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






OPTION AND JOINT VENTURE EXPLORATION AGREEMENT

THIS AGREEMENT made the 8th day of June, 2012 (the
“Effective Date”).

BETWEEN:

MAVERICK MINERALS CORPORATION,
a company incorporated 
pursuant to the laws of the State of Nevada having an
office at Suite 700 
– 220 Bay Street, Toronto, Ontario M5J 2W4

(“Maverick”)

     OF THE FIRST PART 

AND:

ENERGOLD MINERALS INC., a
company incorporated pursuant to 
the federal laws of Canada having an office
at Suite 700 – 220 Bay 
Street, Toronto, Ontario M5J 2W4

(“Energold”)

OF THE SECOND PART 

WHEREAS:

A. Energold has represented to Maverick that it holds a 100% of
the undivided right, title and interest in and to the Jarvis Island Property
located in the Thunder Bay District in the Province of Ontario as more
particularly described at Schedule “A” (the “Property”) free and clear of
all encumbrances; 

B. The Property was previously owned by other mining companies
and is believed to have mineral potential for the production of barite; and

C. Based on the significance of the Property History, Energold
wishes to grant and Maverick wishes to acquire the right to earn up to an
aggregate 51% interest in and to the Property on the terms and subject to the
conditions set out in this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the premises and of the mutual promises, covenants, conditions, representations
and warranties herein set out, the parties agree as follows: 

ARTICLE 1 – INTERPRETATION

	1.1 	
      Definitions



For the purposes hereof the following words and phrases shall
have the following meanings:

	 	(a) 	
      “1933 Act” means the United States of America
      Securities Act of 1933, as amended from time to time;

	 	 	 
	 	(b) 	
      “Act” means the Securities Act (Ontario)
      and the rules and regulations promulgated thereunder, all as amended from
      time to time;







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	 	(c) 	
      “Agreement” means this Agreement, as amended from
      time to time;

	 	 	 
	 	(d) 	
      “Business Day” means a day other than a Saturday,
      Sunday, statutory holiday in the Province of British Columbia or any day
      on which chartered banks in the City of Vancouver, British Columbia are
      not open for business during normal business hours;

	 	 	 
	 	(e) 	
      “Feasibility Study” has the meaning ascribed to
      this term by the Canadian Institute of Mining, Metallurgy and Petroleum as
      the CIM Definition Standards on Mineral Resources and Mineral Reserves
      adopted by CIM Council, as amended;;

	 	 	 
	 	(f) 	
      “First Option” means the sole, exclusive and
      irrevocable right and option granted by Energold to Maverick hereunder to
      acquire an undivided 30% legal and beneficial interest in and to the
      Property, as more particularly described in Section 2.1;

	 	 	 
	 	(g) 	
      “First Option Period” means the period commencing
      on the Effective Date and ending on the date that the First Option is
      exercised, subject to earlier termination of this Agreement;

	 	 	 
	 	(h) 	
      “Option Period” means, collectively, the First
      Option Period and the Second Option Period;

	 	 	 
	 	(i) 	
      “Options” means, collectively, the First Option
      and Second Option;

	 	 	 
	 	(j) 	
      “Regulation S” means Regulation S promulgated
      under the 1933 Act;

	 	 	 
	 	(k) 	
      “SEC” means the United States of America
      Securities and Exchange Commission;

	 	 	 
	 	(l) 	
      “Second Option” means the sole, exclusive and
      irrevocable right and option granted by Energold to Maverick hereunder to
      acquire an undivided further 21% legal and beneficial interest in and to
      the Property such that Maverick would hold an aggregate 51% legal and
      beneficial interest in and to the Property, as more particularly described
      in Section 2.3 of this Agreement;

	 	 	 
	 	(m) 	
      “Second Option Period” means the period commencing
      on the date immediately after the date the First Option is exercised and
      ending on the date that the Second Option is exercised, subject to earlier
      termination of this Agreement;

	 	 	 
	 	(n) 	
      “Shares” means the common shares in the capital of
      Maverick; and

	 	 	 
	 	(o) 	
      “U.S. Person” has the meaning ascribed to that
      term in Regulation S.




	1.2 	
      Entire Agreement, Modification and
  Waiver



This Agreement, together with any and all agreement, document
and other instruments to be delivered pursuant hereto or simultaneously herewith
constitutes the entire agreement among Energold and Maverick pertaining to the
subject matter hereof and supersedes all prior agreements, understandings,
negotiations and discussions, whether oral or written, of and between the
parties hereto relating to the Property and there are no representations,
warranties, covenants or other agreements among the parties hereto in connection
with the subject matter hereof except as specifically set forth in this
Agreement. No supplement, modification, waiver or termination of this Agreement
shall be binding unless executed in writing by the party to be bound thereby. No
waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provisions
(whether or not similar) nor shall such waiver constitute a continuing waiver
unless otherwise expressly provided. 




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	1.3 	
      Headings



The Articles, Sections and other headings contained herein are
included solely for convenience, are not intended to be full or accurate
description of the content of this Agreement and shall not be considered part of
this Agreement. 

	1.4 	
      Currency



Unless otherwise indicated, all dollar amounts contained in
this Agreement are and shall be construed to be in dollars in the lawful
currency of Canada. 

	1.5 	
      Schedules



The following Schedules are attached to Agreement are an
integral part of this Agreement:

Schedule “A” – Property Description

ARTICLE 2 – GRANTING AND EXERCISE OF OPTIONS

	2.1 	
      Grant and Exercise of First
  Option



Energold hereby grants Maverick the First Option, to be
exercisable by Maverick:

	 	(a) 	
      issuing to Energold 200,000 Shares and delivering the
      certificates representing such Shares to Energold as follows:

	 	 	 	 
	 		(i) 	
      100,000 Shares on or before the date that is twenty-one
      (21) days after the Effective Date (the “First Share Issuance”),
      and

	 	 	 	 
	 		(ii) 	
      100,000 Shares on or before September 15, 2013 (the
      “Second Share Issuance”); and

	 	 	 	 
	 	(b) 	
      incurring a total of $200,000 in exploration expenditures
      on the Property as follows:

	 	 	 	 
	 		(i) 	
      $100,000 in exploration expenditures to be incurred on or
      before September 15, 2013 (the “First Expenditures”), and

	 	 	 	 
	 		(ii) 	
      $100,000 in exploration expenditures to be incurred on or
      before September 15, 2014 (the “Second
  Expenditures”).




	2.2 	
      First Option Obligations



Maverick is not obligated to exercise the First Option or
fulfill any of its obligations under section 2.1, except for the obligation to
complete the First Share Issuance. The First Share Issuance is a firm commitment
of Maverick and is required to be completed irrespective of whether Maverick
decides to exercise the First Option.




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	2.3 	
      Grant and Exercise of Second
  Option



Energold hereby grants Maverick the Second Option, to be
exercisable, following exercise of the First Option, by Maverick:

	 	(a) 	
      issuing to Energold 200,000 Shares and delivering the
      certificate representing such Shares to Energold on or before September
      15, 2015 (the “Third Share Issuance”), and

	 	 	 
	 	(b) 	
      incurring an additional $200,000 in exploration
      expenditures on the Property on or before the date that is the fifth (5th)
      anniversary of the Effective Date (the “Third
  Expenditures”).




	2.4 	
      Second Option Obligations



Maverick is not obligated to exercise the Second Option or
fulfill any of its obligations under section 2.3.

	2.5 	
      Vesting of Property

	 	 	 
		(a) 	
      Upon satisfaction of the conditions set out in Section
      2.1 (which, for greater certainty, totals share issuances of 200,000
      Shares and exploration expenditures of $200,000), the First Option will be
      deemed to be exercised, and a 30% beneficial right, title and interest in
      the Property will automatically vest in Maverick, free and clear of all
      encumbrances.

	 	 	 
		(b) 	
      Upon satisfaction of the condition set out in Section 2.3
      (which, for greater certainty, totals share issuances of 200,000 Shares
      and cash payments of $200,000), the Second Option will be deemed to be
      exercised, and an additional 21% undivided beneficial right, title and
      interest in the Property (for a total 51% interest) will automatically
      vest in Maverick, free and clear of all encumbrances.

	 	 	 
		(c) 	
      The parties acknowledge and agree that registered
      ownership of the Property will remain in the name of Energold, unless
      otherwise agreed to by the parties in writing.

	 	 	 
	2.6 	
      Exploration Expenditures

	 	 	 
		(a) 	
      Exploration expenditures shall be deemed to have been
      incurred by Maverick when Maverick has expended funds or has received good
      or services from third parties for which Maverick has obligation to make
      payment, whether or not payment has been made. A certificate of an officer
      of Maverick setting forth the exploration expenditures incurred by
      Maverick in reasonable detail shall be prima facie evidence of the
      same.

	 	 	 
		(b) 	
      Exploration expenditures incurred by Maverick exceeding
      the amount of exploration expenditures required to be incurred within any
      period shall be carried forward to the succeeding period and qualify as
      exploration expenditures for such succeeding period.

	 	 	 
		(c) 	
      If the exploration expenditures incurred are less than
      the amount of the exploration expenditures required to be incurred in any
      period, Maverick may, at its option, pay the deficiency to Energold, in
      cash, within sixty (60) days after the end of such period in order to
      maintain the Options. Any such payment of cash in lieu shall be deemed to
      be exploration expenditures incurred on the Property on or before the
      relevant date.







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	 	(d) 	
      If Maverick reasonably believes that it has incurred the
      exploration expenditures required to be incurred by Maverick in any period
      in order to maintain the Options, but it is subsequently determined upon
      the examination or audit by any party (for which such party shall have
      free access to all relevant information) that such exploration
      expenditures were not incurred within such period, Maverick shall not lose
      any of its rights hereunder and the Options shall not terminate, provided
      that Maverick pays to Energold such deficiency in exploration expenditures
      within thirty (30) days following such determination (if determined by
      Maverick) or within thirty (30) days following notice to Maverick of such
      deficiency (if determined by Energold), and the payment of such deficiency
      in exploration expenditures shall be deemed to be exploration expenditures
      incurred by Maverick for the purposes of this
Agreement.



ARTICLE 3 – RIGHTS AND OBLIGATIONS DURING OPTION
PERIOD

	3.1 	
      Right of Entry



Throughout the Option Period, the directors and officers of
Maverick and its servants, agents and independent contractors, shall have the
sole and exclusive right in respect of the Property to:

	 	(a) 	
      enter thereon;

	 	 	 
	 	(b) 	
      have exclusive and quiet possession thereof;

	 	 	 
	 	(c) 	
      to the extent that Maverick in its sole discretion may
      consider advisable, explore, examine, prospect, investigate, map, survey,
      mine, develop and carry out commercial production on the Property or any
      part or parts thereof;

	 	 	 
	 	(d) 	
      extract, remove and treat rock, earth, ore and minerals
      therefrom;

	 	 	 
	 	(e) 	
      dump and store materials and waste materials thereon or
      therein;

	 	 	 
	 	(f) 	
      bring upon and erect upon the Property such buildings,
      plant, machinery and equipment as Maverick may deem advisable;

	 	 	 
	 	(g) 	
      remove therefrom and dispose of reasonable quantities of
      ores, minerals and metals for the purposes of obtaining assays or making
      other tests; and

	 	 	 
	 	(h) 	
      mine, remove and sell for its own benefit any and all
      ores, minerals and ore products obtained from the
  Property.




	3.2 	
      Drill Cores



Maverick shall have custody, possession and control of all
drill cores during the Option Period and upon the termination of this Agreement
shall deliver up to Energold all such drill cores, together with all assays,
geological information, models, maps and reports made prepared or taken in
connection with the work conducted, or to be conducted, on the Property pursuant
to the terms of this Agreement.

	3.3 	
      Management Committee



Decisions regarding exploration and development of the Property
shall be determined by a committee (the “Management Committee”) comprised
of three (3) people. During the Option Period, the Management Committee shall be comprised of two (2) members who
are representatives of Energold and one (1) member who is a representative of
Maverick. Subject to Article 8, following exercise of the Second Option, the
Management Committee shall be comprised of two (2) members who are
representatives of Maverick and one (1) member who is a representative of
Energold. Decisions of the Management Committee will be made by a simple
majority vote. The Management Committee will have the authority to establish its
own rule son how meetings of the Management Committee will be called and
conducted.




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	3.4 	
      Operatorship



During the Option Period, Maverick shall act as operator of the
Property (the “Operator”) and, subject to the direction and control of
the Management Committee, shall:

	 	(a) 	
      maintain the Property in good standing, including without
      limitation:

	 	 	 	 
	 		(i) 	
      the payment of annual lease fees and maintenance
      costs,

	 	 	 	 
	 		(ii) 	
      completion of any assessment work, and

	 	 	 	 
	 		(iii) 	
      filing of all standard reports required to maintain all
      mining claims in good standing forthwith after completion of any
    work;

	 	 	 	 
	 	(b) 	
      be responsible for all work permits, environmental
      compliance, payment of contractors, insurance and other matters relating
      to work carried out on the Property;

	 	 	 	 
	 	(c) 	
      indemnify and save harmless Energold against any problems
      or liability with respect to the matters referred to in paragraph
      3.4(a);

	 	 	 	 
	 	(d) 	
      carry out all work on the Property in accordance with
      good mining practice and in compliance with the applicable laws of the
      Province of Ontario; and

	 	 	 	 
	 	(e) 	
      supply Energold with a copy of all geological data,
      reports or other information obtained during the course of the work
      program on a regular basis.




	3.5 	
      Management Fees



As Operator, Maverick shall be entitled to charge the following
fees which shall qualify as expenditures:

	 	(a) 	
      management fees in an amount up to 10% on general
      exploration expenditures; and

	 	 	 
	 	(b) 	
      other fees in an amount up to 5% on drilling or other
      major contract costs.



All HST, input Tax Credits for monies expended during the
Option Period, and any other tax credits relating to work done on the Property
during the Option Period shall be for the account of Maverick.

	3.6 	
      Work Programs During Option
  Period



During the Option Period, Maverick shall provide to and review
its exploration and development plans with Energold and Energold shall be
provided an opportunity to comment and provide input with respect to prospective
exploration and development programs.




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	3.7 	
      Technical Services Agreement with
  Energold



The parties agree to enter into a Technical Services Consulting
Agreement pursuant to which Energold shall agree to, from time to time as
required by Maverick, provide services as an independent contractor to Maverick
in connection with the Property.

ARTICLE 4 – TERMINATION OF OPTIONS

	4.1 	
      Termination of Options



The Options will terminate and Maverick will have no further
interest in the Property if the First Share Issuance and First Expenditures have
not been completed on or before September 15, 2013. If the Options are
terminated pursuant to this section 4.1, Maverick shall not be obligated to
complete any share issuance or exploration commitments under section 2.1 or 2.3,
other than the obligation to complete the First Share Issuance, and Maverick
will have no further interest in the Property.

	4.2 	
      Termination of Second
Option



The Second Option will terminate if the Third Share Issuance
and the Third Expenditures are not completed on or before September 15, 2015. If
the Second Option is terminated pursuant to this section 4.2, Maverick shall not
be obligated to complete any share issuance or exploration commitments under
section 2.3, and Maverick will have no further interest in the Second Option.
Maverick’s interest in the Property will be limited to the 30% undivided
interest in and to the Property earned on exercise of the First Option and any
other interests of Maverick provided for under this Agreement other than the
Second Option.

ARTICLE 5 – REPRESENTATIONS AND WARRANTIES

	5.1 	
      Mutual Representations and
  Warranties



Each of Maverick and Energold represents and warrants to the
other party that:

	 	(a) 	
      it is a company duly incorporated, validly subsisting and
      in good standing with respect to the filing of annual reports under the
      laws of the jurisdiction of its incorporation or organization and is or
      will be qualified to do business in the jurisdiction in which the Property
      is located and to hold an interest in the Property;

	 	 	 
	 	(b) 	
      it has full power and authority to carry on its business
      and to enter into this Agreement and any agreement or instrument referred
      to in or contemplated by this Agreement and to carry out an perform all of
      its obligations and duties hereunder;

	 	 	 
	 	(c) 	
      it has duly obtained all authorizations for the
      execution, delivery, and performance of this Agreement, and such
      execution, delivery and performance and the consummation of the
      transactions herein contemplated will not conflict with, or accelerate the
      performance required by or result in any breach of any covenants or
      agreements contained in or constitute a default under, or result in the
      creation of any encumbrance, lien or charge under the provisions of its
      constating or initiating documents or any indenture, agreement or other
      instrument whatsoever to which it is a part or by which it is bound or to
      which it may be subject and will not contravene any applicable laws;
      and

	 	 	 
	 	(d) 	
      this Agreement constitutes a legal, valid and binding
      obligation of it except:







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	 	(i) 	
      as such enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium, liquidation and other
      similar laws of general application affecting enforcement of creditors’
      rights generally, and

	 	 	 
	 	(ii) 	
      as limited by laws relating to the availability of
      specific performance, injunctive relief or other equitable
  remedies.




	5.2 	
      Representations and Warranties of
  Energold



Energold represents and warrants to Maverick that: To the best
of its information and belief that:

	 	(a) 	
      it is, and up to the time of transfer of its interest in
      the Property to Maverick it will be, the sole recorded and beneficial
      owner of a 100% undivided interest in and to the Property;

	 	 	 
	 	(b) 	
      the Property is accurately described at Schedule
    “A”;

	 	 	 
	 	(c) 	
      Energold has held the Property in compliance with all
      applicable laws, rules, statutes, ordinances, orders and regulations and
      Energold has not received any notice of any violation thereof, nor is
      Energold aware of any valid basis therefore;

	 	 	 
	 	(d) 	
      Energold has paid all fees, taxes, assessments, rentals,
      levies or other payments required to be made relating to the
    Property;

	 	 	 
	 	(e) 	
      Energold holds all permits, licenses, consents and
      authorities issued by governmental authorities which are necessary in
      connection with the ownership and mineral exploration of the
    Property;

	 	 	 
	 	(f) 	
      the Property is free and clear of all liens, charges and
      encumbrances and is not subject to any right, claim or interest of any
      other person;

	 	 	 
	 	(g) 	
      Energold has the right to dispose of its interest in and
      to the Property, and, upon exercise of the Options, to convey or cause the
      conveyance to Maverick of the Property, in each case free and clear of all
      liens, charges, encumbrances, obligations and any other royalties or
      restrictions except as provided for herein;

	 	 	 
	 	(h) 	
      there is no adverse claim or challenge against or to the
      ownership of or title to the Property, or any portion thereof not is there
      any basis therefore and there are no outstanding agreements or options to
      acquire or purchase all or any of he Property or any portion thereof or
      any interest therein and no person has any royalty or interest whatsoever
      in production or profits from all of any of the Property or any portion
      thereof;

	 	 	 
	 	(i) 	
      the Property does not contain any hazardous or toxic
      material, pollution or other adverse environmental conditions that may
      give rise to any environmental liability under any applicable
      environmental laws, and Energold has not received, nor is it aware of any
      pending or threatened, notice of non-compliance with any environmental
      law;

	 	 	 
	 	(j) 	
      during the period that Energold has been the recorded and
      beneficial owner of the Property, all activities on, in or under the
      Property have been carried out in accordance with all applicable
      environmental laws and there are no environmental conditions existing on,
      in or under the Property to which any remediate action is required or any
      liability has or may be imposed under applicable environmental
  laws;







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	 	(k) 	
      it has not received from any government agency or
      authority any notice of, or communication relating to, any actual or
      alleged environmental claims, and there are no outstanding work orders or
      actions required to be taken relating to environmental matters respecting
      the Property or any operations carried out on the Property;

	 	 	 
	 	(l) 	
      until the earlier of the exercise of the Second Option or
      the termination of this Agreement, Energold will not, without the prior
      written consent of Maverick, allow the Property to become subject to any
      claims, liens, security interests, charges and encumbrances of any nature
      or kind whatsoever or enter into any agreement (whether written or verbal)
      that may result in the creation of any such claims, liens, security
      interests, charges and encumbrances or otherwise restrict in any manner
      whatsoever the exercise of the Options by Maverick as contemplated by this
      Agreement;

	 	 	 
	 	(m) 	
      it is not aware of any facts in relation to the Property
      that, if known to Maverick, could reasonably be expected to cause Maverick
      to decide not to enter into this Agreement or not proceed to exercise the
      Options and Energold has advised Maverick of all of the material
      information relating to the mineral potential of the Property of which is
      has knowledge;

	 	 	 
	 	(n) 	
      no filing or registration with, no notice to and no
      permit, authorization, consent or approval of any public or governmental
      authorities or other person or entity is necessary for the grant or
      exercise of the Options contemplated by this Agreement or to enable
      Maverick to acquire up to an aggregate 51% undivided legal and beneficial
      interest in the Property on the exercise of the Options;

	 	 	 
	 	(o) 	
      there are no mine workings or waste dumps or mine
      tailings with respect to the Property;

	 	 	 
	 	(p) 	
      it is not a U.S. Person and is not acquiring the Shares
      for the account or benefit of, directly or indirectly, any U.S.
    Person;

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

	 	 	 
	 	(r) 	
      it 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, 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;

	 	 	 
	 	(s) 	
      it 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 harbour 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;







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	 	(t) 	
      it 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;

	 	 	 
	 	(u) 	
      it acknowledges that the it 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 Energold 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;

	 	 	 
	 	(v) 	
      it understands and agrees that Maverick will refuse to
      register any transfer of the Shares not made in accordance with the
      provisions of Regulation S, pursuant to an effective registration
      statement under the 1933 Act or pursuant to an available exemption from
      the registration requirements of the 1933 Act;

	 	 	 
	 	(w) 	
      it 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 Energold is resident (the
      “International Jurisdiction”) which would apply to the acquisition
      of the Shares;

	 	 	 
	 	(x) 	
      it is receiving the Shares pursuant to exemptions from
      prospectus or equivalent requirements under applicable securities laws or,
      if such is not applicable, Energold is permitted to receive the Shares
      under the applicable securities laws of the securities regulators in the
      International Jurisdiction without the need to rely on any
    exemptions;

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

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

	 	 	 
	 	(aa) 	
      Energold is an “accredited investor” in Canada, as that
      term is defined in National Instrument 45-106 – Prospectus and
      Registration Exemptions.




	5.3 	
      Reliance on Representations and
  Warranties



The representations and warranties hereinbefore set out are
conditions on which the parties have relied in entering into this Agreement, are
to be construed as both conditions and warranties and shall, regardless of any
investigation which may have been made by or on behalf of any party as to the
accuracy of such representations and warranties, survive the closing of the
transactions contemplated hereby and each of the parties will indemnify and save
the other harmless from all loss, damage, costs, actions and suits arising out
of or in connection with any breach of any representation or warranty contained
in this Agreement, and each party shall be entitled , in addition to any other
remedy to which it may be entitled, to set off any such loss, damage or costs
suffered by it as a result of any such breach against any payment required to be
made by it to any other party hereunder.




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ARTICLE 6 – ACKNOWLEDGEMENTS AND AGREEMENTS

	6.1 	
      Acknowledgements and Agreements of
  Energold



Energold acknowledges and agrees that:

	 	(a) 	
      none of the Shares have been or will be registered under
      the 1933 Act, or under any state securities or “blue sky” laws of any
      state of the United States, and, unless so registered, may not be offered
      or sold in the United States or, directly or indirectly, to U.S. Persons,
      except 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 applicable securities laws;

	 	 	 
	 	(b) 	
      Maverick has not undertaken, and will have no obligation,
      to register any of the Shares under the 1933 Act or any other applicable
      securities legislation;

	 	 	 
	 	(c) 	
      the decision to execute this Agreement and receive the
      Shares hereunder has not been based upon any oral or written
      representation as to fact or otherwise made by or on behalf of the Company
      and such decision is based entirely upon a review of any public
      information which has been filed by the Company with the SEC in
      compliance, or intended compliance, with applicable securities
      legislation;

	 	 	 
	 	(d) 	
      Energold and Energold’s advisor(s) have had a reasonable
      opportunity to ask questions of and receive answers from Maverick in
      connection with the issuance of the Shares hereunder, and to obtain
      additional information, to the extent possessed or obtainable by Maverick
      without unreasonable effort or expense;

	 	 	 
	 	(e) 	
      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 Shares 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 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.
  





	 	(f) 	
      Energold has been advised to consult the Energold’s own
      legal, tax and other advisors with respect to the merits and risks of
      ownership of the Shares and with respect to applicable resale restrictions, and it is solely
      responsible (and Maverick is not in any way responsible) for compliance
  with applicable resale restrictions;







- 12 -

	 	(g) 	
      none of the Shares are listed on any stock exchange or
      automated dealer quotation system and no representation has been made to
      Energold that any of the Shares will become listed on any stock exchange
      or automated dealer quotation system, except that currently certain market
      makers make market in the shares of common stock of Maverick on the OTC
      Markets Group Inc.’s Over-the-Counter Bulletin Board;

	 	 	 
	 	(h) 	
      neither the SEC nor any other securities commission or
      similar regulatory authority has reviewed or passed on the merits of the
      Shares;

	 	 	 
	 	(i) 	
      no documents in connection with the sale of the Shares
      hereunder have been reviewed by the SEC or any state securities
      administrators;

	 	 	 
	 	(j) 	
      there is no government or other insurance covering any of
      the Shares;

	 	 	 
	 	(k) 	
      the issuance and sale of the Shares to Energold will not
      be completed if it would be unlawful or if, in the discretion of Maverick
      acting reasonably, it is not in the best interests of Maverick;

	 	 	 
	 	(l) 	
      Maverick may make a notation on its records or give
      instructions to the registrar and transfer agent of Maverick in order to
      implement the restrictions on transfer set forth and described in this
      Agreement;

	 	 	 
	 	(m) 	
      the Shares are subject to resale restrictions in Canada
      and may not be traded in Canada except as permitted by the Act and the
      rules made thereunder;

	 	 	 
	 	(n) 	
      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
      Energold 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”); and

	 	 	 
	 	(o) 	
      by executing and delivering this Agreement, Energold will
      have directed Maverick not to include the Canadian Legend on any
      certificates representing the Shares to be issued to Energold, and that as
      a consequence, Energold 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.



ARTICLE 7 – COVENANTS

	7.1 	
      Covenants of Maverick



Maverick hereby covenants and agrees with Energold that during
the Option Period Maverick shall:




- 13 -

	 	(a) 	
      maintain the Property in good standing by the doing and
      the filing of assessment work or the making of payments in lieu thereof,
      by the payment of all rentals, taxes or other governmental charges which
      shall fall due during the Option Period, and the performance of all other
      actions which may be necessary in that regard and in order to keep the
      Property free and clear of all liens and other charges arising from
      Maverick’s activities thereon except those at the time contested in good
      faith by Maverick;

	 	 	 
	 	(b) 	
      record as assessment work against the Property all
      possible exploration work carried out on the Property by Maverick that
      qualifies for such recording;

	 	 	 
	 	(c) 	
      carry out its operations on the Property in a careful and
      miner-like manner and in accordance with applicable laws and regulations
      of the Province of Ontario and Canada;

	 	 	 
	 	(d) 	
      properly pay all accounts of every nature and kind for
      wages, supplies, Workers’ Compensation Assessments, income tax deductions
      and all other accounts and indebtedness incurred by it so that no claim or
      lien arises thereon or upon the Property, the ores or minerals contained
      therein and it will indemnify Energold and save them harmless from any and
      all loss, costs, actions, suits, damages or claims which may be made
      against the Energold in respect of the operations on the Property,
      provided however, that Maverick shall have the right to contest the
      validity of any such lien or claim of lien;

	 	 	 
	 	(e) 	
      maintain and keep true and correct records of all
      production from the Property and disposition thereof and of all costs and
      expenditures incurred as well as all other data necessary or proper for
      the settlement of accounts between the Parties hereto in connection with
      their rights and obligations under this Agreement and such records shall
      be open at all reasonable times upon reasonable notice for inspection by
      Energold or a duly authorized representative of Energold;

	 	 	 
	 	(f) 	
      allow Energold, or its agent or representative duly
      authorized in writing, at its own expense, to inspect the Property at all
      reasonable times and intervals, and data obtained by Maverick as a result
      of operations thereon, upon Energold giving Maverick 48 hours prior
      written notice, provided always that Energold or any such agent or
      representative shall not interfere with Maverick’s activities on the
      Property, Energold or any such agent or representative shall abide by the
      rules and regulations laid down by Maverick relating to matters of safety
      and efficiency in its operations and, notwithstanding, Maverick shall be
      under no liability to Energold or their agent or representative, and
      Energold shall indemnify Maverick, for any personal injury, including
      death, or any loss or damage to property arising from their inspection of
      the Property, however caused;

	 	 	 
	 	(g) 	
      obtain all necessary environmental permits prior to
      commencing operations on the Property and be responsible for any
      environmental assessments made by any governmental authorities as a result
      of operations on the Property;

	 	 	 
	 	(h) 	
      deliver to Energold, within a reasonable period of time
      from receipt thereof, copies of all reports, maps, assay results and other
      technical data compiled by or prepared at the direction of Maverick with
      respect to the Property; and







- 14 -

	 	(i) 	
      upon the termination of this Agreement, Maverick will
      leave the Property in a safe condition in accordance with applicable
      statutes and regulations and will deliver to Energold, forthwith, copies
      of all reports, maps, assay results and other technical data compiled by
      or prepared at the direction of Maverick with respect to the Property that
      have not previously been delivered to
Energold.




	7.2 	
      Covenants of Energold



Energold hereby covenants and agrees with Maverick that during
the Option Period Energold shall:

	 	(a) 	
      without the prior written consent of Maverick, not allow
      the Property to become subject to any encumbrance of any nature or kind
      whatsoever or enter into any agreement (whether written or verbal) that
      may result in the creation of any such encumbrance or otherwise restrict
      in any manner whatsoever the exercise of the Options by Maverick or the
      rights of Maverick to the Property as contemplated by this Agreement;
      and

	 	 	 
	 	(b) 	
      use its best efforts to obtain from its directors and
      shareholders, as applicable, and all appropriate federal, state, municipal
      or other governmental or administrative bodies, such approvals or consents
      as are required (if any) to complete the transactions contemplated
      herein.



ARTICLE 8 – JOINT VENTURE

	8.1 	
      Formation of Joint Venture



Upon exercise of the First Option and Maverick earning a 30%
interest in and to the Property, the parties will participate in a joint venture
(the “Joint Venture”) by entering into a formal joint venture agreement
(the “Joint Venture Agreement”) for the purpose of further exploration
and development of the Property and, if warranted, the operation of one or more
mines on the Property.

	8.2 	
      Participating Interests



Each party will be responsible for payment of its proportionate
share (based on its participating interest) of the operating and capital costs
of the Joint Venture’s operations, including reclamation and remediation
obligations and any security required therefore. Each party’s participating
interest shall be as follows:

	 	(a) 	
      if Maverick exercised the First Option in accordance with
      section 2.1, the participating interests and deemed expenditures of the
      parties at the time the Joint Venture is formed will
be:





	Energold: 	 	70% 	 	$	630,000 	 
	Maverick: 	 	30% 	 	$	270,000 	 




	 	(b) 	
      if Maverick exercised the Second Option in accordance
      with section 2.3, the participating interests and deemed expenditures of
      the parties at the time of exercise of the Second Option will
  be:





	Energold: 	 	49% 	 	$	588,000 	 
	Maverick: 	 	51% 	 	$	612,000 	 







- 15 -

	8.3 	
      Joint Venture Agreement



Upon the formation of a Joint Venture the parties will enter
into a formal Joint Venture Agreement which, in addition to standard Joint
Venture terms, shall include the following terms:

	 	(a) 	
      decisions regarding further exploration and development
      of the Property will be determined by the Management Committee;

	 	 	 
	 	(b) 	
      exploration and development budgets will be determined
      and approved by the Management Committee and the parties will have ninety
      (90) days after approval of the Management Committee of any such budget,
      to provide their respective share of the funds required by the
    budget;

	 	 	 
	 	(c) 	
      any failure by a party to contribute the funds required
      by any budget approved by the Management Committee to further explore or
      develop the Property within a timely manner will result in such party’s
      participating interest in the Joint Venture being diluted proportionate to
      their contributions in accordance with section 8.4; and

	 	 	 
	 	(d) 	
      if one party declines or fails to provide all or part of
      its required funding (based upon its then proportionate legal and
      beneficial interest), the other party can increase its funding to the
      amount budgeted thereby increasing their participating interest in the
      Joint Venture in accordance with section 8.4;

	 	 	 
	 	(e) 	
      after formation of the Joint Venture, unless otherwise
      agreed to by the parties in writing, Maverick will continue to be the
      Operator and will continue to fulfill the obligations set out at section
      3.4 and such other obligations as may be agreed upon by the parties from
      time to time for the duration of the Joint Venture;

	 	 	 
	 	(f) 	
      in the event that the Operator determines not to propose
      a project program or fails to do so within six (6) months of completion of
      the previous project program, the non-operator can propose and operate a
      project program; and

	 	 	 
	 	(g) 	
      after formation of the Joint Venture, the membership of
      the Management Committee will be as set out at section 3.3, except that if
      at any time following exercise of the Second Option the participating
      interests of the parties are varied pursuant to the terms of the Joint
      Venture Agreement, the Management Committee will be comprised of two (2)
      members who are representatives of the party with the majority
      participating interest and one (1) member who is a representative of the
      party with the minority participating
interest.




	8.4 	
      Dilutions



The dilution formula will be as follows:

	  	 	Contribution to Total Costs by
      a Party 	  	  
	Percentage 	 =  	(including deemed expenditures) 	  x 	  100
	Participating Interest 	 	Contribution to Total Costs by
      all Parties 	  	  
	  of a Party 	 	(including deemed expenditures)
    	  	  






- 16 -

	8.5 	
      Failure to Enter into Joint Venture
    Agreement



If for any reason the Joint Venture Agreement is not settled,
executed and delivered, this Agreement, containing the principal Joint Venture
terms, will remain binding on the parties and will continue to govern their
relationship and operations on the Property. 

ARTICLE 9 – FEASIBILITY STUDY AND PRODUCTION

	9.1 	
      Feasibility Study



If at any time during the Option Period, or at any time during
the period of the Joint Venture, a Feasibility Study is completed which
demonstrates that the Property, or any part thereof, may be profitably brought
into production (the “Mining Project”), Maverick shall have the option
and the right, subject to making any expenditures required hereunder to exercise
the Second Option and earn a 51% participating interest in the Property and
Joint Venture, to commit the financing necessary as determined by the Management
Committee to place the Mining Project into production and thereby earn a 70%
interest in the Mining Project and Joint Venture.

	9.2 	
      Production



If Maverick commits the necessary financing pursuant to section
9.1, such financing shall be provided to the Joint Venture by way of a loan or
loans, the terms of which shall provide that Maverick shall be entitled to
repayment of such loan or loans together with interest thereon out of 80% of the
free cash flow of the Mining Project in priority to all other distributions. The
balance of the 20% of the free cash flow shall be distributed to the parties
proportionately to their respective joint venture interests in the Mining
Project which at the outset, assuming Maverick making the necessary financing
available pursuant to section 9.1, will be 70% Maverick and 30% Energold. 

ARTICLE 10 – ACCESS TO INFORMATION

	10.1 	
      Access to Information



Upon the execution of this Agreement, Energold shall provide to
Maverick reasonable access to all information, documents, data, drill logs,
drill core and such other information and data as may be reasonably requested by
Maverick in Energold’s possession and control with respect to the Property. If
the Options terminate, Maverick shall return all such material to Energold.

	10.2 	
      Investigations and Availability of
  Records



Maverick and/or its directors, officers, auditors, counsel and
other authorized representatives shall be permitted to make such commercially
reasonable investigations of the Property as Maverick reasonably deems necessary
or desirable, provided always that such investigations shall not unduly
interfere with the operations of Energold. Such investigations will not,
however, affect or mitigate in any way the representations and warranties
contained in this Agreement, which representations and warranties shall continue
in full force and effect for the benefit of Maverick.

ARTICLE 11 – ENVIRONMENTAL INDEMNIFICATION

	11.1 	
      Environmental Indemnification by
  Energold



Energold agrees to indemnify and save Maverick harmless from
and against any environment claim suffered or incurred by Maverick arising
directly or indirectly from any operations or activities conducted in or on the
Property whether by Energold, its employees or agents, prior to the date of
execution of this Agreement.






- 17 -

	11.2 	
      Environmental Indemnification by
  Maverick



Maverick agrees to indemnify and save Energold harmless from
and against any environmental claim suffered or incurred by Energold arising
directly or indirectly from any operations or activities conducted in or on the
Property, whether by Maverick, its employees or agents, after the date of
execution of this Agreement.

	11.3 	
      Survival of Environmental
  Indemnities



The provisions of this Article 11 shall survive any termination
of this Agreement.

ARTICLE 12 – FORCE MAJEURE

	12.1 	
      Force Majeure



If any party to this Agreement is at any time prevented or
delayed in complying with any provisions hereof by reason of strikes, lock-outs,
labour shortages, power shortages, fuel shortages, fires, wars, insurrection,
terrorist activities, inability to gain or maintain surface access not related
to the misconduct of such party, acts of God, governmental regulations
restricting normal operations, shipping delays or any other extraordinary reason
or reasons beyond the control of such party, other than lack of funds, the
effect of which would be to halt work on the Property, the time limited for the
performance by such party its obligations hereunder shall be extended by a
period of time equal in length to the period of each such prevention or delay,
but nothing herein shall discharge such party from its obligations hereunder to
maintain the Property in respect of which it is the Operator in good
standing.

	12.2 	
      Notice of Force Majeure



Each party shall give prompt notice to the others of each event
of force majeure under Section 12.1 hereof and upon cessation of such event
shall furnish to the other party notice to that effect together with particulars
of the number of days by which the obligations of the notifying party hereunder
have been extended by virtue of such event of force majeure and all preceding
events of force majeure.

ARTICLE 13 – CONFIDENTIALITY

	13.1 	
      Confidentiality



The parties to this Agreement shall keep confidential all
books, records, files and other information supplied by any party to the other
party or its employees, agents or representatives in connection with this
Agreement or in respect of the activities carried out on the Property by any
party, or related to the sale of minerals, or other products derived from the
Property, including all analyses, reports, studies or other documents prepared
by any party or its employees, agents or representatives, which contain
information from, or otherwise reflects such books, records, files or other
information, The parties shall use their reasonable commercial efforts to ensure
that their employees, agents or representatives do not disclose, divulge,
publish, transcribe, or transfer such information, in whole or in part, other
than an Affiliate where such disclosure is for routine corporate purposes,
without the prior written consent of the other parties, which consent may not be arbitrarily or unreasonably withheld
and which shall not apply to such information or any part thereof to the extent
that:




- 18 -

	 	(a) 	
      it is required to be publicly disclosed pursuant to
      applicable securities or corporate laws or rules or requirements of any
      stock exchange, in which event the party seeking to make such disclosure
      shall provide to the n on-disclosing party at least two (2) Business Days
      prior to making such disclosure, a written copy of such proposed
      disclosure, unless mutually agreed otherwise, and shall in good faith
      consider any comments the non- disclosing party may have on such proposed
      disclosure;

	 	 	 
	 	(b) 	
      the disclosure id reasonably required to be made to a
      taxation authority in connection with the taxation affairs of the
      disclosing party; or

	 	 	 
	 	(c) 	
      such information becomes generally disclosed to the
      public, other than as a consequence of a breach hereof by one of the
      parties to this Agreement.




	13.2 	
      News Release



Notwithstanding any other provision hereof each Maverick and
Energold agree to provide to the other party the text of any proposed news
release or information update with respect to this Agreement or the Property at
least two (2) Business Days prior to release of such information to third
parties. The party receiving such proposed news release or information update
shall review and comment on the text thereof within one (1) Business Day of
receipt. The party proposing the news release or information update shall in
good faith review the comments provided and shall take reasonable steps to
modify the news release or information update according to the concerns
raised.

ARTICLE 14 – PERSONAL INFORMATION

	14.1 	
      Collection and Use of Personal
  Information



Energold acknowledges and consents to the fact that Maverick is
collecting Energold’s personal information which may be disclosed by Maverick
to:

	 	(a) 	
      securities regulatory authorities or any stock exchange
      on which Maverick’s securities may become listed;

	 	 	 
	 	(b) 	
      Maverick’s registrar and transfer agent;

	 	 	 
	 	(c) 	
      U.S. and Canadian tax authorities;

	 	 	 
	 	(d) 	
      authorise pursuant to the Proceeds of Crime (Money
      Laundering) and Terrorist Financing Act
(Canada).



By executing this Agreement, Energold consents to the foregoing
collection, use and disclosure of Energold’s personal information and to the
retention of such personal information for as long as permitted or required by
law or business practice. Energold also consents to the filing of copies or
originals of any of Energold’s documents described herein as may be required to
be filed with any securities regulatory authorities or stock exchanges in
connection with the transactions contemplated hereby.




- 19 -

ARTICLE 15 – NOTICES

	15.1 	
      Notices



Any notice or other writing required or permitted to be given
hereunder shall be sufficiently given a party or parties if delivered
personally, if sent by prepaid registered mal or if transmitted by facsimile or
other form of recorded communication tested prior to transmission:

	 	(a) 	
      In case of a notice to Maverick, at:

	 	 	 
	 		
      Maverick Minerals Corporation 
Suite 700 – 220 Bay
      Street, 
Toronto, Ontario M5J 2W4

	 	 	 
	 		
      Attention: Robert Kinloch, President and
  CEO

	 	 	 
	 		
      Facsimile No. (306) 343-0888

	 	 	 
	 	(b) 	
      In case of a notice to Energold at:

	 	 	 
	 		
      Energold Minerals Inc. 
Suite 700 – 220 Bay Street,
      
Toronto, Ontario M5J 2W4

	 	 	 
	 		
      Attention: President

	 	 	 
	 		
      Facsimile No. 416-368-5344



or at such other address or addresses as the parties to whom
such written is to be given shall have last notified the party giving the same
in the manner provided in this Section 15.1, Any notice delivered to the party
to whom it is addressed as heretofore provided shall be deemed to have been
given and received on the day it is so delivered at such address, provided that
if such day is not a Business Day, then the notice shall be deemed to have been
given and received on the Business Day next following such day. Any notice
mailed as aforesaid shall be deemed to have been given and received on the
seventh Business Day next following the date of its mailing. Any notice
transmitted by facsimile or other form of recorded communication shall be deemed
to be given and received on the first Business Day after its transmission.

ARTICLE 16 – GENERAL

	16.1 	
      Binding



This Agreement shall enure to the benefit of and be binding
upon the parties and their respective successors and permitted assigns.

	16.2 	
      Further Assurances



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.




- 20 -

	16.3 	
      Governing Law



This Agreement shall be governed by and construed in accordance
with the laws of the Province of Ontario and the laws of Canada applicable
therein. The parties hereby irrevocable attorn to the proper jurisdiction of the
Courts of the Province of Ontario.

	16.4 	
      Time is of the Essence



Time shall be of the essence in this Agreement.

	16.5 	
      Counterparts and Electronic
Means



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. Delivery of an executed
copy of this Agreement by electronic facsimile transmission or other means of
electronic communication capable of producing a printed copy will be deemed to
be execution and delivery of this Agreement as of the date set forth on page one
of this Agreement.

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

MAVERICK MINERALS CORPORATION

	Per: 	/s/Robert Kinloch 	 
	  	Authorized Signatory 	 


ENERGOLD MINERALS INC.

	Per: 	/s/John Kearney 	 
	  	Authorized Signatory 	 






SCHEDULE A

PROPERTY DESCRIPTION

The Property is described as Jarvis Island, Municipality of
Neebing, (Property Identifier 58-01-040-007-31100-0000) in the District of
Thunder Bay, in the Province of Ontario, Canada, Land Titles Division, Thunder
Bay.

The Property is described as being in the District of Thunder
Bay, in the Province of Ontario and being more particularly described as Jarvis
Island, lying in front of, and being part of, the location known as Jarvis
Location, patented on September 9, 1856. Therefore Jarvis Island is part of
Jarvis Location.

Jarvis Location was patented on September 9, 1856 to Montreal
Mining Company and in the Crown Grant is therein described as:

"All that parcel or tract of land,
situate, lying or being on the northern shore of Lake Superior in our said
province, containing by add measurement 6,400 square acres more or less...etc.
etc. with the islands and parts of islands in front of the lands herein
described..."

The Island is situated about 35 miles south of Thunder Bay
about 5 km from the shore of Lake Superior near to the U.S. border
(Minnesota).

The property is described as having 13.355 hectares or 33 acres
and is described as being of rocky terrain.