REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION
RIGHTS AGREEMENT (this “Agreement”) is made as of _________ 2012, among American Strategic Minerals Corp., a
Nevada corporation (the “Company”), and each signatory hereto (each, an “Investor” and collectively,
the “Investors”).


R E C I T A L S


WHEREAS, the Company
and the Investors are parties to Subscription Agreements (the “Subscription Agreements”), dated as of the date
hereof, as such may be amended and supplemented from time to time;


WHEREAS, the Investors’
obligations under the Subscription Agreements are conditioned upon certain registration rights under the Securities Act of 1933,
as amended (the “Securities Act”); and


WHEREAS, the Investors
and the Company desire to provide for the rights of registration under the Securities Act as are provided herein upon the execution
and delivery of this Agreement by such Investors and the Company.


NOW, THEREFORE,
in consideration of the promises, covenants and conditions set forth herein, the parties hereto hereby agree as follows:


1.      
Registration Rights.


1.1             
Definitions. As used in this Agreement, the following terms shall have the meanings
set forth below:


(a)                
“Commission” means the United States Securities and Exchange Commission.


(b)                
“Common Stock” means the Company’s common stock, par value $0.0001
per share.


(c)                
“Effectiveness Date” means the date that is ninety (90) days after the
Filing Date.


(d)                
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


(e)                
“Filing Date” means the date that is ninety (90) days after the Trigger
Date.


(f)                 
 “Investor” means any person owning Registrable Securities who becomes
party to this Agreement by executing a counterpart signature page hereto, or other agreement in writing to be bound by the terms
hereof, which is accepted by the Company.


(g)                
The terms “register,” “registered” and “registration”
refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities
Act, and the declaration or ordering of effectiveness of such registration statement or document.


(h)                
“Registrable Securities” means any of the Shares or any securities issued
or issuable as (or any securities issued or issuable upon the conversion or exercise of any warrant, right or other security that
is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Shares; provided,
however, that Registrable Securities shall not include any securities of the Company that have previously been registered
and remain subject to a currently effective registration statement or which have been sold either pursuant to a registration statement
or Rule 144, or which have been sold in a private transaction in which the transferor’s rights under this Section 1
are not assigned, or which may be sold immediately without registration under the Securities Act and without volume restrictions
pursuant to Rule 144.






     

     

    
 


(i)                  
“Rule 144” means Rule 144 as promulgated by the Commission under the Securities
Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.


(j)                 
“Rule 415” means Rule 415 as promulgated by the Commission under the Securities
Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.


(k)                
 “Shares” means the shares of Common Stock (i) issued pursuant to the Subscription
Agreements, and (ii) underlying the Warrants.


(l)                  
“Trigger Date” means the Final Closing Date (as defined in the Subscription
Agreement).


(m)              
“Warrants” means the warrants to purchase Common Stock issued pursuant
to the Subscription Agreement.


1.2             
 Company Registration.


(a)                
On or prior to the Filing Date, the Company shall prepare and file with the Commission a registration
statement (the “Registration Statement”) covering the Registrable Securities for an offering to be made on a
continuous basis pursuant to Rule 415. The Registration Statement shall be on Form S-1 or, if the Company is so eligible, on Form
S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form S-3, as the
case may be, in which case such Registration Statement shall be on another appropriate form in accordance herewith) and shall contain
(unless otherwise directed by Investors holding an aggregate of at least 75% of the Registrable Securities on a fully diluted basis)
substantially the “Plan of Distribution” attached hereto as Annex A. The Company shall use its reasonable
best efforts to cause the Registration Statement to be declared effective under the Securities Act as soon as possible and, in
any event, by the Effectiveness Date. The Company shall use its reasonable best efforts to keep the Registration Statement continuously
effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may
be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant
to Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). 


(b)                
If a Registration Statement covering the Registrable Securities is not filed with the SEC
on or prior to the Filing Date, or not effective with the SEC prior to the Effectiveness Date, the Company will make payments to
the Investor, as liquidated damages and not as a penalty, in an amount equal to one (1.0%) pecent of the amount of the Investor’s
investment held by the Investor at the time such payment obligation arises (and provided such shares are not otherwise salable
pursuant to Rule 144), for each thirty (30) day period (or pro rata for any portion thereof) following the Filing Date or Effectiveness
Date, as applicable, provided that in no event shall the aggregate liquidated damages paid pursuant to this Section 1.2(b) exceed
six (6%) percent. Such payments shall constitute the Seller’s exclusive remedy for such occurrences. Such payments shall
be made to Investor in cash or Common Stock no later than thirty (30) days following the end of each thirty (30) day period, at
Company’s option, and in the event payment is made in Common Stock, such issuances shall be based upon the 30 day VWAP (as
reported on Bloomberg) for the Common Stock through the date that is one (1) day prior to the date upon which such payment obligation
arises. The Company shall not be obligated to pay any liquidated damages if the Company is unable to fulfill its registration obligations
as a result of rules, regulations, positions or releases issued or actions taken by the Commission pursuant to its authority with
respect to Rule 415, and the Company registers at such time the maximum number of shares of Common Stock permissible upon consultation
with the staff of the Commission. 


 


(c)                
If during the Effectiveness Period, the number of Registrable Securities at any time exceeds
100% of the number of shares of Common Stock then registered on the Registration Statement, the Company shall file as soon as reasonably
practicable an additional registration statement covering the resale of not less than the number of such Registrable Securities.






     

     

    
 


(d)                
The Company shall bear and pay all expenses incurred in connection with any registration,
filing or qualification of Registrable Securities pursuant to this Section 1.2 for each Investor, including (without limitation)
all registration, filing and qualification fees, printer’s fees, accounting fees and fees and disbursements of counsel for
the Company, but excluding any brokerage or underwriting fees, discounts and commissions relating to Registrable Securities and
fees and disbursements of counsel for the Investors.


(e)                
If at any time during the Effectiveness Period there is not an effective Registration Statement
covering all of the Registrable Securities, then the Company shall notify each Investor in writing at least fifteen (15) days prior
to the filing of any registration statement under the Securities Act, in connection with a public offering of shares of Common
Stock (including, but not limited to, registration statements relating to secondary offerings of securities of the Company but
excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee
stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend
reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered
by Rule 145 promulgated under the Securities Act, (iii) on any registration form which does not permit secondary sales or does
not include substantially the same information as would be required to be included in a registration statement covering the resale
of the Registrable Securities. In the event an Investor desires to include in any such registration statement all or any part of
the Registrable Securities held by such Investor, the Investor shall within ten (10) days after the above-described notice from
the Company, so notify the Company in writing, including the number of such Registrable Securities such Investor wishes to include
in such registration statement. If an Investor decides not to include all of its Registrable Securities in any registration statement
thereafter filed by the Company such Investor shall nevertheless continue to have the right to include any of its Registrable Securities
in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering
of its securities, all upon the terms and conditions set forth herein.


1.3             
Obligations of the Company. Whenever required under this Section 1 to effect
the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:


(a)                
Prepare and file with the Commission the Registration Statement and use its reasonable best
efforts to cause such Registration Statement to become effective and to keep such Registration Statement effective during the Effectiveness
Period;


(b)                
Prepare and file with the Commission such amendments and supplements to such Registration
Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions
of the Securities Act with respect to the disposition of all securities covered by such Registration Statement;


(c)                
Furnish to the Investors such numbers of copies of a prospectus in conformity with the requirements
of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable
Securities owned by them (provided that the Company shall not be required to print such prospectuses if readily available to Investors
from any electronic service, such as on the EDGAR filing database maintained at www.sec.gov);


(d)                
Use its reasonable best efforts to register and qualify the securities covered by such Registration
Statement under such other securities’ or blue sky laws of such jurisdictions as shall be reasonably requested by the Investors;
provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or
to file a general consent to service of process in any such states or jurisdictions;


(e)                
In the event of any underwritten public offering, enter into and perform its obligations under
an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering (each Investor participating
in such underwriting shall also enter into and perform its obligations under such an agreement);






     

     

    
 


(f)                 
Promptly notify each Investor holding Registrable Securities covered by the Registration Statement
at any time when a prospectus relating thereto is required to be delivered under the Securities Act, within one business day, (i)
of the effectiveness of such Registration Statement, or (ii) of the occurrence of any event as a result of which the prospectus
included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances
then existing;


(g)                
Cause all such Registrable Securities registered pursuant hereto to be listed on each securities
exchange or nationally recognized quotation system on which similar securities issued by the Company are then listed; and


(h)                
Provide a transfer agent and registrar for all Registrable Securities registered pursuant
hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.


1.4             
Furnish Information. It shall be a condition precedent to the Company’s obligations
to take any action pursuant to this Section 1 with respect to the Registrable Securities of any Investor that such Investor
shall furnish to the Company such information regarding such Investor, the Registrable Securities held by such Investor, and the
intended method of disposition of such securities in the form attached to this Agreement as Annex B, or as otherwise reasonably
required by the Company or the managing underwriters, if any, to effect the registration of such Investor’s Registrable Securities.


1.5             
Delay of Registration. No Investor shall have any right to obtain or seek an injunction
restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation
or implementation of this Section 1.


1.6             
Indemnification.


(a)                
To the extent permitted by law, the Company will indemnify and hold harmless each Investor,
any underwriter (as defined in the Securities Act) for such Investor and each person, if any, who controls such Investor or underwriter
within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities (joint or several)
to which any of the foregoing persons may become subject under the Securities Act, the Exchange Act or other federal or state securities
law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any
of the following statements, omissions or violations (collectively, a “Violation”): (i) any untrue statement
or alleged untrue statement of a material fact contained in a registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto (collectively, the “Filings”), (ii) the
omission or alleged omission to state in the Filings a material fact required to be stated therein, or necessary to make the statements
therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any
state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law;
and the Company will pay any legal or other expenses reasonably incurred by any person to be indemnified pursuant to this Section
1.6(a) in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however,
that the indemnity agreement contained in this Section 1.6(a) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or
action to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration by any such Investor, underwriter or controlling person.



(b)                
To the extent permitted by law, each Investor will indemnify and hold harmless the Company,
each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company
within the meaning of the Securities Act or the Exchange Act, any underwriter, any other Investor selling securities in such registration
statement and any controlling person of any such underwriter or other Investor, against any losses, claims, damages or liabilities
(joint or several) to which any of the foregoing persons may become subject under the Securities Act, the Exchange Act or other
federal or state securities law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out
of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance
upon and in conformity with written information furnished by such Investor expressly for use in connection with such registration;
and each such Investor will pay any legal or other expenses reasonably incurred by any person to be indemnified pursuant to this
Section 1.6(b) in connection with investigating or defending any such loss, claim, damage, liability or action; provided,
however, that the indemnity agreement contained in this Section 1.6(b) shall not apply to amounts paid in settlement
of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Investor (which
consent shall not be unreasonably withheld); provided, however, in no event shall any indemnity under this Section
1.6(b) exceed the net proceeds received by such Investor upon the sale of the Registrable Securities giving rise to such indemnification
obligation.






     

     

    
 


(c)                
Promptly after receipt by an indemnified party under this Section 1.6 of notice of
the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 1.6, deliver to the indemnifying party a written notice
of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties
that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and
expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying
party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable
time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section 1.6, but the omission so to deliver written
notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than
under this Section 1.6.


(d)                
If the indemnification provided for in Section 1.6(a) or Section 1.6(b) is held
by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, claim, damage or expense
referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to
the amount paid or payable by such indemnified party as a result of such loss, claim, damage or expense in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in
connection with the statements or omissions or alleged statements or omissions that resulted in such loss, liability, claim or
expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified
party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact
relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission. In no event shall any Investor be required
to contribute an amount in excess of the net proceeds received by such Investor upon the sale of the Registrable Securities giving
rise to such indemnification obligation.


1.7             
Reports Under Securities Exchange Act. With a view to making available the benefits
of certain rules and regulations of the Commission, including Rule 144, that may at any time permit an Investor to sell securities
of the Company to the public without registration or pursuant to a registration on Form S-1 or Form S-3, the Company agrees to:


(a)                
make and keep public information available, as those terms are understood and defined in Rule
144, for a period of no less than two (2) years following the Final Closing Date;


(b)                
take such action as is necessary to enable the Investors to utilize Form S-1 for the sale
of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the registration
statement is declared effective; and


(c)                
file with the Commission in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act.






     

     

    
 


1.8             
Transfer or Assignment of Registration Rights. The rights to cause the Company to register
Registrable Securities pursuant to this Section 1 may be transferred or assigned, but only with all related obligations, by an
Investor to a transferee or assignee who acquires at least 25,000 Registrable Securities (subject to appropriate adjustment for
stock splits, stock dividends and combinations) from such transferring Investor, unless waived in writing by the Company; provided,
that (i) prior to such transfer or assignment, the Company is furnished with written notice stating the name and address of such
transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned,
(ii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement and
(iii) such transfer or assignment shall be effective only if immediately following such transfer or assignment the further disposition
of such securities by the transferee or assignee is restricted under the Securities Act.


2.      
Miscellaneous.


2.1             
Governing Law. The parties hereby agree that any dispute which may arise between them
arising out of or in connection with this Agreement shall be adjudicated only before a federal court located in the State of New
York and they hereby submit to the exclusive jurisdiction of the federal and state courts of the State of New York with respect
to any action or legal proceeding commenced by any party, and irrevocably waive any objection they now or hereafter may have respecting
the venue of any such action or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum,
relating to or arising out of this Agreement or any acts or omissions relating to the registration of the securities hereunder,
and consent to the service of process in any such action or legal proceeding by means of registered or certified mail, return receipt
requested, in care of the address set forth below or such other address as the undersigned shall furnish in writing to the other.



2.2             
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY
ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE
LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY


2.3             
Waivers and Amendments. This Agreement may be terminated and any term of this Agreement
may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) with the written
consent of the Company and Investors holding at least a majority of the Registrable Securities then outstanding (the “Majority
Investors”). Any termination, amendment or waiver effected in accordance with this Section 2.3 shall be binding
upon each holder of Registrable Securities then outstanding, each future holder of all such Registrable Securities and the Company.


2.4             
Successors and Assigns. Except as otherwise expressly provided herein, the provisions
of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators
of the parties hereto.


2.5             
Entire Agreement. This Agreement constitutes the full and entire understanding and
agreement among the parties with regard to the subject matter hereof, and no party shall be liable or bound to any other party
in any manner by any warranties, representations or covenants except as specifically set forth herein.


2.6             
Notices. All notices and other communications required or permitted under this Agreement
shall be in writing and shall be delivered personally by hand or by overnight courier, mailed by United States first-class mail,
postage prepaid, sent by facsimile or sent by electronic mail directed (a) if to an Investor, at such Investor’s address,
facsimile number or electronic mail address set forth in the Company’s records, or at such other address, facsimile number
or electronic mail address as such Investor may designate by ten (10) days’ advance written notice to the other parties hereto
or (b) if to the Company, to its address, facsimile number or electronic mail address set forth on its signature page to this Agreement
and directed to the attention of its President, or at such other address, facsimile number or electronic mail address as the Company
may designate by ten (10) days’ advance written notice to the other parties hereto. All such notices and other communications
shall be effective or deemed given upon delivery, on the date that is three (3) days following the date of mailing, upon confirmation
of facsimile transfer or upon confirmation of electronic mail delivery.


2.7             
Interpretation. The words “include,” “includes” and “including”
when used herein shall be deemed in each case to be followed by the words “without limitation.” The titles and subtitles
used in this Agreement are used for convenience only and are not considered in construing or interpreting this Agreement.






     

     

    
 


2.8             
Severability. If one or more provisions of this Agreement are held to be unenforceable
under applicable law, such provision shall be excluded from this Agreement, and the balance of the Agreement shall be interpreted
as if such provision were so excluded, and shall be enforceable in accordance with its terms.


2.9             
Independent Nature of Investors’ Obligations and Rights. The obligations of each
Investor hereunder are several and not joint with the obligations of any other Investor hereunder, and no Investor shall be responsible
in any way for the performance of the obligations of any other Investor hereunder. Nothing contained herein or in any other agreement
or document delivered at any closing, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute
the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors
are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Investor
shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and
it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose.


2.10          
Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one instrument.


2.11          
Telecopy Execution and Delivery. A facsimile, telecopy or other reproduction of this
Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more
parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party
can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request
of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile, telecopy or other
reproduction hereof.


[SIGNATURE PAGE
FOLLOWS]



     

     

    

IN WITNESS WHEREOF,
the Company has caused this Agreement to be executed by its duly authorized officer, as of the date, month and year first set forth
above.


“Company”


AMERICAN STRATEGIC MINERALS CORP.


 


By:________________________________


Name: Doug Croxall


Title: Chief Executive Officer


Address for notice:


 


2331 Mill Road, Suite 100


Alexandria, VA 22314


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[COMPANY SIGNATURE PAGE TO REGISTRATION RIGHTS
AGREEMENT]



     

     

    

 


IN WITNESS WHEREOF,
the undersigned Investor has executed this Agreement as of the date, month and year that such Investor became the owner of Registrable
Securities.


“Investor”


___________________________________


By:________________________________


Name


Title:


 


Address:


___________________________________


 


___________________________________






___________________________________






Telephone:__________________________






Facsimile:___________________________


 


Email:______________________________


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[INVESTOR COUNTERPART SIGNATURE PAGE TO 


REGISTRATION RIGHTS AGREEMENT]



     

     

    

Annex A


Plan of Distribution


 


Each selling stockholder
of the common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of
their shares of common stock on the Over-the-Counter Bulletin Board or any other stock exchange, market or trading facility on
which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling stockholder
may use any one or more of the following methods when selling shares:


		·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;




		·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction; 



		·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account; 



		·	an exchange distribution in accordance with the rules of the applicable exchange; 



		·	privately negotiated transactions; 



		·	settlement of short sales entered into after the effective date of the registration statement
of which this prospectus is a part; 



		·	broker-dealers may agree with the selling stockholders to sell a specified number of such shares
at a stipulated price per share; 



		·	through the writing or settlement of options or other hedging transactions, whether through an
options exchange or otherwise; 



		·	a combination of any such methods of sale; or 



		·	any other method permitted pursuant to applicable law. 



The selling stockholders
may also sell shares under Rule 144 under the Securities Act of 1933, as amended, if available, rather than under this prospectus.


Broker-dealers engaged
by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction
not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction
a markup or markdown in compliance with FINRA IM-2440.


In connection with
the sale of the common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions
they assume. The selling stockholders may also sell shares of the common stock short and deliver these securities to close out
their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling
stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation
of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares
offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus
(as supplemented or amended to reflect such transaction).






     

     

    
 


The selling stockholders
and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within
the meaning of the Securities Act of 1933, as amended, in connection with such sales. In such event, any commissions received by
such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions
or discounts under the Securities Act of 1933, as amended. Each selling stockholder has informed us that it does not have any written
or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock. In no event shall any
broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).


We are required
to pay certain fees and expenses incurred by us incident to the registration of the shares. We have agreed to indemnify the selling
stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act of 1933, as
amended.


Because selling
stockholders may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, they
will be subject to the prospectus delivery requirements of the Securities Act of 1933, as amended, including Rule 172 thereunder.
In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act of
1933, as amended may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting
in connection with the proposed sale of the resale shares by the selling stockholders.


We agreed to keep
this prospectus effective until the earlier of (i) the date on which the shares may be resold by the selling stockholders without
registration and without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation
pursuant to Rule 144 or (ii) all of the shares have been sold pursuant to this prospectus or Rule 144 under the Securities Act
or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required
under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been
registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is
available and is complied with.


Under applicable
rules and regulations under the Securities Exchange Act of 1934, as amended, any person engaged in the distribution of the resale
shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted
period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholders will be
subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder,
including Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the selling stockholders
or any other person. We will make copies of this prospectus available to the selling stockholders and have informed them of the
need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule
172 under the Securities Act of 1933, as amended).



     

     

    

Annex B


AMERICAN STRATEGIC MINERALS CORP


Selling Securityholder Notice and Questionnaire


 


The undersigned
beneficial owner of common stock (the “Registrable Securities”) of American Strategic Minerals Corp.,
a Nevada corporation (the “Company”), understands that the Company has filed or intends
to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration
Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities
Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration
Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the
Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings
ascribed thereto in the Registration Rights Agreement.


 


Certain legal consequences arise from being
named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial
owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named
or not being named as a selling securityholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The undersigned beneficial owner (the “Selling
Securityholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration
Statement.


 


The undersigned hereby provides the following information to the
Company and represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


1.Name.


 


(a)Full Legal Name of Selling Securityholder


 


_____________________________________________________________________________________________


 


(b)Full Legal Name of Registered Holder
(if not the same as (a) above) through which Registrable Securities are held:


 


_____________________________________________________________________________________________


 


(c)Full Legal Name of Natural Control Person
(which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered
by this Questionnaire):


 


2.Address for Notices to Selling Securityholder:





_____________________________________________________________________________________________


_____________________________________________________________________________________________


_____________________________________________________________________________________________


 


	Telephone:
	Fax:
	Contact Person:


 


3.Broker-Dealer Status:


 


(a)Are you a broker-dealer?


 


Yes         No


 






     

     

    
 


(b)If “yes” to Section 3(a),
did you receive your Registrable Securities as compensation for investment banking services to the Company?


 


Yes         No


 


Note:If “no” to Section 3(b),
the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.


 


(c)Are you an affiliate of a broker-dealer?


 


Yes         No


 


(d)If you are an affiliate of a broker-dealer,
do you certify that you purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase
of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to
distribute the Registrable Securities?


 


Yes         No


 


Note:If “no” to Section 3(d),
the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.


 


4. Beneficial Ownership of Securities of the Company Owned by
the Selling Securityholder.


 


Except as set forth below in this Item 4,
the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities issuable pursuant
to the Purchase Agreement.


 


 


 


(a)Type and Amount of other securities
beneficially owned by the Selling Securityholder:


   


_____________________________________________________________________________________________


_____________________________________________________________________________________________


 


5. Relationships with the Company:


 


Except as set forth below, neither the undersigned
nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the
undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or
affiliates) during the past three years.


 


State any exceptions here:


_____________________________________________________________________________________________


_____________________________________________________________________________________________


 


The undersigned agrees to promptly notify the
Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time
while the Registration Statement remains effective.


 


By signing below, the undersigned consents
to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information
in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands
that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement
and the related prospectus.


 






     

     

    
 


IN WITNESS WHEREOF the undersigned, by authority
duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.


 


Date:


 


Beneficial Owner:


 


By:_________________________________


       Name:


       Title:


 


[SIGNATURE PAGE FOR SELLING SECURITYHOLDER
NOTICE AND QUESTIONNAIRE]


 


PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED
NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:


 


American Strategic
Minerals Corp.


 


Attn: Chief Executive Officer