Golden Global Mining Corp. - Exhibit 10.1 - Filed by newsfilecorp.com






ASSET PURCHASE AND SHARE EXCHANGE AGREEMENT 

THIS AGREEMENT is made effective this ____ day of _______ 2010,
the “Date” 

BETWEEN: 

Jerry Unrau, a resident of British Columbia located at
__________________________
___________________________________________________________________
___________________________________________________________________.


(Hereinafter “UNRAU”) OF THE FIRST PART 

AND: 

Golden Global Mining Corp., a Corporation registered in the
Province of Alberta whose immediate address is Suite 201, 17412-105 Ave.,
Edmonton, Alberta T5S 1G4.

(Hereinafter “GLOBAL”) OF THE SECOND PART 

WHEREAS: 

	 	A. 	
      UNRAU is the sole registered owner of placer claims (the
      “Assets”) which include placer claims #362586 and #363240 located near
      Cassiar, in the Liard Mining Division of British Columbia,
  Canada.

	 	B. 	
      UNRAU has agreed to sell and GLOBAL has agreed to
      purchase the Assets.

	 	C. 	
      Golden Global Mining Corporation is a wholly owned
      subsidiary of Golden Global Inc.



NOW THEREFORE THIS AGREEMENT WITNESSES that for and in
consideration of the mutual covenants and agreements contained herein, the
parties covenant and agree each with the other as follows: 

ARTICLE 1 

  DEFINITIONS 

Section 1.01 The following terms shall have the following
respective meanings: 

“Share Exchange” shall mean the transfer by Global of
167,000 Golden Global Inc. shares. 

“Shares” shall mean 167,000 shares of Golden Global Inc.


ARTICLE II 

  THE PURCHASE and SHARE EXCHANGE 

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Section 2.01 
Exchange. Based upon the terms and
subject to the conditions of this Agreement, UNRAU agrees to transfer 100% of
the ownership of the Assets in exchange for the Purchase Price of $20,010
comprised of: 1) $10,000 CAD by May 20, 2010, 2) 167,000 Shares by July 1, 2010
and valued at $.03 per share and 3) $5,000.00 CAD by November 20, 2010. The
Assets will be transferred to Global upon signing this agreement, and
transferred back to Unrau should the terms of this agreement not be completed by
Global. 

ARTICLE III 
REPRESENTATIONS AND WARRANTIES OF UNRAU 

Section 3.01 
Qualification. UNRAU is a Canadian
citizen with all requisite power and authority to enter into, and perform the
obligations under the Agreement.

Section 3.02 
Execution and Delivery. This Agreement
has been duly executed and delivered by UNRAU and thereby constitutes a valid
and binding agreement. 

Section 3.03 
Consents and Approvals. The execution,
delivery and performance of this Agreement and the completion of the
transactions contemplated herein do not require UNRAU to obtain any consent,
approval or action of, or make any filing with or give any notice to, any person
or entity.

Section 3.04 
No Conflict. The execution, delivery
and performance of this Agreement and the completion of the transactions
contemplated herein will not: 

	 	a. 	
      violate, conflict with or result in any modification of
      the effect of, otherwise give any other contracting party the right to
      terminate, or constitute (or with notice laps of time or both, constitute)
      a default under, any contract or agreement to which UNRAU is a party to by
      or to which any of them or any of their respective assets or properties
      may be bound or subject;

	 	b. 	
      violate any order, judgment, injunction, award or decree
      of any court, arbitrator or governmental or regulatory body against, or
      binding upon or any agreement with, or condition imposed by, any
      governmental or regulatory body, foreign or domestic, binding upon UNRAU
      or the properties or business of UNRAU;

	 	c. 	
      violate any statute, law or regulation of any
      jurisdiction as such statute, law or regulation relates to UNRAU;
  or

	 	d. 	
      result in the breach of any of the terms or conditions
      of, constitute a default under, or otherwise cause an impairment of, any
      permit or license.



Section 3.05 

  Material Information. There are no facts or conditions,
which have not been disclosed to GLOBAL in writing, which could have an adverse
effect on UNRAU or an adverse effect on the ability of UNRAU to perform any of
its obligations pursuant to this Agreement. 

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Section 3.06 
Absence of Certain Changes. Since the
date of the last discussion, there has been no event, change or development
which could have a material adverse effect on UNRAU and his ability to perform
this agreement. 

Section 3.07 
Undisclosed Liabilities. There are no
undisclosed liabilities against the Assets.

Section 3.08 
Permits and Licenses.

	 	1. 	
      UNRAU has all permits and licenses that are necessary for
      the ownership of the Assets.

	 	2. 	
      No violations exist or have been recorded in respect of
      any such permit or license, and to the best of UNRAU’s knowledge, no
      proceeding is pending or threatened that would suspend, revoke or limit
      any such permit or license.



Section 3.09 

  Liens. UNRAU has marketable title to the Assets and they
are free and clear of any liens. 

ARTICLE IV 

  REPRESENATIONS AND WARRANTIES OF GLOBAL 

GLOBAL represents and warrants to UNRAU as follows: 

Section 4.01 
Organization, Standing and Authority of
GLOBAL. GLOBAL is a Company registered in the Province of Alberta and has
all requisite power and authority to enter into this Agreement and to perform
its obligations hereunder. 

Section 4.02 
Execution and Delivery. This Agreement
has been duly authorized, executed and delivered by GLOBAL and constitutes the
valid and binding agreement of GLOBAL enforceable against GLOBAL in accordance
with its terms. 

Section 4.03 
Consents and Approvals. The execution,
delivery and performance by GLOBAL of this Agreement and the completion by
GLOBAL of the transactions contemplated hereby do not require GLOBAL to obtain
any consent, approval or action of, or make any filing with or give any notice
to any person or entity. 

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Section 4.04 
No Conflict. The execution, delivery
and performance of this Agreement and the completion of the transactions
contemplated herein will not: 

	 	1. 	
      violate, conflict with or result in the breach of any of
      the terms of, result in any modification of the effect of, otherwise give
      any other contracting party the right to terminate, or constitute (or with
      notice or lapse of time or both constitute) a default under, any contract
      to which GLOBAL is a party or by or to which loans, assets or properties
      may be bound or subject;

	 	2. 	
      violate any order, judgment, injunction, award or decree
      of any court, arbitrator or governmental or regulatory body, foreign or
      domestic binding upon GLOBAL or upon the securities, assets or business of
      GLOBAL; or

	 	3. 	
      result in the breach of any of the terms of conditions
      of, constitute a default under, or otherwise cause an impairment of, any
      permit or license held by GLOBAL.



Section 4.05 
Material Information. This Agreement
and all other information provided, in writing, by GLOBAL or representatives
thereof to UNRAU do not contain any untrue statement of a material fact or omit
to state a material fact necessary to make any statement contained herein or
therein not misleading. There are no facts or conditions which have not been
disclosed to UNRAU in writing which, individually or in the aggregate, could
have a material adverse effect on GLOBAL or a material adverse effect on the
ability of GLOBAL to perform any of their obligations pursuant to the Agreement.


Section 4.06 
Undisclosed Liabilities. GLOBAL has no
liabilities and GLOBAL was not subject to, and since that date GLOBAL has not
been incurred, any direct or indirect indebtedness, liability, claim, loss,
damage, or unliquidated, secured or unsecured, accrued, absolute, contingent or
otherwise that may affect its performance under this agreement. 

Section 4.07 
Compliance with Laws. To the best of
its knowledge, GLOBAL is not in violation of any applicable order, judgment,
injunction, award or decree nor is it in violation of any Federal, Provincial,
Local or Foreign law, ordinance or regulation or any other requirement of any
governmental or regulatory body, court, arbitrator, or other than those
violations which, in the aggregate, would not have a material adverse effect on
GLOBAL and GLOBAL has not received written notice than any violation is being
alleged. 

Section 4.08 
Actions and Proceedings. There are no
outstanding orders, judgments, injunctions, awards or decrees of any court,
governmental or regulatory body or arbitration tribunal against or involving
GLOBAL. There are no actions, suits or claims or legal, regulatory,
administrative or arbitration proceedings pending or, to the knowledge of GLOBAL
threatened against or involving GLOBAL. 

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Section 4.09 

  Liens. Global warrants that the 167,000 Shares are free
of any liens and encumbrances, apart from normal exchange restrictions

       
           Regarding the
issuance of the Shares by Global as partial payment of the Purchase Price, both
Parties agree that: 

	 	(a) 	
      Unrau has not received, requested or been provided with,
      nor have any need to receive, a prospectus, offering memorandum (as
      defined in any applicable Canadian securities legislation) or similar
      disclosure document relating to the issuance of the Shares and/or the
      business and affairs of GLOBAL and that the decision to enter into this
      Agreement and accept the Shares as partial payment of the Purchase Price
      has not been based upon any verbal or written representation as to fact or
      otherwise made by or on behalf of GLOBAL or any officer, director,
      employee or agent of GLOBAL and that such decision is based entirely upon
      information set out in this Agreement and currently available public
      information concerning GLOBAL;

	 	 	 
	 	(b) 	
      No agency, governmental authority, regulatory body, stock
      exchange or other entity has made any finding or determination as to the
      merit for investment of, nor have any such agencies or governmental
      authorities made any recommendation or endorsement with respect to the
      Shares;

	 	 	 
	 	(c) 	
      No prospectus has been filed by Global with a securities
      commission or other securities regulatory authority in any province of
      Canada or any other jurisdiction in connection with the issuance of the
      Shares and such issuances are exempt from the prospectus requirements
      otherwise applicable under the provisions of Canadian securities laws and,
      as a result, in connection with the issuance of the
  Shares:



(i)        Unrau is restricted
from using most of the civil remedies available under Canadian securities laws;


(ii)       Unrau will not receive
information that would otherwise be required to be provided to them under
applicable securities laws or contained in a prospectus prepared in accordance
with applicable securities laws; and 

(iii)     
GLOBAL is relieved from certain obligations that would otherwise apply under
such applicable securities laws; 

	 	(d) 	
      Unrau is acquiring the Shares for his own account and not
      as a nominee. Unrau understands that the purchase of the Shares involves a
      high degree of risk and that Unrau must bear the economic risk of this
      investment indefinitely unless sale of the Shares is registered pursuant
      to the U.S. Securities Act, or an exemption from registration for their
      sale is available. Unrau understands that, in the view of the United
      States Securities and Exchange Commission, the statutory basis for the
      exemption claimed for this transaction would not be present if the
      offering of the Shares, although in technical compliance with Regulation
      S, is part of a plan or scheme to evade the registration provisions of the
      U.S. Securities Act.



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	 	(e) 	
      Unrau has been independently advised as to, and is aware
      of the 12 month restriction from the date of issuance, or the date trading
      commences, whichever is later, with respect to trading in the Shares
      underlying the Shares pursuant to the applicable securities laws and any
      applicable stock exchanges. Unrau understands that the Shares may never
      trade on any exchange.



ARTICLE V 

  GLOBAL COVENANTS AND AGREEMENTS 

Section 5.01
Expenses. GLOBAL shall bear its own
expenses incurred in connection with the preparation, execution and performance
of this Agreement and the transactions contemplated hereby, including, without
limitation, all fees and expenses of agents, representatives, counsel,
actuaries, and accountants. 

Section 5.02 
Further Assurances. GLOBAL shall
execute such documents and other papers and take such further actions as may be
reasonably required or desirable to carry out the provisions hereof and the
transactions contemplated hereby.

ARTICLE VI

  MISCELLANEOUS 

Section 6.1.
Public Notices. The parties agree
that all notices to third parties and all other publicity concerning the
transactions contemplated by this Agreement shall be jointly planned and
coordinated and no party shall act unilaterally in this regard without the prior
approval of the others unless compelled by law, such approval not to be
unreasonably withheld. 

Section 6.2.
Time. Time shall be of the essence
hereof. This agreement shall expire July 1, 2010 unless completed beforehand or
mutually extended in writing by both parties. 

Section 6.3.
Notices. Any notice or other writing
required or permitted to be given hereunder or for the purposes hereof shall be
sufficiently given if delivered or faxed to the party to whom it is given or, if
mailed, by prepaid registered mail addressed to such party at: 

	 	(a) 	
      if to UNRAU , at: UNRAU’s address herein first
    written

	 	 	 
	 	(b) 	
      if to GLOBAL, at: GLOBAL’s address herein first
      written



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Or at such other address as the party to whom such writing is
to be given shall have last notified to the party giving the same in the manner
provided in this clause. Any notice mailed shall be deemed to have been given
and received on the fifth business day next following the date of its mailing unless at the time of mailing
or within five business days thereafter there occurs a postal interruption which
could have the effect of delaying the mail in the ordinary and usual course, in
which case any notice shall only be effectively given if actually delivered or
sent by telecopy. Any notice delivered or faxed to the party to whom it is
addressed shall be deemed to have been given and received on the business day
next following the day it was delivered or faxed. 

Section 6.4.
Governing Law. This Agreement shall be
governed by and construed in accordance with the law of the Province of Alberta
and the parties submit and attorney to the jurisdiction of the courts of the
Province of Alberta. 

Section 6.5.

  Severability.
If a court of other
tribunal of competent jurisdiction determines that any one or more of the
provisions contained in this Agreement is invalid, illegal or unenforceable in
any respect in any jurisdiction, the validity, legality and enforceability of
such provision or provisions 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 affected or
impaired thereby, unless in either case as a result of such determination this
Agreement would fail in its essential purpose. 

Section 6.6.
Entire Agreement. This Agreement
constitutes the entire agreement between the parties and supersedes all prior
agreements and understandings, oral or written, by and between any of the
parties with respect to the subject matter hereof. 

Section 6.7.
Further Assurances. The parties
shall with reasonable diligence, do all such things and provide all such
reasonable assurances as may be required to consummate the transactions
contemplated by this Agreement, and each party shall provide such further
documents or instruments required by the other party as may be reasonably
necessary or desirable to give

	 	 	 
	UNRAU 	 	GLOBAL 
	 	 	 
	 	 	 
	 	 	 
	Witness 	 	Witness 


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