Filed by sedaredgar.com - Chancery Resources Inc. - Exhibit 10.5






MINING PROPERTY ACQUISITION AGREEMENT

THIS AGREEMENT is dated for reference November 6, 2008.

BETWEEN:

CHANCERY RESOURCES INC., a
company having an address 
at 4400 Westgrove Drive, Suite 104, Dallas, Texas
75001

(the “Purchaser” or the “Company”)

AND:

CB RESOURCES LTD. (formerly Copper
Belt Resources
Ltd.) a company having an address at 575-1111 West
Hastings 
Street, Vancouver, British Columbia V6E 2J3

(the “Vendor”)

AND:

BNP RESOURCES LLC, a limited
liability company having an 
address at 4020 N. McArthur Boulevard, Suite
122, Irving, Texas 
75038

(“BNP”)

AND:

RAFAEL PINEDO, a businessman
having an address at 890 West 
Pender Street, sixth floor, Vancouver, British
Columbia V6C 1J9

(the “RP”)

WHEREAS:

A.          
The Vendor is the registered beneficial owner of an undivided one hundred
percent (100%) interest in and to those certain mineral interests which are more
particularly described in Schedule "A" attached hereto (the “Property”); and


B.           
The Vendor wishes to sell to the Purchaser an undivided one hundred percent
(100%) interest in and to the Property and any deposits of minerals on the
Property, and the Purchaser wishes to acquire the same on the terms and subject
to the conditions as are more particularly set forth herein.




THEREFORE in consideration of the mutual covenants and
agreements in this Agreement, the parties agree as follows:

	1. 	
      DEFINITIONS AND INTERPRETATION

	 	 
	1.1 	
      For the purposes of this
Agreement:




	 	(a) 	
      "Affiliate" means any person, partnership, joint venture,
      corporation or other form of enterprise which directly or indirectly
      controls, is controlled by, or is under common control with, a party to
      this Agreement. For purposes of the preceding sentence, "control" means
      possession, directly or indirectly, of the power to direct or cause
      direction of management and policies through ownership of voting
      securities, contract, voting trust or otherwise;

	 	 	 
	 	(b) 	
      "Effective Date" means, November 6, 2008;

	 	 	 
	 	(c) 	
      "Ore" shall mean any minerals of commercial economic
      value mined from the Property;

	 	 	 
	 	(d) 	
      "Payment" means the payments contemplated in paragraph
      3.2;

	 	 	 
	 	(e) 	
      "Preferred Shares" means a class of preferred shares of
      the Company to be created and designated the “Series A Preferred Shares”,
      which shall be convertible on the basis of one Preferred Share for one
      fifth (1/5) of one common share, and which shall contain such additional
      rights and restrictions as may be agreed upon by the Purchaser and the
      Vendor, which shall be issued as fully paid and non-assessable preferred
      shares in the capital of the Purchaser, shall be issued pursuant to
      exemptions from registration and prospectus requirements contained in the
      United States Securities Act of 1933 and the rules and regulations
      promulgated hereunder, and which Preferred Shares shall contain such
      restrictive legends regarding applicable hold periods as required by such
      securities laws;

	 	 	 
	 	(f) 	
      "Product" shall mean Ore mined from the Property and any
      concentrates or other materials or products derived therefrom, but if any
      such Ore, concentrates or other materials or products are further treated
      as part of the mining operation in respect of the Property, such Ore,
      concentrates or other materials or products shall not be considered to be
      "Product" until after they have been so treated.

	 	 	 
	 	(g) 	
      "Property" means properties in British Columbia, more
      particularly described in Schedule "A" of this Agreement;

	 	 	 
	 	(h) 	
      "Property Rights" means all licences, permits, easements,
      rights-of-way, certificates and other approvals obtained by either of the
      parties, either before or after the date of this Agreement, and necessary
      for the development of the Property or for the purpose of placing the
      Property into production or of continuing production on the Property;
      and








	 	(i) 	
      "Shares" means fully paid and non-assessable common
      shares in the capital of the Purchaser, issued pursuant to exemptions from
      registration and prospectus requirements contained in the United States
      Securities Act of 1933 and the rules and regulations promulgated
      thereunder, which Shares shall contain such restrictive legends regarding
      applicable hold periods as required by such securities
  laws.



1.2                    
For the purposes of this Agreement, except as otherwise expressly provided or
unless the context otherwise requires:

	 	(a) 	
      "this Agreement" means this mining acquisition agreement
      and all Schedules attached hereto;

	 	 	 
	 	(b) 	
      any reference in this Agreement to a designated
      "Section", "Schedule", "paragraph" or other subdivision refers to the
      designated section, schedule, paragraph or other subdivision of this
      Agreement;

	 	 	 
	 	(c) 	
      the words "herein" and "hereunder" and other words of
      similar import refer to this Agreement as a whole and not to any
      particular Section or other subdivision of this Agreement;

	 	 	 
	 	(d) 	
      any reference to a statute includes and, unless otherwise
      specified herein, is a reference to such statute and to the regulations
      made pursuant thereto, with all amendments made thereto and in force from
      time to time, and to any statute or regulations that may be passed which
      has the effect of supplementing or superseding such statute or such
      regulation;

	 	 	 
	 	(e) 	
      any reference to "party" or "parties" means the Vendor,
      the Purchaser, BNP, RP or all, as the context requires;

	 	 	 
	 	(f) 	
      the headings in this Agreement are for convenience of
      reference only and do not affect the interpretation of this Agreement;
      and

	 	 	 
	 	(g) 	
      all references to currency refer to United States
      dollars.



1.3                    
The following are the Schedules to this Agreement, and are incorporated into
this Agreement by reference:

Schedule "A": Property-Legal Description and Location

	2. 	
      REPRESENTATIONS AND WARRANTIES OF THE VENDOR AND THE
      PURCHASER

	 	 
	2.1 	
      The Vendor represents and warrants to the Purchaser
      that:








	 	(a) 	
      the Vendor is the beneficial owner of it’s interest in
      the Property and the Vendor has the full right, power, capacity and
      authority to enter into, execute and deliver this Agreement;

	 	 	 
	 	(b) 	
      the Property is free and clear of, and from, all liens,
      charges and encumbrances with all assessment work therein having been duly
      completed through the year ended December 31, 2008;

	 	 	 
	 	(c) 	
      the Vendor holds all permits, licences, consents and
      authorities issued by any government or governmental authority which are
      necessary in connection with the ownership and operation of its business
      and the ownership of the Property;

	 	 	 
	 	(d) 	
      the Property has been properly staked, located and
      recorded pursuant to the applicable laws and regulations of British
      Columbia and all mining claims comprising the Property are in good
      standing;

	 	 	 
	 	(e) 	
      to the best of the Vendor's knowledge, there are no
      outstanding orders or directions relating to environmental matters
      requiring any work, repairs, construction or capital expenditures with
      respect to the Property and the conduct of the operations related thereto,
      and the Vendor has not received any notice of the same and is not aware of
      any basis on which any such orders or direction could be made;

	 	 	 
	 	(f) 	
      there is no adverse claim or challenge against or to the
      ownership of or title to any part of the Property and, to the best of the
      Vendor’s knowledge there is no basis for such adverse claim or challenge
      which may affect the Property; and

	 	 	 
	 	(g) 	
      the consummation of the transactions contemplated by this
      Agreement does not and will not conflict with, constitute a default under,
      result in a breach of, entitle any person or company to a right of
      termination under, or result in the creation or imposition of any lien,
      encumbrance or restriction of any nature whatsoever upon or against the
      property or assets of the Vendor, under its constating documents, any
      contract, agreement, indenture or other instrument to which the Vendor is
      a party or by which it is bound, any law, judgment, order, writ,
      injunction or decree of any court, administrative agency or other tribunal
      or any regulation of any governmental authority.



2.2                    
The representations and warranties contained in paragraph 2.1 are provided for
the exclusive benefit of the Purchaser, and a breach of any one or more
representations or warranties may be waived by the Purchaser in whole or in part
at any time without prejudice to its rights in respect of any other breach of
the same or any other representation or warranty, and the representations and
warranties contained in paragraph 2.1 will survive the execution and delivery of
this Agreement.

2.3                    
The Purchaser represents and warrants to the Vendor that:

	 	(a) 	
      the Purchaser is a valid and subsisting corporation duly
      incorporated and in good standing under the laws of the State of
      Nevada;








	 	(b) 	
      the Purchaser has the full right, power, capacity and
      authority to enter into, execute and deliver this Agreement and to be
      bound by its terms;

	 	 	 
	 	(c) 	
      the consummation of this Agreement will not conflict with
      nor result in any breach of its constating documents or any covenants or
      agreements contained in or constitute a default under any agreement or
      other instrument whatever to which the Purchaser is a party or by which
      the Purchaser is bound or to which the Purchaser may be subject;

	 	 	 
	 	(d) 	
      no proceedings are pending for, and the Purchaser is
      unaware of any basis for, the institution of any proceedings leading to
      the placing of the Purchaser in bankruptcy or subject to any other laws
      governing the affairs of insolvent partie; and

	 	 	 
	 	(e) 	
      the Purchaser has completed such due diligence on the
      property as they have deemed necessary.



2.4                    
The representations and warranties contained in paragraph 2.3 are provided for
the exclusive benefit of the Vendor, and a breach of any one or more
representations or warranties may be waived by the Vendor in whole or in part at
any time without prejudice to its rights in respect of any other breach of the
same or any other representation or warranty, and the representations and
warranties contained in paragraph 2.3 will survive the execution and delivery of
this Agreement.

2.5                    
The Vendor and the Purchaser acknowledge that the Vendor will maintain control
of the Property, subject to this Agreement, and subject to all appropriate local
and national governmental approvals and environmental considerations.

	3. 	PURCHASE 


3.1                    
The Vendor hereby sells to the Purchaser a one hundred percent (100%) undivided
interest in and to the Property and all minerals on the Property, free and clear
of all claims, taxes, liens or encumbrances, on the terms and conditions set out
herein.

3.2                    
The consideration payable by the Purchaser to the Vendor pursuant to this
Agreement shall consist of:

	 	(a) 	
      The Purchaser shall issue to the Vendor 1,000,000 Shares
      which the Parties acknowledge will, upon issuance together with the
      Preferred Share issuances referred to herein, represent 0.56% of the
      Purchaser’s fully diluted share capital. For a period of six months from
      the Effective Date, in the event that the Purchaser issues any additional
      Shares, then such number of further Shares shall be issued to the Vendor
      to maintain the 0.56% percentage interest of the Vendor on a fully diluted
      basis.

	 	 	 
	 	(b) 	
      The Purchaser issuing 25,000,000 Preferred Shares to
      RP.








	 	(c) 	
      The Purchaser issuing 6,000,000 Preferred Shares to
      BNP



3.3                    
If the Purchaser verifies that he has initiated and completed his due diligence
on the Property and is satisfied that there are presently no material defect in
the Vendor’s title to the Property. If the Purchaser identifies subsequently ant
material defects he shall give the Vendor notice of such defect. If the defect
has not been cured within 60 days of receipt of such notice, the Purchaser shall
be entitled to take such curative action as is reasonably necessary, and shall
be entitled to deduct the costs and expenses incurred in taking such action from
Payments then otherwise due or accruing due to the Vendor. If there are no such
Payments, the Purchaser shall be entitled to a refund in the amount of said
costs and expenses.

	4. 	PROPERTY TO BE HELD IN TRUST
  


4.1                    
The parties acknowledge that the Purchaser, being a Nevada corporation cannot,
under British Columbia laws, hold registered title to the Claims directly.

4.2                    
The Purchaser and the Vendor agree to enter into the trust agreement attached
hereto as Schedule “B” whereby the Vendor would hold registered ownership of the
Property in trust for the Purchaser if legally allowed under the laws of British
Columbia and on the terms and conditions set forth therein.

	5. 	PROPERTY EXPLORATION AND MAINTENANCE
  


5.1                    
The Purchaser shall be the operator in connection with the Property. 

5.2                    
The Purchaser agrees that when acting as operator it will submit reports of its
exploration activities on the Property to the appropriate government or
regulatory authorities as may be required to maintain the Property in good
standing and will further provide copies of such information to the Vendor.

	6. 	RIGHT OF ENTRY 


6.1                    
The Purchaser and its employees, agents, directors, officers and independent
contractors will have the exclusive right in respect of the Property to:

	 	(a) 	
      enter the Property without disturbance;

	 	 	 
	 	(b) 	
      do such prospecting, exploration, development and/or
      other mining work on and under the Property to carry out exploration
      expenditures as the Purchaser may determine necessary or
  desirable;

	 	 	 
	 	(c) 	
      bring and erect upon the Property such buildings, plant,
      machinery and equipment as the Purchaser may deem necessary or desirable
      in its sole discretion; and

	 	 	 
	 	(d) 	
      remove from the Property all metals and minerals derived
      from its operations on the Property as may be deemed necessary by the
      Purchaser for testing.








	7. 	RECORDING OF AGREEMENT



7.1                    
The Vendor and the Purchaser will execute and deliver such additional
documentation as legal counsel for the Vendor and the Purchaser determine is
necessary in order to duly register and record in the appropriate registration
and recording offices notice that the Vendor’s interest in and to the Property
is subject to and bound by the terms of this Agreement at the cost of the
Purchaser.

	8. 	CONDITIONS PRECEDENT



8.1                    
The obligation of the Purchaser to consummate the transactions contemplated
under this Agreement is subject to the Purchaser being satisfied with the title
to the Property held by the Vendor which is for the Purchaser’s sole benefit and
may be waived in writing by the Purchaser.

	9. 	JOINT OBLIGATIONS 


9.1                    
Unless this Agreement is terminated in accordance with paragraph 13.1, the
Purchaser, RP and BNP covenant and agree with each other that they will
co-operate in good faith to:

	 	(a) 	
      maintain the Property in good standing by doing and
      filing all assessment work or making payments in lieu thereof and by
      performing all other acts which may be necessary in order to keep the
      Property in good standing and free and clear of all liens and other
      charges arising from or out of the Purchaser's activities on the
      Property;

	 	 	 
	 	(b) 	
      do all work on the Property in accordance with sound
      mining, exploration and engineering practices and in compliance with all
      applicable laws, bylaws, regulations, orders, and lawful requirements of
      any governmental or regulatory authority and comply with all laws
      governing the possession of the Property, including, without limitation,
      those governing safety, pollution and environmental matters;
and,

	 	 	 
	 	(c) 	
      maintain true and correct books, accounts and records of
      operations thereunder, such records to be open at all reasonable times
      upon reasonable notice for inspection by the other party or its duly
      authorized representative.




	10. 	RIGHTS AND OBLIGATIONS AFTER TERMINATION
    


10.1                    
If this Agreement terminates pursuant to the provisions of paragraph 13.1, then
the Purchaser will deliver a deed of quit claim or other appropriate instrument
to the Vendor in recordable form whereby the Purchaser will acknowledge and
agree that it has no interest either legal or equitable in and to the
Property.





	11. 	FORCE MAJEURE 


11.1                    
If either party is at any time during the Payment Period is prevented or delayed
in complying with any of the provisions of this Agreement (the "Affected Party")
by reason of strikes, lockouts, land claims and blockages, NGO activities,
forest or highway closures, earthquakes, subsidence, general collapse or
landslides, interference or the inability to secure on reasonable terms any
private or public permits or authorizations, labour, power or fuel shortages,
fires, wars, acts of God, civil disturbances, governmental regulations
restricting normal operations, shipping delays or any other reason or reasons
beyond the reasonable control of the Affected Party whether or not foreseeable
(provided that lack of sufficient funds to carry out exploration on the Property
will be deemed not to be beyond the reasonable control of the Affected Party),
then the time limited for the performance by the Affected Party of its
obligations hereunder will be extended by a period of time equal in length to
the period of each such prevention or delay. Nothing in this paragraph 11.1 or
this Agreement will relieve either Party from its obligation to maintain the
claims comprising the Property in good standing and to comply with all
applicable laws and regulations including, without limitation, those governing
safety, pollution and environmental matters.

11.2                    
The Affected Party will promptly give notice to the other party of each event of
force majeure under paragraph 11.1 within 7 days of such event commencing and
upon cessation of such event will furnish the other party with written notice to
that effect together with particulars of the number of days by which the time
for performing the obligations of the Affected Party under this Agreement has
been extended by virtue of such event of force majeure and all preceding events
of force majeure.

	12. 	CONFIDENTIAL INFORMATION



12.1                    
The terms of this Agreement and all information obtained in connection with the
performance of this Agreement will be the exclusive property of the parties
hereto and except as provided in paragraph 12.2, will not be disclosed to any
third party or the public without the prior written consent of the other party,
which consent will not be unreasonably withheld.

12.2                    
The consent required by paragraph 12.1 will not apply to a disclosure:

	 	(a) 	
      to an Affiliate, consultant, contractor or subcontractor
      that has a bona fide need to be informed;

	 	 	 
	 	(b) 	
      to any third party to whom the disclosing party
      contemplates a transfer of all or any part of its interest in this
      Agreement;

	 	 	 
	 	(c) 	
      to a governmental agency or to the public which such
      party believes in good faith is required by pertinent laws or regulation
      or the rules of any applicable stock exchange;

	 	 	 
	 	(d) 	
      to an investment dealer, broker, bank or similar
      financial institution, in confidence if required as part of a due
      diligence investigation by such financial institution in connection with a
      financing required by such party or its shareholders or affiliates to
      meet, in part, its obligations under this Agreement;
or








	 	(e) 	
      in a prospectus or other offering document pursuant to
      which such party proposes to raise financing to meet, in part, its
      obligations under this Agreement.




	13. 	DEFAULT AND TERMINATION



13.1                    
Subject to section 11, if at any time during the Payment Period, a party is in
default of any requirement of this Agreement or is in breach of any provision
contained in this Agreement, the party affected by the default (the
"Non-Defaulting Party") may terminate this Agreement by giving written notice of
termination to the other party but only if:

	 	(a) 	
      it will have given to the other party written notice of
      the particular failure, default, or breach on the part of the other party;
      and

	 	 	 
	 	(b) 	
      the other party has not, within 30 days following
      delivery of such written notice of default, cured such default or
      commenced to cure such default, it being agreed by each party that should
      it so commence to cure any default it will prosecute such cure to
      completion without undue delay.



13.2                    
Notwithstanding any termination of this Agreement, the Purchaser will remain
liable for those obligations specified in Sections 10, 12 and 14 and the Vendor
will remain liable for its obligations under Sections 12 and 14.

	14. 	INDEPENDENT ACTIVITIES



14.1                    
Except as expressly provided herein, each party shall have the free and
unrestricted right to independently engage in and receive the full benefit of
any and all business endeavours of any sort whatsoever, whether or not
competitive with the endeavours contemplated herein without consulting the other
or inviting or allowing the other to participate therein. No party shall be
under any fiduciary or other duty to the other which will prevent it from
engaging in or enjoying the benefits of competing endeavours within the general
scope of the endeavours contemplated herein. The legal doctrines of "corporate
opportunity" sometimes applied to persons engaged in a joint venture or having
fiduciary status shall not apply in the case of any party. In particular,
without limiting the foregoing, no party shall have any obligation to any other
party as to:

	 	(a) 	
      any opportunity to acquire, explore and develop any
      mining property, interest or right presently owned by it or offered to it
      outside of the Property at any time; and

	 	 	 
	 	(b) 	
      the erection of any mining plant, mill, smelter or
      refinery, whether or not such mining plant, mill, smelter or refinery
      treats ores or concentrates from the Property.




	15. 	INDEMNITY 


15.1                    
RP and BNP jointly covenant and agree with the Purchaser (which covenant and
agreement will survive the execution, delivery and termination of this
Agreement) to indemnify and save harmless the Purchaser against all liabilities,
claims, demands, actions, causes of action, damages, losses, costs, expenses or
legal fees suffered or incurred by the Purchaser, directly or 




indirectly, by reason of or arising out of any warranties or
representations on the part of the Vendor herein being untrue or arising out of
work done by the Vendor on or with respect to the Property.

15.2                    
The Purchaser covenants and agrees with the Vendor (which covenant and agreement
will survive the execution, delivery and termination of this Agreement) to
indemnify and save harmless the Vendor against all liabilities, claims, demands,
actions, causes of action, damages, losses, costs, expenses or legal fees
suffered or incurred by reason of or arising out of any warranties or
representations on the part of the Purchaser herein being untrue or arising out
of the Purchaser and its duly authorized representatives accessing the
Property.

	16. 	GOVERNING LAW 


16.1                    
This Agreement will be construed and in all respects governed by the laws of the
Province of British Columbia.

	17. 	NOTICES 


17.1                    
All notices, payments and other required communications and deliveries to the
parties hereto will be in writing, and will be addressed to the parties as
follows or at such other address as the parties may specify from time to
time:

	 	(a) 	to the Purchaser: 
	 	 	 
	 	  	CHANCERY RESOURCES INC.
  
	 	  	4400 Westgrove Drive 
	 	  	Suite 104 
	 	  	Dallas, Texas 75001 
	 	 	 
	 	  	(the “Purchaser”) 
	 	 	 
	and: 		 
	 	 	 
	 	 (b) 	to the Vendor: 
	 	 	 
	 	 	CB RESOURCES
      LTD. 
	 	  	(formerly Copper Belt
      Resources Ltd.) 
	 	  	575-1111 West Hastings Street
  
	 	  	Vancouver, British Columbia V6E
      2J3 
	 	 	 
	 	  	(the “Vendor”) 
	 	 	 
	and: 		 







	 	(c) 	to BNP: 
	 	 	 
	 	  	BNP Resources LLC 
	 	  	4020 N. McArthur Boulevard, Suite 122 
	 	  	Irving, Texas 75038 
	 	 	 
	 	  	(“BNP”) 
	 	 	 
	and: 		  
	 	 	 
	 	(d) 	to RP: 
	 	 	 
	 	  	Rafael Pinedo 
	 	  	890 West Pender Street, sixth floor, 
	 	  	Vancouver, British Columbia V6C 1J9 
	 	 	 
	 	  	(“RP”) 


Notices must be delivered, sent by telex, telegram, telecopier
or mailed by pre-paid post and addressed to the party to which notice is to be
given. If notice is sent by telex, telegram or telecopier or is delivered, it
will be deemed to have been given and received at the time of transmission or
delivery. If notice is mailed, it will be deemed to have been received five
business days following the date of the mailing of the notice. If there is an
interruption in normal mail service due to strike, labour unrest or other cause
at or prior to the time a notice is mailed the notice will be sent by telex,
telegram or telecopier or will be delivered.

17.2                    
Either party hereto at any time or from time to time notify the other party in
writing of a change of address and the new address to which a notice will be
given thereafter until further change.

	18. 	ASSIGNMENT 


18.1                    
Each party has the right to assign all or any part of its interest in the
Property and this Agreement. It shall be a condition to any such assignment that
the assignee of the interest being transferred agrees in writing to be bound by
the terms of this Agreement, as if it had been an original party hereto.

	19. 	ARBITRATION 


19.1                    
If there is any disagreement, dispute or controversy (hereinafter collectively
called a "dispute") between the parties with respect to any matter arising under
this Agreement or the construction hereof, then the dispute shall be determined
by arbitration in accordance with the following procedures:





	 	(a) 	
      the parties to the dispute shall appoint a single
      mutually acceptable arbitrator. If the parties cannot agree upon a single
      arbitrator, then the party on one side of the dispute shall name an
      arbitrator, and give notice thereof to the party on the other side of the
      dispute;

	 	 	 
	 	(b) 	
      the party on the other side of the dispute shall within
      14 days of the receipt of notice, name an arbitrator; and

	 	 	 
	 	(c) 	
      the two arbitrators so named shall, within seven days of
      the naming of the later of them, name a third arbitrator. If the party on
      either side of the dispute fails to name its arbitrator within the
      allotted time, then the arbitrator named may make a determination of the
      dispute. Except as expressly provided in this paragraph, the arbitration
      shall be in accordance with the Commercial Arbitration Act (British
      Columbia) and conducted in Vancouver BC. The decision shall be made within
      30 days following the naming of the latest of them, shall be based
      exclusively on the advancement of exploration, development and production
      work on the Property and not on the financial circumstances of the
      parties, and shall be conclusive and binding upon the parties. The costs
      of arbitration shall be borne equally by the parties to the dispute unless
      otherwise determined by the arbitrator(s) in the
award.




	20. 	ENTIRE AGREEMENT 


20.1                    
This Agreement constitutes the entire agreement between the Vendor and the
Purchaser and will supersede and replace any other agreement or arrangement,
whether oral or in writing, previously existing between the parties with respect
to the subject matter of this Agreement.

	21. 	CONSENT OR WAIVER 


21.1                    
No consent or waiver, express or implied, by either party hereto in respect of
any breach or default by the other party in the performance by such other party
of its obligations under this Agreement will be deemed or construed to be
consent to or waiver or any other breach or default.

	22. 	FURTHER ASSURANCES 


22.1                    
The parties will promptly execute, or cause to be executed, all bills of sale,
transfers, documents, conveyances and other instruments of further assurance
which may be reasonably necessary or advisable to carry out fully the intent and
purpose of this Agreement or to record wherever appropriate the respective
interests from time to time of the parties hereto in and to the Property.

	23. 	SEVERABILITY 


23.1                    
If any provision of this Agreement is or will become illegal, unenforceable or
invalid for any reason whatsoever, such illegal, unenforceable or invalid
provisions will be severable from the remainder of this Agreement and will not
affect the legality, enforceability or validity of the remaining provisions of
this Agreement.





	24. 	ENUREMENT 


24.1                    
This Agreement will enure to the benefit of and be binding upon the parties
hereto and their respective successors and assigns.

	25. 	AMENDMENTS 


25.1                    
This Agreement may only be amended in writing with the mutual consent of all
parties.

	26. 	COUNTERPARTS 



	
      26.1                    
      This Agreement may be executed in any number of counterparts and by
      facsimile transmission with the same effect as if all parties hereto had
      signed the same document. All counterparts will be construed together and
      constitute one and the same agreement. IN WITNESS WHEREOF the parties
      hereto have executed this Agreement the day of November, 2008
  





	CHANCERY
      RESOURCES INC. 	BNP RESOURCES LLC 
	Per:
                             /s/ signed                           	Per:                        /s/ signed                           
	                         
      Authorized Signatory 	                     
      Authorized Signatory 
	  	  
	CB
      RESOURCES LTD. 	  
	Per:                        /s/ signed                           	  /s/ Rafael Pinedo                                           
	                        
      Authorized Signatory 	  RAFAEL PINEDO 







SCHEDULE "A"

Claim Description 
Tenure No. 592560

Claim Name/Property: HCL

Cell(s) ID:

	092I01C032C 	092I01C033C 	092I01C033D 	092I01C034C 
	091I01C034D 	092I01C042B 	092I01C042C 	092I01C043A 
	092I01C043B 	092I01C043C 	092I01C043D 	092I01C044A 
	092I01C044B 	092I01C044C 	092I01C044D 	092I01C052B 
	092I01C053A 	092I01C053B 	092I01C054A 	092I01C054B







SCHEDULE "B"

Form of Trust Agreement