ex10-1.htm


    Exhibit 10.1

     

    SHARE CANCELLATION/RETURN TO
TREASURY  AGREEMENT

     

     

    THIS
AGREEMENT made the 27th day of April, 2010

    


    BETWEEN:

    Big Bear
Mining Corp.

    (the
"Company")

    AND:

    Aaron
Hall

    ("Hall")

     

    WHEREAS:

     

    A. 
Hall is the holder of 100,000,000 post split shares of the Company’s common
stock and agrees herein to cancel 66,750,000 of such shares (the “Hall Shares”);

     

    B. 
Hall agrees to the cancellation of the Hall Shares as he is no longer the
President, Secretary, Treasurer and director of the Company, and will have
limited involvement with the Company’s proposed business operations and seeks to
benefit the Company’s minority shareholders with such cancellation;
and

     

    C. 
Each of the Company and Hall deem it to be in their respective best interests to
immediately cancel the Hall Shares.

     

    NOW
THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants contained herein (the sufficiency whereof is hereby acknowledged by
the parties hereto), the parties hereby agree to and with each other as
follows:

     

    
      	
               
      

            	
              1.

            	
              CANCELLATION OF HALL
      SHARES

            


    

     

    
      	
               
      

            	
              1.1

            	
              The
      Hall Shares shall be cancelled effective on the date of this
      Agreement.

            


    

     

    
      	
               
      

            	
              2.

            	
              RELEASE

            


    

     

    
      	
               
      

            	
              2.1

            	
              Hall,
      together with his affiliates, shareholders, heirs, executors,
      administrators, and assigns, does hereby remise, release and forever
      discharge the Company, its respective directors, officers, shareholders,
      employees and agents, and their respective successors and assigns, of and
      from all claims, causes of action, suits and demands whatsoever which Hall
      ever had, now or may have howsoever arising out of the original grant and
      this cancellation of the Hall
Shares.

            


    

     

    
      	
               
      

            	
              3.

            	
              COUNTERPARTS

            


    

     

    
      	
               
      

            	
              3.1

            	
              This
      Agreement may be executed in several counterparts, each of which will be
      deemed to be an original and all of which will together constitute one and
      the same instrument.

            


    

     

    
      	
               
      

            	
              4.

            	
              ELECTRONIC
      MEANS

            


    

     

    
      	
               
      

            	
              4.1

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

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              5.

            	
              FURTHER
      ASSURANCES

            


    

     

    
      	
               
      

            	
              5.1

            	
              As
      and so often as may be required, the parties will execute and deliver all
      such further documents, do or cause to be done all such further acts and
      things, and give all such further assurances as in the opinion of the
      Company or its counsel are necessary or advisable to give full effect to
      the provisions and intent of this
Agreement.

            


    

     

    
      	
               
      

            	
              6.

            	
              PROPER
      LAW

            


    

     

    
      	
               
      

            	
              6.1

            	
              This
      Agreement will be governed by and construed in accordance with the law of
      the State of Nevada.

            


    

     

    
      	
               
      

            	
              7.

            	
              INDEPENDENT LEGAL
      ADVICE

            


    

     

    
      	
               
      

            	
              7.1

            	
              Hall
      hereby acknowledges that this Agreement was prepared by Macdonald Tuskey
      for the Company and that Macdonald Tuskey does not represent
      Hall.  By signing this Agreement, Hall confirms that he fully
      understands this Agreement and (a) has obtained independent legal advice
      or (b) waives the right to obtain independent legal
  advice.

            


    

     

    IN WITNESS WHEREOF the parties
have executed and delivered this Agreement.

     

    


    BIG
BEAR MINING CORP.

     

    Per:                                   
          

    Authorized
Signatory

    


    


    AARON
HALL