form6k012908ex10-4.htm


    
      

      

    


    ASSIGNMENT
      AND ASSUMPTION AGREEMENT

    


    This
      Assignment and Assumption
      Agreement (this “Agreement”) is made and entered into as of January 29, 2008, by
      and between American Goldrush Corp., a Canadian corporation (the “Assignor”),
      and Patriot Gold Corp., a Nevada corporation (the “Assignee”).

    


    WHEREAS,
      the Assignor is the Optionee
      pursuant to the Property Option Agreement dated July 14, 2006 (the “Property
      Agreement”’ capitalized terms used herein not otherwise defined shall have the
      meanings ascribed to such terms in the Property Agreement) between James Sorrell
      (the “Optionor”) and the Assignor;

    


    WHEREAS,
      the Assignor wishes to assign
      to the Assignee, and Assignee wishes to assume from Assignor, all of the rights
      and obligations of the Assignor provided for in the Property Agreement, for
      such
      consideration and on such terms as set out below;

    


    WHEREAS,
      pursuant to Section 7 of the
      Property Agreement, such assignment shall be permitted in accordance with the
      Property Agreement;

    


    NOW
      THEREFORE, in consideration of the
      above premises and the mutual representations, warranties, covenants and
      agreements hereinafter set forth and for other good and valuable consideration,
      the receipt and sufficiency of which is hereby acknowledged, the parties agree
      as follows:

    


    1.           
      Purchase Price.
      Simultaneous with the execution and delivery of this Agreement, the Assignee
      is
      paying the Assignor the sum of US$200,000, which amount shall represent full
      payment and satisfaction for the assignment by the Assignor to the Assignee
      of
      the Property Agreement and all rights and obligations with respect
      thereto.

    


    2.           
      Assignment of Property
      Agreement.  The Assignor hereby assigns to the Assignee all of
      its right, title and interest in, to and under the Property Agreement.

    


    Included
      in said assignment shall be,
      without limitation, all sums incurred by the Assignor in connection with the
      Property, specifically (i) the refunding of the reclamation bond previously
      paid
      by the Assignor to the Forest Service in Arizona in the amount of USD $17,000,
      as indicated by Exhibit
      A annexed hereto; (ii) the USD $171,097 of Expenditures incurred by the
      Assignor prior to the date hereof; (iii) the USD $85,000 paid to the Optionor;
      and (iv) USD $8,500 paid as Finder’s Fees. Annexed to this Agreement as Exhibit
      B is be a list of all spending credits and Expenditures incurred by the
      Assignor prior to the date hereof, certified by the chief financial officer
      of
      the Assignor.

    


    3.           
      Assumption of
      Obligations.  The Assignee hereby expressly assumes and agrees
      to perform all duties and obligations of the Assignor arising under the Property
      Agreement from and after the date hereof.

    


    4.           
      Representations
      of the
      Assignor.

    


    The
      Assignor hereby represents and warrants to the Assignee the following:


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    (a)           
      The Assignor is a corporation duly organized, validly existing and in good
      standing under the laws of the Canada, with full power and authority to own,
      lease, use and operate its properties and to carry on its business as and where
      now owned, leased, used, operated and conducted.

     

    (b)           
      The Assignor has the absolute and unrestricted right, power, legal capacity
      and
      authority to enter into and perform its obligations under this Agreement, to
      carry out its obligations hereunder and to consummate the transactions
      contemplated hereby. Assuming the due authorization, execution and delivery
      by
      the Assignee, this Agreement, when executed and delivered by the Assignee,
      will
      be a valid and binding obligation of the Assignor, enforceable against it in
      accordance with its terms. This Agreement has been duly executed and delivered
      by the Assignor.

     

    (c)           
      Neither the execution and delivery of this Agreement, nor the consummation
      of
      the transactions contemplated hereby, will conflict with, or (with or without
      notice or lapse of time, or both) result in a termination, breach or violation
      of (i) any instrument, contract or agreement to which the Assignor is a party
      or
      by it is bound, or (ii) any federal, state, local or foreign law, ordinance,
      judgment, decree, order, statute, or regulation, or that of any other
      governmental body or authority, applicable to the Assignor or the
      Property.

    


    (d)           
      The Assignor is the sole Optionee under the Property Agreement, and no other
      party has any lien, charge, claim, option, preferential arrangement or
      restrictions of any kind, on the Property or pursuant to the Property
      Agreement.  Upon
      the consummation of the transactions contemplated hereby, the Assignee will
      have
      full title and interest in the Property Agreement.

    


    (e)           
      The transfer of the Property Agreement to the Assignee will not give rise to
      any
      rights or claims by any third party, including without limitation, the
      shareholders' of the Assignor.

    


    (f)           
      No consents, permits or other approvals of any kind are necessary in order
      to
      transfer the Property Agreement to the Assignee.

    


    (g)           
      Neither the Assignor nor any of its affiliates is party to or threatened with,
      any litigation, suit, action, investigation, proceeding or controversy before
      any court, administrative agency or other governmental authority relating to
      or
      affecting the Property Agreement, the Property or the Assignor.

    


    (h)           
      The amounts set forth in Exhibits A and B are true, correct and complete, and
      the invoices and receipts attached to said exhibits accurately and truthfully
      set forth the details of the amounts set forth therein.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    5.           
      Representations
      of the
      Assignee.

    


    The
      Assignee hereby represents and warrants to the Assignor the following:

    


    (a)           
      The Assignee is a corporation duly organized, validly existing and in good
      standing under the laws of the State of Nevada, with full power and authority
      to
      own, lease, use and operate its properties and to carry on its business as
      and
      where now owned, leased, used, operated and conducted.

     

    (b)           
      The Assignee has the absolute and unrestricted right, power, legal capacity
      and
      authority to enter into and perform its respective obligations under this
      Agreement, to carry out its obligations hereunder and to consummate the
      transactions contemplated hereby. This Agreement has been duly executed and
      delivered by the Assignor.

     

    (c)           
      No filing with, authorization from or consent or approval of any governmental
      body, agency, official or authority or any other third party is necessary or
      required to be made or obtained to enable the Assignee to enter into, and to
      perform its obligations under, this Agreement.

     

    (d)           
      Assuming the due authorization, execution and delivery by the Assignor, this
      Agreement, when executed and delivered by the Assignee, will be a valid and
      binding obligation of the Assignee, enforceable against it in accordance with
      its terms.

     

    (e)           
      Neither the execution and delivery of this Agreement, nor the consummation
      of
      the transactions contemplated hereby, will conflict with, or (with or without
      notice or lapse of time, or both) result in a termination, breach or violation
      of (i) any instrument, contract or agreement to which the Assignee is a party
      or
      by which it is bound, or (ii) any federal, state, local or foreign law,
      ordinance, judgment, decree, order, statute, or regulation, or that of any
      other
      governmental body or authority, applicable to the Assignee or its assets or
      properties.

    


    (f)           
      As of the date hereof, there are no liabilities, obligations, debts or payments
      directly or indirectly owed to any third party, including without limitation,
      the Optionor, by the Assignor as a result of, or related to, the Property or
      the
      Property Agreement.

    


     

    6.           
      Indemnification.   The
      Assignor shall indemnify and hold harmless Assignee and its officers, directors,
      shareholders, employees, trustees, agents, beneficiaries, affiliates,
      representatives and their successors and assigns from and against any and all
      damages, losses, liabilities, taxes and costs and expenses (including, without
      limitation, attorneys’ fees and costs) resulting directly or indirectly from (a)
      any inaccuracy, misrepresentation, breach of warranty or nonfulfillment of
      any
      of the representations and warranties of Assignor in this Agreement or in any
      certificate or

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    document
      delivered by the Assignor,
      pursuant to this Agreement, or any actions, omissions or statements of
      fact inconsistent with in any material respect any such representation or
      warranty, (b) any failure by the Assignor to perform or comply with any
      agreement, covenant or obligation in this Agreement or in any certificate or
      document delivered or to be performed by or complied with pursuant to the terms
      of this Agreement, (c) any claims made by a third party against the Assignee
      based upon an obligation, act or omission of the Assignor prior to the date
      hereof, (d) taxes attributable to the Assignor prior to the date hereof, (e)
      any
      claim made at any time by any governmental body in respect of the business
      of
      the Assignor for all periods prior to the date hereof, (f) any debt, claim,
      liability or obligation of the Assignor prior to the date hereof, or (g) any
      litigation, action, claim, proceeding or investigation by any third party
      relating to or arising out of the business or operations of the Assignor prior
      to the date hereof.

     

    The
      Assignee shall indemnify and hold
      harmless Assignor and its officers, directors, shareholders, employees,
      trustees, agents, beneficiaries, affiliates, representatives and their
      successors and assigns from and against any and all damages, losses,
      liabilities, taxes and costs and expenses (including, without limitation,
      attorneys’ fees and costs) resulting directly or indirectly from (a) any
      inaccuracy, misrepresentation, breach of warranty or nonfulfillment of any
      of
      the representations and warranties of Assignee in this Agreement or in any
      certificate or document delivered by the Assignee, pursuant to this
      Agreement, or any actions, omissions or statements of fact inconsistent
      with in any material respect any such representation or warranty, (b) any
      failure by the Assignee to perform or comply with any agreement, covenant or
      obligation in this Agreement or in any certificate or document delivered or
      to
      be performed by or complied with pursuant to the terms of this Agreement, (c)
      any claims made by a third party against the Assignor based upon an obligation,
      act or omission of the Assignee after to the date hereof, (d) taxes attributable
      to the Assignee after the date hereof, (e) any claim made at any time by any
      governmental body in respect of the business of the Assignee for all periods
      after the date hereof, (f) any debt, claim, liability or obligation of the
      Assignee prior to the date hereof, or (g) any litigation, action, claim,
      proceeding or investigation by any third party relating to or arising out of
      the
      business or operations of the Assignee after the date hereof.

     

    All
      representations, warranties,
      covenants and agreements of the parties contained herein or in any other
      certificate or document delivered pursuant hereto shall survive the date hereof
      for three years from the date hereof.

     

    7.           
      Power of
      Attorney.  The Assignor hereby constitutes and appoints the
      Assignee its true, lawful and irrevocable attorney to demand, receive and
      enforce the performance of the terms of the Property Agreement or to otherwise
      deal in respect of the Property Agreement, and to give receipts, releases and
      satisfactions for the same, and this may be done either in the name of the
      Assignor with the same force and effect as Parent could do if this Agreement
      had
      not been made.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    8.           
      Miscellaneous.

    


    (a)           
      This Agreement shall be governed by and construed in accordance with the
      internal laws of the State of Nevada.

    


    (b)           
      If any covenant or agreement contained herein, or any part hereof, is held
      to be
      invalid, illegal or unenforceable for any reason, such provision will be deemed
      modified to the extent necessary to be valid, legal and enforceable and to
      give
      effect of the intent of the parties hereto.

    


    (c)           
      This Agreement constitutes the entire agreement between the parties with respect
      to the subject matter hereof. This Agreement supersedes all prior agreements
      between the parties with respect to the subject matter hereof or thereof. There
      are no representations, warranties, covenants or undertakings with respect
      to
      the subject matter hereof other than those expressly set forth herein or in
      the
      other agreements referenced herein.

    


    (d)           
      This Agreement may not be amended or modified except by the express written
      consent of the parties hereto. Any waiver by the parties of a breach of any
      provision of this Agreement shall not operate or be construed as a waiver of
      any
      subsequent breach thereof or of any other provision.

    


    (e)           
      This Agreement shall be binding upon, inure to the benefit of, and be
      enforceable by the parties hereto and their respective successors and permitted
      assignees.

    


    (f)           
      The parties hereto intend that this Agreement shall not benefit or create any
      right or cause of action in or on behalf of any person other than the parties
      hereto.

    


    (g)           
      The parties agree that this Agreement shall be deemed to have been jointly
      and
      equally drafted by them, and that the provisions of this Agreement therefore
      shall not be construed against a party or parties on the ground that such party
      or parties drafted or was more responsible for the drafting of any such
      provision(s). The parties further agree that they have each carefully read
      the
      terms and conditions of this Agreement, that they know and understand the
      contents and effect of this Agreement and that the legal effect of this
      Agreement has been fully explained to its satisfaction by counsel of its own
      choosing.

    


    (h)           
      The parties hereto agree to execute and deliver such further documents and
      instruments and to do such other acts and things any of them, as the case may
      be, may reasonably request in order to effectuate the transactions contemplated
      by this Agreement.

    


    (i)           
      This Agreement may be executed in counterparts and by facsimile, each of which
      shall be deemed an original and all of which together shall constitute one
      and
      the same instrument.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    


    IN
      WITNESS WHEREOF, each of the undersigned has caused this Agreement to be
      executed by its duly authorized officer or representative as of the date first
      above written.

    


    AMERICAN
      GOLDRUSH CORP.

    


    


    ________________________________

    Name:   Andrew
      Gourlay

    Title:
      President and CEO

    Address:708-1155
      West Pender Street

    Vancouver,
      B.C., Canada, V6E
      2P4

    


    


    PATRIOT
      GOLD CORP.

    


    


    By:
      ______________________________

    Name:
      Robert Coale

    Title:
      President and CEO

    Address:
      501-1775 Bellevue Ave.

    West
      Vancouver, B.C., Canada, V7V
      1A9

    


    


    


    AGREED
      AND ACKNOWLEDGED:

    


    


    _________________

    James
      Sorrell

    


    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      A

    


    Reclamation
      bond paid to the State of Arizona of USD $17,000.

    


    Exhibit
      B

    


    Spending
      credits including geological, geophysical, claim expansion and perfection costs,
      travel, and camp and field supplies totaling USD $171,097 have been incurred
      by
      the Assignor since acquiring the Margarita Property.