Exhibit 10.1

                            ASSET PURCHASE AGREEMENT

THIS AGREEMENT dated the 1st day of June, 2012.

BETWEEN:

               JERVIS EXPLORATIONS INC.

               (the "Vendor")

                                                               OF THE FIRST PART

AND:

               BRAXTON RESOURCES INC.

               (the "Purchaser")

                                                              OF THE SECOND PART

WHEREAS:

A. The Vendor is the registered and beneficial  owner of various  mineral claims
(hereinafter  the "CLAIMS"),  collectively  called  Bristol Gold  Property.  The
Claims of the Vendor are more  particularly  described  in Schedule "A" attached
hereto and forming part of this Agreement;

B. The Vendor has agreed to sell and the Purchaser has agreed to purchase all of
the Claims of the Vendor in accordance with the terms of this Agreement.

NOW THEREFORE THIS AGREEMENT  WITNESSES that in  consideration  of the terms and
covenants  herein and other good and  valuable  consideration,  the  receipt and
sufficiency  of which each  party  acknowledges,  the  parties  hereto  agree as
follows:

1. PURCHASE AND SALE OF ASSETS

1.1 SALE OF ASSETS.  Subject to the terms and conditions of this Agreement,  the
Vendor hereby sells,  assigns and transfers to the Purchaser,  and the Purchaser
hereby purchases the Vendor's Claims.

1.2 PURCHASE  PRICE.  The purchase  price payable by the Purchaser to the Vendor
for the  Vendor's  Claims is USD $8,500  (the  "PURCHASE  PRICE"),  subject to a
carried 3% Net Smelter Royalty as described in Appendix "A".
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1.3  PAYMENT  OF THE  PURCHASE  PRICE.  The  Purchase  Price will be paid by the
delivery of a cheque.

1.4  DELIVERY OF CLAIMS.  The Vendor  delivers to the  Purchaser,  on  execution
hereof,  all of the  Claims  unconditionally  and free and  clear of all  liens,
charges, or encumbrances, except where disclosed.

2. COVENANTS OF THE PARTIES

2.1 COVENANTS.  The parties  undertake to keep the  information  with respect to
this  Agreement,  the terms  herein,  and any related,  underlying or subsequent
agreements (the  "INFORMATION")  confidential  and not to directly or indirectly
disclose  the  Information  at any  time to any  person  or  persons  or use the
Information for any purpose whatsoever.

3. REPRESENTATIONS OF THE VENDOR

3.1  REPRESENTATIONS.  The Vendor  represents  and warrants to the  Purchaser as
follows,  with the intent that the Purchaser will rely on the representations in
entering  into  this  Agreement,   and  in  concluding  the  purchase  and  sale
contemplated by this Agreement:

     (a)  CAPACITY TO SELL.  The original  Vendor is JERVIS  EXPLORATIONS  INC..
          having the power and  capacity to own and dispose of the Claims and to
          enter into this Agreement and carry out its terms to the full extent;

     (b)  AUTHORITY TO SELL. The execution and delivery of this  Agreement,  and
          the completion of the  transaction  contemplated by this Agreement has
          been duly and validly authorized by all necessary  corporate action on
          the part of the Vendor, and this Agreement  constitutes a legal, valid
          and binding obligation of the Vendor enforceable against the Vendor in
          accordance  with its terms except as may be limited by laws of general
          application affecting the rights of creditors;

     (c)  SALE WILL NOT CAUSE  DEFAULT.  Neither the  execution  and delivery of
          this   Agreement,   nor  the  completion  of  the  purchase  and  sale
          contemplated by this Agreement will:

          (i)  violate  any of  the  terms  and  provisions  of  the  constating
               documents  or bylaws or  articles  of the  Vendor,  or any order,
               decree,  statute,  bylaw,   regulation,   covenant,   restriction
               applicable to the Vendor or the Claims;

          (ii) give any person the right to terminate,  cancel or otherwise deal
               with the Claims; or

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          (iii)result in any fees, duties,  taxes,  assessments or other amounts
               relating  to the Claims  becoming  due or payable  other than tax
               payable by the  Purchaser  in  connection  with the  purchase and
               sale;

     (d)  ENCUMBRANCES.  The Vendor owns and possesses and has a good marketable
          title to the  Claims  free and clear of all legal  claims,  mortgages,
          liens,  charges,  pledges,  security  interest,  encumbrances or other
          claims, except where as disclosed;

     (e)  LITIGATION.  There is no litigation or  administrative or governmental
          proceeding  or inquiry  pending  or, to the  knowledge  of the Vendor,
          threatened against or relating to the Claims, nor does the Vendor know
          of or have  reasonable  grounds  that  there is any basis for any such
          action, proceeding or inquiry;

     (f)  NO DEFAULTS. Except as otherwise expressly disclosed in this Agreement
          there has not been any default in any obligation to be performed under
          any of the Claims,  which are in good  standing  and in full force and
          appropriate effect; and

     (g)  GOOD  STANDING.  Prior to closing  this  Agreement,  the  Vendor  will
          maintain, as required, the Claims in good standing.

4. COVENANTS OF THE VENDOR

4.1 PROCURE  CONSENTS.  The Vendor will  diligently and  expeditiously  take all
reasonable steps requested by the Purchaser to obtain all necessary  consents to
effect the transfer of the Claims.

4.2  COVENANT OF  INDEMNITY.  The Vendor will  indemnify  and hold  harmless the
Purchaser from and against:

     (a)  any and all  liabilities,  whether  accrued,  absolute,  contingent or
          otherwise,  existing at closing and which are not agreed to be assumed
          by the Purchaser under this Agreement;

     (b)  any and all losses,  claims, damages and costs incurred or suffered by
          the  Purchaser  arising  out  of  the  breach  or  inaccuracy  of  any
          representation  or warranty of the Vendor contained in this Agreement;
          and

     (c)  any  and  all  actions,  suits,  proceedings,   demands,  assessments,
          judgments,  costs and legal and other expenses  incident to any of the
          foregoing.

4.3 EXECUTION OF ALL NECESSARY DOCUMENTS.  The Vendor will execute all necessary
documents  including such assignments as the Purchaser may require to effect the
transfer of all of the Claims,  including but not limited to, internet contracts
and internet names.

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5. REPRESENTATIONS OF THE PURCHASER

5.1  REPRESENTATIONS.  The  Purchaser  represents  and warrants to the Vendor as
follows,  with the intent that the Vendor will rely on these representations and
warranties in entering into this  Agreement,  and in concluding the purchase and
sale contemplated by this Agreement:

     (a)  STATUS OF PURCHASER. The Purchaser is a corporation duly incorporated,
          validly  existing and in good  standing and has the power and capacity
          to enter into this Agreement and carry out its terms; and

     (b)  AUTHORITY TO PURCHASE.  The execution  and delivery of this  Agreement
          and the completion of the  transaction  contemplated by this Agreement
          has been duly and validly authorized by all necessary corporate action
          on the part of the Purchaser,  and this Agreement constitutes a legal,
          valid and binding obligation of the Purchaser  enforceable against the
          Purchaser  in  accordance  with its terms except as limited by laws of
          general application affecting the rights of creditors.

6. COVENANTS OF THE PURCHASER

6.1  CONSENTS.  The  Purchaser  will at the  request of the Vendor  execute  and
deliver  such  applications  for consent  and such  assumption  agreements,  and
provide such information as may be necessary to obtain the consents  referred to
in paragraph 4.1 and will assist and cooperate  with the Vendor in obtaining the
consents.

6.2  EXECUTION  OF ALL  NECESSARY  DOCUMENTS.  The  Purchaser  will  execute all
necessary  documents  as the Vendor may require to effect the transfer of all of
the Claims.

7. SURVIVAL OF REPRESENTATIONS AND COVENANTS

7.1 VENDOR'S REPRESENTATIONS AND COVENANTS.  All representations,  covenants and
agreements  made by the Vendor in this Agreement or under this  Agreement  will,
unless otherwise expressly stated,  survive closing and any investigation at any
time made by or on behalf  of the  Purchaser  will  continue  in full  force and
effect for the benefit of the Purchaser.

7.2 PURCHASER'S  REPRESENTATIONS AND COVENANTS.  All representations,  covenants
and  agreements  made by the Purchaser in this Agreement or under this Agreement
will, unless otherwise  expressly stated,  survive closing and any investigation
at any time made by or on behalf of the Vendor and will  continue  in full force
and effect for the benefit of the Vendor.

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8. LIABILITIES NOT ASSUMED

8.1  LIABILITIES  NOT ASSUMED.  The Purchaser will not assume any liabilities of
the Vendor.  The  Purchaser  will not be  responsible  for any  liability of the
Vendor,  past,  present or future,  relating to the Claims,  and the Vendor will
indemnify and save harmless the Purchaser from and against any such claim.

9. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PURCHASER

9.1  CONDITIONS.  All  obligations  of the  Purchaser  under this  Agreement are
subject to the fulfillment of the following conditions:

     (a)  VENDOR'S  REPRESENTATIONS.  The Vendor's representations  contained in
          this Agreement will be true.

     (b)  VENDOR'S  COVENANTS.  The Vendor will have performed and complied with
          all   agreements,   covenants  and  conditions  as  required  by  this
          Agreement.

     (c)  CONSENTS. The Purchaser will have received duly executed copies of the
          consents or approvals referred to in paragraph 4.1.

9.2 EXCLUSIVE BENEFIT. The foregoing conditions are for the exclusive benefit of
the  Purchaser  and any such  condition may be waived in whole or in part by the
Purchaser delivering to the Vendor a written waiver to that effect signed by the
Purchaser.

10. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE VENDOR

10.1 CONDITIONS.  All obligations of the Vendor under this Agreement are subject
to the fulfillment of the following conditions:

     (a)  PURCHASER'S REPRESENTATIONS. The Purchaser's representations contained
          in this Agreement will be true.

     (b)  PURCHASER'S COVENANTS.  The Purchaser will have performed and complied
          with all  covenants,  agreements  and  conditions  as required by this
          Agreement.

     (c)  CONSENTS OF THIRD  PARTIES.  All consents or approvals  required to be
          obtained  by the  Vendor  for the  purpose of  selling,  assigning  or
          transferring  the  Claims  have  been  obtained,  provided  that  this
          condition  may only be relied  upon by the  Vendor if the  Vendor  has
          diligently  exercised its best efforts to procure all such consents or
          approvals  and the  Purchaser  has not  waived  the  need for all such
          consents or approvals.

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10.2 EXCLUSIVE BENEFIT.  The foregoing  conditions are for the exclusive benefit
of the  Vendor and any such  condition  may be waived in whole or in part by the
Vendor delivering to the Purchaser a written waiver to that effect signed by the
Vendor.

11. GENERAL

11.1 GOVERNING LAW. This Agreement and each of the documents  contemplated by or
delivered  under or in connection  with this Agreement are governed  exclusively
by, and are to be enforced,  construed and interpreted exclusively in accordance
with the laws of British  Columbia  which will be deemed to be the proper law of
the Agreement.

11.2 PROFESSIONAL FEES. Each of the parties will bear the fees and disbursements
of  their  respective   lawyers,   advisers  and  consultants  engaged  by  them
respectively in connection with the transactions  contemplated by this Agreement
prior to the closing.

11.3  ASSIGNMENT.  No party  will  assign  this  Agreement,  or any part of this
Agreement,  without the prior written consent of the other party.  Any purported
assignment  without the required  consent is not binding or enforceable  against
any party.

11.4 ENUREMENT.  This Agreement  ensures to the benefit of and binds the parties
and their respective successors and permitted assigns.

11.5 NOTICE.  All notices required or permitted to be given under this Agreement
will be in writing  and  personally  delivered  to the  address of the  intended
recipient  set out on the first page of this  Agreement or at such other address
as may  from  time to time  be  notified  by any of the  parties  in the  manner
provided in this Agreement.

11.6  FURTHER  ASSURANCES.  The  parties  will  execute  and deliver all further
documents and take all further  action  reasonably  necessary or  appropriate to
give effect to the  provisions  and intent of this Agreement and to complete the
transactions contemplated by this Agreement.

11.7  REMEDIES  CUMULATIVE.  The rights and remedies  under this  Agreement  are
cumulative and are in addition to and not in  substitution  for any other rights
and  remedies  available  at law or in  equity or  otherwise.  Any party to this
Agreement  may  terminate  this  Agreement if any other party is in breach of or
defaults  under any material  term or condition of this  Agreement or has made a
material misrepresentation in this Agreement. No single or partial exercise by a
party of any right or remedy precludes or otherwise  affects the exercise of any
other right or remedy to which that party may be entitled.

11.8 ENTIRE AGREEMENT.  This Agreement  constitutes the entire agreement between
the parties and there are no representations,  express or implied,  statutory or
otherwise  and no  collateral  agreements  other  than as  expressly  set out or
referred to in this Agreement.

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11.9 HEADINGS. The division of this Agreement into sections and the insertion of
headings are for  convenience  only and do not form part of this  Agreement  and
will not be used to  interpret,  define or limit the scope,  extent or intent of
this Agreement.

11.10  SEVERABILITY.  Each  provision  of this  Agreement is  severable.  If any
provision of this Agreement is or becomes illegal, invalid or unenforceable, the
illegality, invalidity or unenforceability of that provision will not affect the
legality,  validity  or  enforceability  of the  remaining  provisions  of  this
Agreement.

11.11  SCHEDULES.  The Schedules  attached  hereto form an integral part of this
Agreement.

11.12 TIME OF THE ESSENCE. Time will be of the essence of this Agreement.

11.13  COUNTERPARTS.  This  Agreement  and  all  documents  contemplated  by  or
delivered in  connection  with this  Agreement  may be executed and delivered by
facsimile  or  original  and in any number of  counterparts,  and each  executed
counterpart  will be  considered  to be an original.  All executed  counterparts
taken together will constitute one agreement.

IN WITNESS  WHEREOF the parties have duly executed this  Agreement by their duly
authorized officers effective the first day and year written above.

VENDOR:  JERVIS EXPLORATIONS INC.



PURCHASER:  BRAXTON RESOURES INC.



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                                  SCHEDULE "A"

THIS IS SCHEDULE "A" to the Asset Purchase Agreement.

                               MINERAL CLAIM TITLE

TO:   BRAXTON RESOURCES INC.
      CHARLES IRIZARRY

FROM: JERVIS EXPLORATIONS INC.

Re:   BRISTOL GOLD PROPERTY PAYMENT

Property: The Property consists of the following Claims:

    NAME           NUMBER           HECTARES          EXPIRY DATE
    ----           ------           --------          -----------

BRISTOL GOLD      #904142           244.925          SEPT 30, 2012

Terms:  $8,500 USD,  due upon  receipt of Property  Report,  plus 3% Net Smelter
Return as described in Appendix "A"


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APPENDIX "A" - ROYALTY

                             3% NET SMELTER RETURNS

1. In this  Agreement,  "3% NET SMELTER  RETURNS"  means 3% of the net amount of
money received by the Purchaser for its own account from the sale of ore, or ore
concentrates  or other  mineral  products  from the Claims to a smelter or other
mineral products buyer after deduction of smelter and/or refining  charges,  ore
treatment  charges,  penalties  and any and all charges made by the purchaser of
ore,  concentrates,  or other mineral products,  less any and all transportation
costs which may be  incurred in  connection  with the  transportation  of ore or
concentrates,  less all umpire  charges  which the  purchaser may be required to
pay.

2. Payment of Net Smelter  Returns by the  Purchaser to the Vendor shall be made
semi-annually  within  60 days  after  the end of each  fiscal  half year of the
Purchaser and shall be accompanied by unaudited financial statements  pertaining
to the  operations  carried out by the  Purchaser on the Claims.  Within 90 days
after the end of each fiscal year of the Purchaser in which Net Smelter  Returns
are  payable to the  Vendor,  the records  relating  to the  calculation  of Net
Smelter Returns for such year shall be audited and any resulting  adjustments in
the  payment  of Net  Smelter  Returns  payable  to the  Vendor  shall  be  made
forthwith.  A copy of the said audit shall be delivered to the Vendor  within 30
days of the end of such 90-day period.

3. Each annual  audit shall be final and not  subject to  adjustment  unless the
Vendor delivers to the Purchaser written  exceptions in reasonable detail within
six  months  after  the  Vendor  receives  the  report.   The  Vendor,   or  its
representative duly authorized in writing, at its expense,  shall have the right
to audit the books and records of the Purchaser  related to Net Smelter  Returns
to determine the accuracy of the report,  but shall not have access to any other
books and records of the Purchaser.  The audit shall be conducted by a chartered
or certified public accountant of recognized standing.  The Purchaser shall have
the right to condition access to its books and records on execution of a written
agreement by the auditor that all  information  will be held in  confidence  and
used solely for purposes of audit and resolution of any disputes  related to the
report.  A copy of the Vendor's  report shall be delivered to the Purchaser upon
completion,  and  any  discrepancy  between  the  amount  actually  paid  by the
Purchaser  and the amount which should have been paid  according to the Vendor's
report shall be paid  forthwith,  one party to the other.  In the event that the
said  discrepancy is to the detriment of the Vendor and exceeds 5% of the amount
actually paid by the Purchaser,  then the Purchaser shall pay the entire cost of
the audit.

4. Any dispute arising out of or related to any report, payment,  calculation or
audit shall be resolved  solely by arbitration as provided in the Agreement.  No
error in accounting or in interpretation of the Agreement shall be the basis for
a claim of breach of fiduciary  duty,  or the like,  or give rise to a claim for
exemplary or punitive  damages or for termination or rescission of the Agreement
or the estate and rights  acquired and held by the Purchaser  under the terms of
the Agreement.

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