Filed by Automated Filing Services Inc. (604) 609-0244 - OSPREY VENTURES, INC. - Exhibit 10.1






OPTION TO PURCHASE AND ROYALTY AGREEMENT

THIS AGREEMENT made as of the 22nd day of April,
2007.

BETWEEN:


  
    
      JIUJIANG GAO FENG MINING INDUSTRY LIMITED COMPANY,
        a company duly incorporated under the laws of Jiangxi Province, China
        and having an address at Long Xiang Country Trade Building, Kowloon Street,
        Jiujiang City, Jiujiang Province, China

      (hereinafter called "Jiujiang”)

    

  



OF THE FIRST PART AND:


  
    
      OSPREY VENTURES, INC., a company duly incorporated
        under the laws of the State of Wyoming, having its registered office at
        1620 Central Avenue, Suite 202, Cheyenne, Wyoming, 82001

      (hereinafter called "Osprey")

    

  



OF THE SECOND PART WHEREAS:

	A. 	
      Jiujiang is the sole beneficial owner of 100% of the
      right, title and interest in and to the Gao Feng Gold Mining property,
      which is situated in Jiangxi Province, China (hereinafter together with
      any form of successor or substitute mineral tenure called the
      "Property").

	 	 
	B. 	
      The parties now wish to enter into an agreement granting
      to Osprey the exclusive right and option to acquire 25% of the right,
      title and interest in and to the Property on the terms and conditions as
      hereinafter set forth.



NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the premises and the mutual promises, covenants and agreements
herein contained, the parties hereto agree as follows:

	1. 	
      INTERPRETATION

	 	 
	1.1 	
      In this Agreement:

	 	 
		(a) 	
      "Effective Date" means the date that both parties have
      signed this Agreement;

		(b) 	
      "Mineral Products" means the products derived from
      operating the Property as a mine;

		(c) 	
      "Net Smelter Returns" means the proceeds received by
      Osprey from any smelter or other purchaser from the sale of any ores,
      concentrates or minerals produced from the Property after deducting from
      such proceeds the following charges only to the extent that they are not
      deducted by the smelter or other purchaser in computing the
    proceeds:

			(i) 	
      the cost of transportation of the ores, concentrates or
      minerals from the Property to such smelter or other purchaser, including
      related transport;

			(ii) 	
      smelting and refining charges including
  penalties;







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			(iii) 	marketing costs.
	 	 	 
		(e) 	 "Option" means the option granted by Jiujiang
        to Osprey pursuant to Section 3;

		(f) 	 "Operating the Property as a mine" or "Operation
        of the Property as a mine" means any or all of the mining, milling, smelting,
        refining or other recovery of ores, minerals, metals or concentrates or
        values thereof, derived from the Property;

		(g) 	 "Royalty" means the royalty to be paid by
        Osprey to Jiujiang pursuant to subsection 9.1;

		(h) 	 "Dollars ($)" means legal currency of the
        United States of America;

		(i) 	 "Yuan (Y)" means legal currency of the People’s
        Republic of China;

	 	 	 
	2. 	 REPRESENTATIONS AND WARRANTIES

	 	 	 
	2.1 	 Osprey represents and warrants to Jiujiang
        that:

	 	 	 
		(a) 	 Osprey is a body corporate duly incorporated,
        organized and validly subsisting under the laws of its incorporating jurisdiction;

		(b) 	 Osprey has full power and authority to carry
        on its business and to enter into this Agreement and any agreement or
        instrument referred to or contemplated by this Agreement;

		(c) 	 neither the execution and delivery of this
        Agreement nor any of the agreements referred to herein or contemplated
        hereby, nor the consummation of the transactions hereby contemplated will
        conflict with, result in the breach of or accelerate the performance required
        by any agreement to which Osprey is a party; and

		(d) 	 the execution and delivery of this Agreement
        and the agreements contemplated hereby will not violate or result in the
        breach of laws of any jurisdiction applicable or pertaining thereto or
        of Osprey's constating documents.

	 	 	 
	2.2 	 Jiujiang represents and warrants to Osprey:

	 	 	 
		(a) 	 the Property consist of the Gao Feng Gold
        Mining Property which has been duly and validly recorded, are presently
        in good standing under the laws of the jurisdiction in which they are
        located and, except as set forth herein, are free and clear of all liens,
        charges and encumbrances;

		(b) 	 Jiujiang is the sole beneficial owner of
        a 100% interest in and to the Property and has the exclusive right to
        enter into this Agreement and all necessary authority to dispose of a
        25% interest in and to the Property in accordance with the terms of this
        Agreement;

		(c) 	 no person, firm or corporation has any proprietary
        or possessory interest in the Property other than Jiujiang and no person
        is entitled to any royalty or other payment in the nature of rent or royalty
        on any minerals, ores, metals or concentrates or any other such products
        removed from the Property;

		(e) 	 neither the execution and delivery of this
        Agreement nor any of the agreements referred to herein or contemplated
        hereby, nor the consummation of the transactions hereby contemplated will
        conflict with, result in the breach of or accelerate the performance required
        by any agreement to which Jiujiang is a party or by which it is bound;

		(f) 	 the execution and delivery of this Agreement
        and the agreements contemplated hereby will not violate or result in the
        breach of the laws of any jurisdiction applicable or pertaining thereto.

	 	 	 
	2.3 	 The representations and warranties hereinbefore
        set out are conditions on which the parties have relied in entering into
        this Agreement and will survive the acquisition of any interest in the
        Property by Osprey and each party will indemnify and save the other party
        harmless from all












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		 loss, damage, costs, actions and suits arising
        out of or in connection with any breach or any representation, warranty,
        covenant, agreement or condition made by the other party and contained
        in this Agreement.

	 	 	 
	 3. 	 OPTION

	 	 	 
	 3.1 	 Jiujiang hereby gives and grants to Osprey
        the sole and exclusive right and option to acquire 25% of the right, title
        and interest of Jiujiang in and to the Property, subject only to Jiujiang
        receiving the annual payments, shares and the Royalty, in accordance with
        the terms of this Agreement for and in consideration of the following:

	 	 	 
		 (a) 	 Osprey, or its permitted assigns, incurring exploration
        expenditures on the Property of a minimum of US $20,000 on or before
        May 31, 2008;

		 (b) 	 Osprey, or its permitted assigns, incurring exploration
        expenditures on the Property of a further US $40,000 for aggregate
        minimum exploration expenses of US $60,000 on or before May 31, 2009;
        and

		 (c) 	 Osprey shall allot and issue 1,000,000 shares in the
        capital of Osprey to Jiujiang upon completion of a phase I exploration
        program as recommended by a competent geologist;

	 	 	 
	 3.2 	 Upon exercise of the Option, Osprey agrees
        to pay Jiujiang, commencing May 31, 2010, the sum of US $25,000 per
        annum as prepayment of the Net Smelter Royalty for so long as Osprey,
        or its permitted assigns, hold any interest in the Property. Failure to
        make any such annual payment shall result in termination of this Agreement
        in accordance with Section 5.1.

	 	 	 
	 3.3 	 Jiujiang further grants to Osprey the right
        to acquire an additional 26% of the right, title and interest of Jiujiang
        in and to the Property by the payment of US $25,000 and by incurring
        an additional US $100,000 in exploration expenditures on the Property
        on or before May 31, 2010.

	 	 	 
	 4. 	 RIGHT OF ENTRY

	 	 	 
	 4.1 	 Until such time as the Option has been exercised,
        Osprey, its employees, agents and independent contractors, will have the
        sole and exclusive right and option to:

	 	 	 
		 (a) 	 enter upon the Property;

		 (b) 	 have exclusive and quiet possession thereof;

		 (c) 	 do such prospecting, exploration, development or other
        mining work thereon and thereunder as Osprey in its sole discretion may
        consider advisable; and

		 (d) 	 bring and erect upon the Property such facilities
        as Osprey may consider advisable.

	 	 	 
	 5. 	 TERMINATION

	 	 	 
	 5.1 	 Subject to Section 8, this Agreement and
        the Option will terminate:

	 	 	 
		 (a) 	 on May 31, 2008 at 11:59 P.M., unless on or before
        that date, Osprey has incurred exploration expenditures of a minimum of
        US $20,000 on the Property;

		 (b) 	 on May 31, 2009 at 11:59 P.M., unless on or before
        that date, Osprey has incurred exploration expenditures of a cumulative
        minimum of US $60,000 on the Property;

		 (c) 	 at 11:59 P.M. on May 31 of each and every year, commencing
        on May 31, 2010, unless Osprey has paid to Jiujiang the sum of US $25,000
        on or before that date.













 - 4 -

	 6. 	 COVENANTS OF JIUJIANG

	 	 	 
	 6.1 	 Jiujiang will:

	 	 	 
		 (a) 	 not do any act or thing which would or might in any
        way adversely affect the rights of Osprey hereunder;

		 (b) 	 make available to Osprey and its representatives all
        records and files in the possession of Jiujiang relating to the Property
        and permit Osprey and its representatives at its own expense to take abstracts
        therefrom and make copies thereof; and

		 (c) 	 promptly provide Osprey with any and all notices and
        correspondence from government agencies in respect of the Property.

	 	 	 
	 7. 	 COVENANTS OF OSPREY

	 	 	 
	 7.1 	 Osprey will:

	 	 	 
		 (a) 	 keep the Property free and clear of all liens, charges
        and encumbrances arising from their operations hereunder and in good standing
        by the doing and filing of all necessary work and by the doing of all
        other acts and things and making all other payments which may be necessary
        in that regard;

		 (b) 	 permit Jiujiang, or its representatives duly authorized
        by it in writing, at their own risk and expense, access to the Property
        at all reasonable times and to all records prepared by Osprey in connection
        with work done on or with respect to the Property;

		 (c) 	 conduct all work on or with respect to the Property
        in a careful and miner-like manner and in compliance with all applicable
        State, Provincial and local laws, rules, orders and regulations, and indemnify
        and save Jiujiang harmless from any and all claims, suits, actions made
        or brought against it as a result of work done by Osprey on or with respect
        to the Property; and

		 (d) 	 obtain and maintain, or cause any contractor engaged
        hereunder to obtain and maintain, during any period in which active work
        is carried out hereunder, adequate insurance.

	 	 	 
	 8. 	 EXERCISE OF OPTION

	 	 	 
	 8.1 	 Once Osprey has incurred the exploration
        expenditures, and made the payments set out in Section 3.1, Osprey will,
        subject to the right of Jiujiang to receive the Royalty and the obligation
        of Osprey to make the annual payments set out in Section 3.2, own 25%
        of Jiujiang' right, title, and interest in and to the Property.

	 	 	 
	 9. 	 ROYALTY

	 	 	 
	 9.1 	 Osprey will pay to Jiujiang an annual royalty
        equal to three percent (3%) of Net Smelter Returns, subject to Section
        9.4.

	 	 	 
	 9.2 	 After the exercise of the Option, payment
        of the Royalty will be made quarterly within 30 days after the end of
        each yearly quarter based upon a year commencing on the 1st day of January
        and expiring on the 31st day of December in any year in which production
        occurs. Within 60 days after the end of each year for which the Royalty
        is payable, the records relating to the calculation of Net Smelter Returns
        for such year will be audited by Osprey and any adjustments in the payment
        of the Royalty will be made forthwith after completion of the audit. All
        payments of the Royalty for a year will be deemed final and in full satisfaction
        of all obligations of Osprey in respect thereof if such payments or calculations
        thereof are not disputed by Jiujiang within 60













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days after receipt by Jiujiang of the said audit statement. Osprey will maintain accurate records relevant to the determination of Net Smelter Returns and Jiujiang, or its authorized agent, shall be permitted the right to examine
such records at all reasonable times.

	
	 	 	 
	
9.3 		
The determination of Net Smelter Returns royalty hereunder is based on the premise that production will be developed solely on the Property except that Osprey will have the right to commingle ore mined from the Property with ore
mined and produced from other properties provided Osprey will adopt and employ reasonable practices and procedures for weighing, sampling and assaying, in order to determine the amounts of products derived from, or attributable to commingled ore
mined and produced from the Property. Osprey will maintain accurate records of the results of such sampling, weighing and analysis with respect to any commingled ore mined and produced from the Property. Jiujiang or its authorized agents will be
permitted the right to examine at all reasonable times such records pertaining to comingling of ore or to the calculation of Net Smelter Returns.

	
	 	 	 
	
9.4 		
Osprey shall have the right at any time to purchase one-half of the Royalty by paying to Jiujiang the sum of US $500,000 per Royalty percentage point.

	
	 	 	 
	
10. 		
OBLIGATIONS OF OSPREY AFTER TERMINATION

	
	 	 	 
	
10.1 		
In the event of the termination of the Option, Osprey will:

	
	 	 	 
		
(a) 		
leave the Property in good standing for a minimum of one (1) year under all applicable legislation, free and clear of all liens, charges and encumbrances arising from this Agreement or their operations hereunder and in a safe and
orderly condition;

	


		 (b) 	 deliver to Jiujiang within 60 days of its written
        request a comprehensive report on all work carried out by Osprey on the
        Property (limited to factual matter only) together with copies of all
        maps, drill logs, assay results and other technical data compiled by Osprey
        with respect to the Property;

		 (c) 	 have the right, and obligation on demand made by Jiujiang,
        to remove from the Property within six (6) months of the effective date
        of termination all facilities erected, installed or brought upon the Property
        by or at the instance of Osprey provided that at the option of Jiujiang,
        any or all of facilities not so removed will become the property of Jiujiang;
        and

		 (d) 	 deliver to Jiujiang a duly executed transfer in registrable
        form of an undivided 100% right, title and interest in and to the Property
        in favour of Jiujiang, or its nominee.

	 	 	 
	 11. 	 TRANSFER OF TITLE

	 	 	 
	 11.1 	 Upon the request of Osprey, Jiujiang will
        deliver to Osprey a duly executed transfer in registrable form of an undivided
        25% of Jiujiang' right, title and interest in and to the Property in favour
        of Osprey which Osprey will be entitled to register against title to the
        Property provided that transfer of legal title to the Property as set
        forth in this Subsection 11.1 is for administrative convenience only and
        beneficial ownership of a 25% interest in the Property will pass to Osprey
        only in accordance with the terms and conditions of this Agreement.

	 	 	 
	 12. 	 REGISTRATION OF AGREEMENT

	 	 	 
	 12.1 	 Notwithstanding Section 11 of this Agreement,
        Osprey or Jiujiang will have the right at any time to register this Agreement
        or a Memorandum or similar legally binding document thereof against title
        to the Property.









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	13. 	 DISPOSITION OF CLAIM

	 	 	 
	13.1 	 Osprey may at any time sell, transfer or otherwise
        dispose of all or any portion of its interest in and to the Property and
        this Agreement provided that, at any time, Osprey has first obtained the
        consent in writing of Jiujiang, such consent not to be unreasonably withheld
        and further provided that, at any time during the currency of this Agreement,
        any purchaser, grantee or transferee of any such interest will have first
        delivered to Jiujiang its agreement related to this Agreement and to the
        Property, containing:

	 	 	 
		(a) 	 a covenant with Jiujiang by such transferee to perform
        all the obligations of Osprey to be performed under this Agreement in
        respect of the interest to be acquired by it from Osprey, and

		(b) 	 a provision subjecting any further sale, transfer or
        other disposition of such interest in the Property and this Agreement
        or any portion thereof to the restrictions contained in this Subsection
        13.1.





	13.2 	
      The provisions or Subsection 13.1 of this Agreement will
      not prevent either party from entering into an amalgamation or corporate
      reorganization which will have the effect in law of the amalgamated or
      surviving company possessing all the property, rights and interests and
      being subject to all the debts, liabilities and obligations of each
      amalgamating or predecessor company.

	 	 
	14. 	ABANDONMENT OF PROPERTY
	 	 
	14.l 	Osprey shall have the unfettered right at any time after
      the exercise of the Option to abandon all or any part of its interest in
      the Property by delivering a notice in writing of their intention to do so
      to Jiujiang, such notice to list the part or parts of the Property to be
      abandoned, and if within 30 days of receipt of such notice Jiujiang
      delivers to Osprey a notice ("Reacquisition Notice") stating its intention
      to reacquire all or part or parts of the Property, Osprey will deliver to
      Jiujiang duly executed recordable transfers of its interest in such part
      or parts of the Property as Jiujiang has set forth in the Reacquisition
      Notice, such part or parts to be in good standing for at least one year
      beyond the date of delivery of such transfers and to be free and clear of
      all liens, charges, and encumbrances arising from the operations of Osprey
      or its agents or subcontractors hereunder.


	 	 
	15. 	
      CONFIDENTIAL NATURE OF INFORMATION

	 	 
	15.1 	
      The parties agree that all information obtained from the
      work carried out hereunder and under the operation of this Agreement will
      be the exclusive property of the parties and will not be used other than
      for the activities contemplated hereunder except as required by law or by
      the rules and regulations of any regulatory authority having jurisdiction,
      or with the written consent of both parties, such consent not to be
      unreasonably withheld. Notwithstanding the foregoing, it is understood and
      agreed that a party will not be liable to the other party for the
      fraudulent or negligent disclosure of information by any of its employees,
      servants or agents, provided that such party has taken reasonable steps to
      ensure the preservation of the confidential nature of such
    information.







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	16. 	
      FURTHER ASSURANCES

	 	 
	16.1 	
      The parties hereto agree that they and each of them will
      execute all documents and do all acts and things within their respective
      powers to carry out and implement the provisions or intent of this
      Agreement.

	 	 
	17. 	
      NOTICE

	 	 
	17.1 	
      Any notice, direction or other instrument required or
      permitted to be given under this Agreement will be in writing and will be
      given by the delivery or the same or by mailing the same by prepaid
      registered or certified mail in each case addressed as
  follows:




	(a) 	
      if to Jiujiang

		
      Jiujiang Gao Feng Mining Company, 
Long Xiang County
      Trade Building,

		
      Kowloon Street, Jiujiang City, Jiujiang Province,
      China

		
      Attention: Huang Zhongbang

	 	 
	(b) 	
      if to The Osprey Group

		
      1620 Central Avenue, Suite 202 
Cheyenne Wyoming, USA
      82001

		
      Attention: Stephen B.
  Jackson



	 	 
	l7.2 	Any notice, direction or other instrument aforesaid will, if delivered,
      be deemed to have been given and received on the day it was delivered, and
      if mailed, be deemed to have been given and received on the fifteenth business
      day following the day of mailing, except in the event of disruption of the
      postal services in which event notice will be deemed to be received only
      when actually received.
	 	 
	17.3 	Any party may at any time give to the other notice in writing of any change
      of address of the party giving such notice and from and after the giving
      of such notice, the address or addresses therein specified will be deemed
      to be the address of such party for the purpose of giving notice hereunder.
	 	 
	18. 	 HEADINGS

	 	 
	18.1 	 The headings to the respective sections herein will
        not be deemed part of this Agreement but will be regarded as having been
        used for convenience only.

	 	 
	19. 	 DEFAULT

	 	 
	19.1 	 If any party (a "Defaulting Party") is in default of
        any requirement herein set forth other than the provisions of Section
        5 for which notice of default need not be given, the party affected by
        such default will give written notice to the defaulting Party specifying
        the default and the Defaulting Party will not lose any rights under this
        Agreement, unless within 30 days after the giving of notice of default
        by the affected party the Defaulting Party has cured the default by the
        appropriate performance and if the Defaulting Party fails within such
        period to cure any such default, the affected party will be entitled to
        seek any remedy it may have on account of such default.












 - 8 -

	
20. 		
PAYMENT

	
	 	 
	
20.1 		
All references to monies hereunder will be in Chinese (RMB) Funds except where otherwise designated. All payments to be made to any party hereunder will be mailed or delivered to such party at its address for notice purposes as
provided herein, or for the account of such party at such bank or banks in China as such party may designate from time to time by written notice. Said bank or banks will be deemed the agent of the designating party for the purpose of receiving and
collecting such payment.

	
	 	 
	
21. 		
ENUREMENT

	
	 	 
	
21.1 		
Subject to Section 13, this Agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

	
	 	 
	
22. 		
TERMS

	
	 	 
	
22.1 		
The terms and provisions of this Agreement shall be interpreted in accordance with the laws of Wyoming.

	
	 	 
	
23. 		
FORCE MAJEURE

	
	 	 
	
23.1 		
No party will be liable for its failure to perform any of its obligations under this Agreement due to a cause beyond its control (except those caused by its own lack of funds) including, but not limited to acts of God, fire,
flood, explosion, strikes, lockouts or other industrial disturbances, laws, rules and regulations or orders of any duly constituted governmental authority or non- availability of materials or transportation (each an "Intervening Event").

	
	 	 
	
23.2 		
All time limits imposed by this Agreement, other than those imposed by Section 5, will be extended by a period equivalent to the period of delay resulting from an Intervening Event described in Subsection 23.1.

	
	 	 
	
23.3 		
A party relying on the provisions of Subsection 23.1 will take all reasonable steps to eliminate an Intervening Event and, if possible, will perform its obligations under this Agreement as far as practical, but nothing herein will
require such party to settle or adjust any labour dispute or to question or to test the validity of any law, rule, regulation or order of any duly constituted governmental authority or to complete its obligations under this Agreement if an
Intervening Event renders completion impossible.

	
	 	 
	
24. 		
ENTIRE AGREEMENT

	
	 	 
	
24.1 		
This Agreement constitutes the entire agreement between the parties and replaces and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether verbal or written, express
or implied, statutory or otherwise between the parties with respect to the subject matter herein.

	








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	25. 	
      TIME OF ESSENCE

	 	 
	25.1 	
      Time will be of the essence in this Agreement.

	 	 
	26. 	
      ENFORCEMENT OF AGREEMENT

	 	 
	26.1 	
      The covenants, promises, terms and conditions contained
      herein will be binding upon the parties jointly and severally and may be
      enforced by each as against each other inter se.



IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day and year first above written.

Jiujiang Gao Feng Mining Company

Per:

by its Authorized Signatory

OSPREY VENTURES, INC.

Per:

by its Authorized Signatory