Alexandra Capital Corp. - Exhibit 10.1 - Filed by newsfilecorp.com






                
This Agreement is made as of the 17th day of February, 2014 

BETWEEN: 

EASTLAND MANAGEMENT
LTD., a company duly incorporated pursuant to the laws of British
Columbia and having an office address at 5215 6th Ave., Delta, BC.
V4M 1L6 

(hereinafter called the
“Optionor”) 

OF THE FIRST PART 

AND: 

ALEXANDRA CAPITAL CORP.,
a company duly incorporated pursuant to the laws of British Columbia and having
an office and place of business at 2075 West 37th Avenue, Vancouver,
B.C. V6M 1N6 

(hereinafter called the
“Optionee”) 

OF THE SECOND PART 

WHEREAS the Optionor is the beneficial owner of an
undivided 100% interest in the prospective mineral property described in
Schedule “A” hereto which is located near Merritt, British Columbia (hereinafter
called the “Property”); 

AND WHEREAS the Optionee wishes to acquire an option to
earn up to a 100% interest in the Property in furtherance of completing its
Qualifying Transaction, as contemplated by the policies of the TSX Venture
Exchange (the “Exchange”). 

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

REPRESENTATIONS OF THE OPTIONOR 

1.01                 
The Optionor represents and warrants to the Optionee that: 

	 	(a) 	
      It has been duly incorporated and validly exist as a
      corporation in good standing under the laws of the Province of British
      Columbia;

	 	 	 
	 	(b) 	
      It has duly obtained all corporate authorizations for the
      execution of this Agreement and for the performance of this Agreement, and
      the consummation of the transactions contemplated hereby will not conflict
      with or result in any breach of any covenants or agreements contained in,
      or constitute a default under, or result in the creation of any
      encumbrance under the provisions of the articles, by-laws and other
      constating documents of the Optionor, any shareholders’ or directors’
      resolution, indenture, agreement or other instrument whatsoever to which
      the Optionor is party or by which it is bound;

	 	 	 
	 	(c) 	
      this Agreement has been duly executed and delivered by
      the Optionor and all documents required hereunder to be executed and delivered by the
      Optionor have been duly executed and delivered, and this Agreement and
      such documents constitute legal, valid and binding obligations of the
      Optionor, enforceable against it in accordance with their terms, subject
      to bankruptcy, insolvency and other laws affecting the rights of creditors
      generally and subject to the qualifications that equitable remedies may be
      granted in the discretion of a court of competent jurisdiction and except
      that rights of indemnity, contribution and waiver of contribution may be
  limited under law;







2 

	 	(d) 	
      no proceedings are pending and the Optionor is unaware of
      any basis for the institution of any proceedings leading to dissolution or
      winding-up or placing wither of it into bankruptcy or which would make it
      subject to any other laws governing the affairs of insolvent
    companies;

	 	 	 
	 	(e) 	
      the mineral claims comprised in the Property have been
      duly and validly issued or located and recorded pursuant to the laws of
      British Columbia and are in good standing in respect to the performance
      and recording of assessment work up to and including at least the expiry
      dates set forth in Schedule “A”;

	 	 	 
	 	(f) 	
      there are no adverse claims or challenges against or to
      the ownership or title to the Property, or to its knowledge is there any
      basis therefore, and there are no outstanding agreements affecting the
      Property or any portion thereof;

	 	 	 
	 	(g) 	
      there are no actions, suits, investigations or
      proceedings before any court, arbitrator, administrative agency or other
      tribunal or governmental authority, whether current, pending or
      threatened, which directly or indirectly relate to or affect the Property
      or the interests of the Optionor therein, nor is the Optionor aware of any
      acts that would lead it to suspect that the same might be initiated or
      threatened;

	 	 	 
	 	(h) 	
      the Optionor is the 100% legal and beneficial owners of
      the Property and will remain as such, subject to the terms of this
      Agreement;

	 	 	 
	 	(i) 	
      the Optionor has the right to enter into this Agreement
      and to transfer a 100% interest in the Property to the Optionee upon the
      terms and conditions contained herein;

	 	 	 
	 	(j) 	
      there are no outstanding options to purchase or otherwise
      acquire the Property or any portion thereof or any interest therein, and
      no person has any royalty or other interest whatsoever in the production
      from or profits earned from any of the mineral claims comprising the
      Property;

	 	 	 
	 	(k) 	
      the activities by the Optionor and any other person on
      behalf of the Optionor, directly or indirectly relating to the mineral
      claims comprising the Property, have been conducted in compliance with the
      Mineral Tenure Act and all other applicable laws and the Optionor has not
      received any notice, nor is the Optionor aware after reasonable inquiry,
      of any breach or violation of any such laws having been alleged;

	 	 	 
	 	(l) 	
      there are no current obligations or commitments for
      reclamation, closure or other environmental corrective, clean-up or
      remediation action directly or indirectly relating to the mineral claims
      comprising the Property;








3 

	 	(m) 	
      the Optionor has incurred Approved Expenditures (as
      defined in Policy 1.1 of the Exchange) on the Property of not less than
      $100,000 within the preceding three years and such expenditures have been
      filed with the appropriate mining authorities in British Columbia;
    and

	 	 	 
	 	(n) 	
      the Optionor will provide a technical report (the
      “Technical Report”) respecting the Property, addressed to the Company,
      prepared in full compliance with National Instrument 43-101 and acceptable
      for filing with the Exchange.



1.02                 
The representations and warranties of the Optionor herein set out form a part of
this Agreement and are conditions upon which the Optionee has relied in entering
into this Agreement and shall survive the execution of this Agreement and the
acquisition by the Optionee of any interest in the Property. 

1.03                 
The Optionor will indemnify and save the Optionee harmless from all loss,
damage, costs, actions and suits arising out of or in connection with any breach
of any representation, warranty, covenant, agreement or condition made by the
Optionor and acknowledges that the Optionee has entered into this Agreement
relying on the warranties and representations and other terms and conditions of
this Agreement and that no information which is now known or which may hereafter
become known to the Optionee or its officers, directly or through professional
advisors, shall limit or extinguish the right to indemnity hereunder. In
addition to any other remedies it may pursue, the Optionee may deduct the amount
of any such loss or damage from any amounts payable by it to the Optionor
hereunder. 

REPRESENTATIONS AND WARRANTIES OF THE
OPTIONEE

2.01                 
The Optionee represents and warrants to the Optionor that: 

	 	(a) 	
      it has been duly incorporated and validly exists as a
      corporation in good standing under the laws of the Province of British
      Columbia; 

	 	  	
       

	 	(b) 	
      it has duly obtained all corporate authorizations for the
      execution of this Agreement and for the performance of this Agreement by
      it, and the consummation of the transactions herein contemplated will not
      conflict with or result in any breach of any covenants or agreements
      contained in, or constitute a default under, or result in the creation of
      any encumbrance under the provisions of, the Articles or the constating
      documents of the Optionee or any shareholders or directors resolution,
      indenture, agreement or other instrument whatsoever to which the Optionee
      is a party or by which it is bound; 

	 	  	
       

	 	(c) 	
      no proceedings are pending for, and the Optionee is
      unaware of any basis for the institution of any proceedings leading to,
      its dissolution or winding-up or placing it in bankruptcy or subject to
      any other laws governing the affairs of insolvent companies; 

	 	  	
       

	 	(d) 	
      this Agreement has been duly executed and delivered by
      the Optionee and all documents required hereunder to be executed and
      delivered by the Optionee shall have been duly executed and delivered and
      this Agreement and such documents constitute legal, valid and binding
      obligations of the Optionee enforceable against it in accordance with
      their terms, subject to bankruptcy, insolvency and other laws affecting
      the rights of creditors generally and subject to the qualifications that
      equitable remedies may be granted in the discretion of a court of
      competent jurisdiction and except that rights of indemnity,
  contribution and waiver of contribution may be limited
  under law; and







4 

	 	(e) 	
      no order ceasing or suspending trading in the securities
      of the Optionee nor prohibiting the sale of such securities has been
      issued to the Optionee or its directors, officers or promoters and, to the
      best of the knowledge of the Optionee, no investigations or proceedings
      for such purposes are pending or threatened; and

	 	 	 
	 	(f) 	
      the common shares to be issued hereunder will be duly and
      validly created, authorized and issued as fully paid and non-assessable
      common shares of the Optionee.



2.02                 
The representations and warranties contained in paragraph 2.01 are provided for
the exclusive benefit of the Optionor, and a breach of any one or more thereof
may be waived by the Optionor in whole or in part at anytime without prejudice
to its rights in respect of any other breach of the same or any other
representation or warranty. The representations and warranties of the Optionee
contained in paragraph 2.01 are conditions upon which the Optionor has relied in
entering into this Agreement and shall survive the execution of this Agreement.


2.03                 
The Optionee will indemnify and save the Optionor harmless from all loss,
damage, costs, actions and suits arising out of or in connection with any breach
of any representation, warranty, covenant, agreement or condition made by the
Optionee and acknowledges that the Optionor has entered into this Agreement
relying on the warranties and representations and other terms and conditions of
this Agreement and that no information which is now known or which may hereafter
become known to the Optionor, directly or through professional advisors, shall
limit or extinguish the right to indemnity hereunder. 

PURCHASE PRICE 

3.01                 
The Optionor hereby grants to the Optionee the sole and exclusive right and
option (the “Option”) to acquire a 100% undivided interest in and to the
Property, in consideration for the cash payments and share issuances as
described in paragraph 3.02. 

3.02                 
In order to keep the Option in good standing the Optionee shall: 

	 	(a) 	
      pay to the Optionor $10,000 non-refundable upon the
      receipt of the Technical Report from the Optionor;

	 	 	 
	 	(b) 	
      pay to the Optionor $15,000 and issue to the Optionor
      200,000 common shares of the Optionee upon Exchange approval of this
      Agreement (“Exchange Approval”);

	 	 	 
	 	(c) 	
      on the first anniversary of Exchange Approval, issue to
      the Optionor 200,000 common shares of the Optionee;

	 	 	 
	 	(d) 	
      on or before the second anniversary of Exchange Approval,
      issue to the Optionor 300,000 common shares of the
  Optionee



3.03                 
In addition to making the payments contemplated by paragraph 3.02, in order to
maintain the Option in good standing, the Optionee shall make Approved
Expenditures (as defined in Policy 1.1 of the Exchange) on the Property of not
less than $100,000 (the “Required Expenditures) on or before the 1st
anniversary of the date of Exchange approval. 




5 

3.04                 
In the event that this Agreement is terminated without the Optionee having
completed the full amount of Required Expenditures, the Optionee shall pay to
the Optionor as liquidated damages the difference between $100,000 and the
amount of Approved Expenditures actually completed by such time. The Optionor
shall also provide a reasonably detailed accounting of the Approved Expenditures
made during the term of this Agreement and used in its damage calculation. 

TRANSFER OF PROPERTY, PROPERTY REPORTING AND
FILING 

4.01                 
Upon the payment of monies and the issue and allotment of shares pursuant to
paragraph 3.02, and the completion of the required work programs pursuant to
paragraph 3.03, the Optionor shall execute all such effectual and valid
transfers of the Property and such other documents as the Optionee or its legal
counsel may deem necessary to transfer to the Optionee a 100% undivided interest
in and to the Property free and clear of all encumbrances. 

4.02                 
During the term of this Agreement and the Option, the Optionee may register this
Option Agreement on title to the Property; provided however, that such
encumbrance shall immediately be discharged by the Optionee and at its costs,
upon termination of this Agreement if the Option is not exercised. 

4.03                 
The Optionee shall have the exclusive right at all times during the currency of
this Agreement to enter in and upon the Property and to the extent that it is in
its sole discretion may consider advisable to explore, examine, prospect,
investigate, map, survey, mine, develop and to carry out commercial production
on the Property or any part or parts thereof, and to extract, remove and treat
rock, earth and, ore and minerals therefrom and to dump and store materials and
waste materials thereon or therein. In doing such exploration, development,
mining and production work, the Optionee may treat the Property as a group or in
conjunction with adjoining claims which the Optionee may own and may explore and
develop the Property by means of drilling, shaft sinking, cross cutting,
drifting and raising, or by any other exploration or development or mining
method as recommended by its engineers, geologists and consultants. The Optionee
shall have custody, possession and control of all drill cores during the term of
this Agreement and upon the termination of this Agreement shall deliver up to
the Optionor all such drill cores, together with all assays, geological
information, models, maps and reports made prepared or taken in connection with
the work conducted, or to be conducted, on the Property pursuant to the terms of
this Agreement, if the Option is not exercised. The Optionee shall have the
right to do such prospecting, exploration, development or other mining work
thereon and thereunder as the Optionee in its sole discretion may determine
advisable, to bring upon and erect upon the Property building, plant machinery
and equipment as the Optionee may deem advisable; to remove therefrom and
dispose of reasonable quantities of ores and minerals for the purposes of
obtaining assays or making other tests (up to 50 tons from each mineral claim or
crown granted mineral claims), and to mine, remove and sell for its own benefit
any and all ores, minerals, ore products obtained from the Property. 

FORCE MAJEURE 

5.01                 
If the Optionee is prevented from or delayed in complying with any provisions of
this Agreement by reasons of strikes, labour disputes, lockouts, labour
shortages, power shortages, fires, wars, acts of God, governmental regulations
restricting normal operations or any other reason or reasons beyond the control
of the Optionee, the time limited for the performance of the various provisions
of Agreement as set out herein shall be extended by a period of time equal in
length to the period of such prevention and delay. 




6 

5.02                 
The Optionee, insofar as is possible shall promptly give written notice to the
Optionor of the particulars of the reasons for any prevention or delay under
this Section and shall take all necessary steps to remove the cause of such
prevention or delay and shall give written notice to the Optionor as soon as
such cause ceases to exist. 

COVENANTS OF THE OPTIONEE 

6.01                 
The Optionee hereby covenants and agrees with the Optionor as follows: 

	 	(a) 	
      that during the currency of this Agreement it will
      maintain the Property in good standing and record as assessment work
      against the Property all possible work that qualifies for such recording
      and will pay all rentals, taxes or other governmental charges which shall
      fall due during the period of this Option;

	 	 	 
	 	(b) 	
      that it will carry out its operations on the Property in
      a careful and miner like manner and in accordance with the applicable laws
      and regulations of British Columbia and Canada;

	 	 	 
	 	(c) 	
      that it will properly pay all accounts of every nature
      and kind for wages, supplies, Workers’ Compensation Assessments, income
      tax deductions and all other accounts and indebtedness incurred by it so
      that no claim or lien arises thereon or upon the Property, or the ores or
      minerals contained therein, and it will indemnify the Optionor and save it
      harmless from any and all loss, costs, actions, suits, damages or claims
      which may be made against the Optionor in respect of the operations on the
      Property, provided however, that the Optionee shall have the right to
      contest the validity of any such lien or claim of lien;

	 	 	 
	 	(d) 	
      upon the termination of this Agreement that it will leave
      the Property in a safe condition in accordance with applicable statutes
      and regulations;

	 	 	 
	 	(e) 	
      that it will at all times maintain and keep true and
      correct records of all production and disposition thereof and of all costs
      and expenditures incurred as well as all other data necessary or proper
      for the settlement of accounts between the parties hereto in connection
      with their rights and obligations under this Agreement. Such records shall
      be open at all reasonable times upon reasonable notice for inspection by
      the Optionor or a duly authorized representative;

	 	 	 
	 	(f) 	
      that it will indemnify and hold harmless the Optionor
      from and against any damage, claim or demand arising out of the Optionee’s
      failure to comply with this paragraph;

	 	 	 
	 	(g) 	
      that it will allow the Optionor or any duly authorized
      agent or representative of the Optionor to inspect the Property upon
      giving the Optionee 48 hours written notice; PROVIDED HOWEVER, that it is
      agreed and understood that the Optionor or any such agent or
      representative shall not interfere with the Optionee’s activities on the
      Property and the Optionor or a duly authorized agent shall be at his, her
      or its own risk and that the Optionee shall not be liable for any loss,
      damage or injury incurred by the Optionor or its agent or representative
      arising from their inspection of the Property, however caused;
  and

	 	 	 
	 	(h) 	
      that it will obtain all necessary environmental permits
      prior to commencing operations on the Property and it will be responsible for any environmental
assessments made by governmental bodies as a result of operations on the
Property. 







7 

SURRENDER OF PROPERTY INTEREST PRIOR TO COMPLETION OF
AGREEMENT 

7.01                 
The Optionee may at any time elect to abandon its interest in the Property and
in this Agreement by giving notice to the Optionor of any such intention and by
meeting any and all outstanding obligations under this Agreement which are
outstanding at the effective date of termination. 

7.02                 
In the event that this Agreement is terminated without the Optionee having
earned its interest in the Property, the Optionee shall forthwith provide the
Optionor with copies of all engineering and geological reports, maps and other
data pertaining to the Property which has resulted from the operations of the
Optionee on the Property. 

TRANSFERS 

8.01                 
The Optionee (the “Transferring Party”) 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, except that its obligations hereunder shall continue unless
released in writing by the Optionor and provided that any purchaser, assignee or
transferee of any such interest shall have first delivered to the Optionor its
agreement binding itself to this Agreement and containing: 

	 	(a) 	
      a covenant by such transferee to perform all the
      obligations of the Transferring Party to be performed under this Agreement
      in respect of the interest to be acquired by it from the Transferring
      Party; 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
  Section.



TERMINATION NOTICE 

9.01                 
Until such time as the Optionee has carried out all of the terms of paragraph
3.02 and 3.03 hereof: 

	 	(a) 	
      this Agreement shall be an option only and the Optionee
      may terminate the Agreement upon the expiration of thirty (30) days notice
      in writing to the Optionor, and

	 	 	 
	 	(b) 	
      this Agreement shall terminate upon the expiration of
      thirty (30) days after service of notice in writing by the Optionor of a
      breach of any condition or covenant herein contained on the part of the
      Optionee to be observed or performed if such breach has not theretofore
      been remedied.



9.02                 
Notwithstanding 9.01 above, the Optionor may terminate this Agreement
immediately upon service of notice if the definitive qualifying transaction
submission has not been made to the Exchange on or before April 30, 2014. 




8 

OPTIONEE’S INDEMNITY 

10.01                The
Optionee shall indemnify and save harmless the Optionor from any and all
liability arising on or in relation to the Property during the term of this
Agreement, unless caused by the fault of the Optionor. 

DEFAULT 

11.01               
Notwithstanding anything in this Agreement to the contrary, if either the
Optionee or the Optionor (each referred to as a “defaulting party”) should be in
default of any requirement herein set forth, the other party shall give written
notice to the defaulting party specifying the default and the defaulting party
shall not lose any right granted under this Agreement unless within 30 days
after the giving of notice of default by the other party, the defaulting party
has failed to cure any such default, in which event this Agreement shall
terminate subject however to the surrender provisions set out herein. 

ARBITRATION 

12.01               
Disputes between the parties arising out of or in connection with this Agreement
or its interpretation will be settled in accordance with this Article 12 and
will be settled in the first instance available. If amicable settlement cannot
be reached within thirty (30) days following written notice by one party to the
other party of the existence of any such dispute, the matter will be submitted
to binding arbitration in accordance with the provisions of this Section

12.02                Following
the expiry of the thirty (30) day notice period, any party may refer any matter
to arbitration by written notice to the others and, within fifteen (15) days
after receipt of such notice, the parties will agree on the appointment of an
arbitrator. No person will be appointed as an arbitrator hereunder unless such
person agrees in writing to act. 

12.03                If
the parties cannot agree on a single arbitrator as provided in paragraph 12.02
either party may submit the matter to arbitration (before a single arbitrator)
in accordance with the Commercial Arbitration Act (British Columbia) (the
“Act”). 

12.04                Except
as specifically provided in this Section 12, arbitration hereunder will be
conducted in accordance with the Act. The arbitrator will fix a time and place
in Vancouver, British Columbia for the purpose of hearing the evidence and
representations of the parties and he will preside over the arbitration and
determine all questions of procedure not provided for under such Act or this
Section 12. After hearing any evidence and representations that the parties may
submit, the arbitrator will make an award and reduce the same to writing and
deliver one copy thereof to each of the parties. The decision of the arbitrator
will be made within thirty (30) days after his appointment, subject to any
reasonable delay due to unforeseen circumstances. The expense of the arbitration
will be paid as specified in the award. The parties agree that the award of the
single arbitrator will be final and binding upon each of them and will not be
subject to appeal. 

NOTICE 

13.01               
Any notice required to be given under this Agreement shall be deemed to be well
and sufficiently given if delivered or mailed by registered mail at the
addresses first herein appearing and any notice given as aforesaid shall be
deemed to have been delivered when delivered, or if mailed, to be delivered on
the said business day after the date of mailing except in the event of postal
disruption, when notice shall be delivered. Any party may, from time to time by
notice in writing, change its address for the purpose of this Section. 




9 

INTERPRETATION 

14.01               
The terms of this Agreement shall be construed in accordance with the laws of
the British Columbia. 

ENUREMENT 

15.01               
This Agreement shall enure to the benefit of and be binding upon the parties
hereto, their respective heirs, executors, administrators, successors or
permitted assigns, as the case may be. 

AREA OF INTEREST 

16.01               
If either party or any of its affiliates stakes or otherwise acquires any
interest in mineral claims or any other form of mineral tenure (the “AOI
Tenure”) located wholly or partly in an area (the “Area of Interest”) within
two (2) kilometres from any portion of the Property as it exists at the
date of execution of this Agreement, the acquiring party shall forthwith give
notice to the other party of such staking or acquisition, the costs thereof and
all details in its possession with respect to the nature of the AOI Tenure and
the known mineralization thereon. Upon delivery of such notice, the Optionee may
elect by notice to the Optionor to require that such AOI Tenure be included in
and thereafter form part of the Property. If the Optionee so elects and if such
AOI Tenure was staked or acquired by the Optionee or any of its affiliates, the
staking or acquisition costs shall constitute work costs. If the Optionee so
elects and if such AOI Tenure was staked or acquired by the Optionor or any of
its affiliates, the Optionee shall reimburse the Optionor for the staking or
acquisition costs, which reimbursed costs shall also constitute work costs 

ADDITIONAL TERMS 

17.01               
Each of the parties hereto agree to execute such further and other deeds,
documents and assurances and to do such further and other acts as may be
necessary to carry out the true intent and meaning of this Agreement, fully and
effectually. 

17.02               
This Agreement shall supersede and replace any other agreement or arrangement,
whether oral or written heretofore existing between the parties hereto in
respect of the subject matter of this Agreement. 

17.03                This
Agreement may be executed in several parts in the same form and such parts as so
executed shall together form one original agreement, and such parts, if more
than one, shall be read together and construed as if all the signing parties
hereto had executed one copy of this Agreement. 17.04 Words used herein
importing the singular number only shall include the plural and vice versa, and
words importing the masculine gender shall include the feminine and neuter
genders and vice versa, and words importing persons shall include firms and
corporations. 

17.05               
Time is hereby expressly made of the essence with respect to the performance by
the parties of their respective obligations under this Agreement. 

17.06               
Nothing contained in this Agreement shall cause a party to be a partner, agent
or legal representative of any other party. It is intended that this
Agreement shall not create the relationship of a partnership between the parties
and that no act done by any party pursuant to the provisions hereof shall
operate to create such a relationship. 




10 

17.07                All
reference to monies hereunder are to Canadian dollars and all payments to be
made to any party hereunder may be made by certified cheque or bank draft 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 Canada as such
party may designate from time to time by written notice. Said bank or banks
shall be deemed to be the agent of the designating party for the purpose of
receiving, collecting and receipting such payment. 

17.08               
The headings of this Agreement are for convenience only and do not form a part
of this Agreement and are not intended to affect the construction of anything
herein contained or govern the rights and liabilities of the parties. 

17.09               
If any one or more of the provisions contained herein should be invalid,
unenforceable or illegal in any respect in any jurisdiction, the validity,
legality and enforceability of such provision shall not in any way be affected
or impaired thereby in any other jurisdiction and the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be effected or impaired thereby. 

17.10                This
Agreement may not be changed orally but only by an agreement in writing, duly
executed by the party or parties against which enforcement, waiver, change,
modification or discharge is sought. 

17.11               
This Agreement is subject to the approval of the Exchange. 

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

EASTLAND MANAGEMENT LTD. 


	Per:      /s/ JIM
      RANKIN                                                
       
	           
      Authorized Signatory 
	 
	ALEXANDRA CAPITAL CORP. 
	 
	 
	Per:      /s/ SUZANNE
      WOOD                                         
	           
      Authorized Signatory 






SCHEDULE A 

TO THE AGREEMENT between EASTLAND MANAGEMENT LTD. and
ALEXANDRA CAPITAL CORP. as of the 17th day of February,
2014. 

PROPERTY DESCRIPTION 

PROPERTY DESCRIPTION AND LOCATION 

     The SB project lies on TRIM claim
sheets 092I015 and 092I025 in the Nicola Mining Division. The property consists
of eight map claims totaling 3,516 hectares. The geographic center of the
property is approximately 25 kilometres west of Merritt at UTM coordinates
634000E 5561000N Zone 10 in datum NAD 83.


	Tenure 

      Number 	Claim 

      Name 	

      Owner 	

      Tenure Type 	Tenure Sub 

      Type 	Map 

      Number 	

      Issue Date 	Good To 

      Date
    	

    Area (ha) 
	855421 	SB 1 	266788 (100%) 	Mineral 	Claim 	092I 	2011/may/23 	2015/may/23 	496.62 
	855422 	SB 2 	266788 (100%) 	Mineral 	Claim 	092I 	2011/may/23 	2015/may/23 	475.93 
	855424 	SB 3 	266788 (100%) 	Mineral 	Claim 	092I 	2011/may/23 	2015/may/23 	475.92 
	855425 	SB 4 	266788 (100%) 	Mineral 	Claim 	092I 	2011/may/23 	2015/may/23 	310.24 
	855426 	SB 5 	266788 (100%) 	Mineral 	Claim 	092I 	2011/may/23 	2015/may/23 	310.24 
	855427 	SB 6 	266788 (100%) 	Mineral 	Claim 	092I 	2011/may/23 	2015/may/23 	517.07 
	855428 	SB 7 	266788 (100%) 	Mineral 	Claim 	092I 	2011/may/23 	2015/may/23 	517.06 
	855430 	SB 8 	266788 (100%) 	Mineral 	Claim 	092I 	2011/may/23 	2015/may/23 	413.65 
	  	  	  	  	  	  	  	  	3516.71