	
              3.5  

            	
              The
      parties may sign this Agreement in counterparts and these parts will
      together form one original agreement.  Parties may sign and
      deliver this Agreement by facsimile and facsimile signatures are legally
      binding on all parties.

            


    

     

    
      	
              3.6  

            	
              Each
      party shall, from time to time, and at all times hereafter, at the request
      of the other of them, but without further consideration, do, or cause to
      be done, all such other acts and execute and deliver, or cause to be
      executed and delivered, all such further agreements, transfers,
      assurances, instruments or documents as shall be reasonably required in
      order to fully perform and carry out the terms and intent
      hereof.

            


    

     

    
      	
              3.7  

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

            


    

     

    IN
WITNESS WHEREOF the parties have signed this Agreement as of the date written on
the first page of this Agreement.

    


    


    
      	
              SARA
      CREEK GOLD CORP.

               

              /s/ Jean
      Pomerleau                                
       

              Authorized
      Signatory

               

              Jean
      Pomerleau, Director and President

            	 
      	 
      


    

    


     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
 

    


    
      	
              ORION
      RESOURCES, N.V.

               

              /s/ Luc De
      Rooy                                   
       

              Authorized
      Signatory

               

              Luc
      De Rooy, Managing Director

            	 
      	 
      


    

     

    
 

     

     

     

     

     

     

     

     

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