New America Energy Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






AGREEMENT 

THIS AGREEMENT made as of February 3, 2011 

AMONG: 


  GEOXPLOR CORP., a corporation incorporated under the
    laws of Nevada and having an office at 3655 West Anthem Way, Anthem, Arizona,
    85086 

  ("GeoXplor") 



AND: 


  FIRST LIBERTY POWER CORP., a corporation incorporated
    under the laws of Nevada and having an office at Suite 300, 7251 W. Lake Mead
    Blvd., Las Vegas, NV, 89128 

  ("FLPC") 



AND: 


  NEW AMERICA ENERGY CORP., a corporation incorporated
    under the laws of Nevada and having an office at 5614C Burbank Road SE, Calgary,
    Alberta, T2H 1Z4, Canada 

  ("NECA") 



WHEREAS: 

	A. 	
      GeoXplor and FLPC are parties to an option agreement
      dated December 24, 2009 (the “Original Property Agreement”) pursuant to
      which GeoXplor granted FLPC an option to acquire a 100% interest in
      certain unpatented mining claims in San Juan County, Utah, more
      particularly described in Exhibit “A” attached hereto (the
    “Property”);

	 	 
	B. 	
      FLPC wishes to transfer its rights in the Original
      Property Agreement and the Property to NECA in accordance with the terms
      of this Agreement and to supersede the Original Property Agreement and
      substitute therefore a new agreement between GeoXplor and NECA in the form
      attached hereto as Exhibit “B” (the “Option Agreement”); and

	 	 
	C. 	
      Subject to the completion of the obligations of NECA
      under this Agreement, GeoXplor and FLPC wish to cancel the Original
      Property Agreement with no further obligations to either party thereunder
      and substitute therefore the terms of the Option Agreement which will
      control the rights between the parties hereto.



NOW THEREFORE in consideration of the premises and
mutual covenants and agreements herein contained, the parties agree as follows:


SECTION 1. - INTERPRETATION 

	1.1 	
      Definitions. In this Agreement:

	 	 	 
		(a) 	
      "Mineral Exploration and Development Testing" shall
      include those activities that NECA, in its sole judgment and discretion,
      may deem advisable for the purpose of
ascertaining any facts relating to the occurrence, nature and extent
      of Vanadium & Uranium and related Vanadium & Uranium compounds or
      mineralization in and under the Property and the metallurgical and
      physical properties of such minerals; including, but not limited to,
      surface trenching, excavations, geophysical and geochemical surveys,
      drilling, the sinking of shafts for bulk sampling, and further including
      the right to use the surface for access, to place and use facilities on
      the surface and to use water and other surface resources that may be
      useful or convenient in connection with such activities. Mineral
      Exploration and Development Testing shall specifically include such
      testing as may be required for filings with any applicable stock
  exchange.








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	 	(b) 	
      “Shares” means fully paid and non-assessable common
      shares in the capital of NECA, 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.

	 	 	 
	 	(c) 	
      “Dollar(s)” or “$” shall mean currency of the United
      States.



SECTION 2. - REPRESENTATIONS AND WARRANTIES 

	2.1 	
      NECA hereby represents and warrants to FLPC and GeoXplor
      that:

	 	 	 	 
		(a) 	
      it is a corporation duly incorporated and organized and
      validly existing under the State of Nevada;

	 	 	 	 
		(b) 	
      it has full corporate power, authority and capacity to
      enter into this Agreement and to carry out its obligations under this
      Agreement and is qualified to carry on business in its jurisdiction of
      incorporation;

	 	 	 	 
		(c) 	
      it has been duly authorized to enter into, and to carry
      out its obligations under, this Agreement and no obligation of it in this
      Agreement conflicts with or will result in the breach of any term
    in:

	 	 	 	 
			(i) 	
      its notice of articles or articles; or

	 	 	 	 
			(ii) 	
      any other agreement to which it is a party.

	 	 	 	 
	2.2 	
      FLPC hereby represents and warrants to NECA and GeoXplor
      that:

	 	 	 	 
		(a) 	
      it is a corporation duly incorporated and organized and
      validly existing under the State of Nevada;

	 	 	 	 
		(b) 	
      it has full corporate power, authority and capacity to
      enter into this Agreement and to carry out its obligations under this
      Agreement and is qualified to carry on business in its jurisdiction of
      incorporation;

	 	 	 	 
		(c) 	
      it has been duly authorized to enter into, and to carry
      out its obligations under, this Agreement and no obligation of it in this
      Agreement conflicts with or will result in the breach of any term
    in:







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	 	(i) 	
      its notice of articles or articles; or

	 	 	 
	 	(ii) 	
      any other agreement to which it is a
  party.




	 	(d) 	
      FLPC represents and warrants to NECA that it is an
      “accredited” investor as that term is defined in Rule 501 of Regulation D
      promulgated under the United States Securities Act of 1933, as amended,
      and acknowledges and agrees that the Shares will be issued in accordance
      with all applicable securities laws and will be subject to hold periods
      and restrictions on resale in accordance with applicable securities laws
      and it is FLPC’s responsibility to determine what those hold periods and
      restrictions are before selling or otherwise transferring any
    Shares.




	2.3 	
      GeoXplor hereby represents and warrants to NECA and FLPC
      that:

	 	 	 	 
		(a) 	
      it is a corporation duly incorporated and organized and
      validly existing under the State of Nevada;

	 	 	 	 
		(b) 	
      it has full corporate power, authority and capacity to
      enter into this Agreement and to carry out its obligations under this
      Agreement and is qualified to carry on business in its jurisdiction of
      incorporation;

	 	 	 	 
		(c) 	
      it has been duly authorized to enter into, and to carry
      out its obligations under, this Agreement and no obligation of it in this
      Agreement conflicts with or will result in the breach of any term
    in:

	 	 	 	 
			(iii) 	
      its notice of articles or articles; or

	 	 	 	 
			(iv) 	
      any other agreement to which it is a
  party.



2.4      Each party's representations
and warranties set out above will be relied on by the other party in entering
into the Agreement and shall survive the execution and delivery of the
Agreement. Each Party shall indemnify and hold harmless the other party for any
loss, cost, expense, claim or damage, including legal fees and disbursements,
suffered or incurred by the other party at any time as a result of any
misrepresentation or breach of warranty arising under the Agreement. 

SECTION 3. – GRANT AND PAYMENTS 

3.1      FLPC, with the consent of
GeoXplor, hereby grants to NECA the sole and exclusive option to acquire
(subject to the paramount title of the United States) all of FLPC right, title
and interest in the Property, and GeoXplor hereby grants to NECA those rights
more particularly described in the Option Agreement. 

3.2      In consideration of the
transfer of the rights to the Option by FLPC, NECA will pay FLPC the following
amounts: 

	 	(a) 	
      $10,000 on the execution of this Agreement;

	 	 	 
	 	(b) 	
      $33,333 within 120 days of the execution of this
      Agreement;

	 	 	 
	 	(c) 	
      $33,333 within 240 days of the execution of this
      Agreement; and







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	 	(d) 	
      $33,334 within 360 days of the execution of this
      Agreement.



3.3      As additional consideration,
NECA shall (1) issue 500,000 shares of its common stock to FLPC (the “Shares”),
subject to such conditions as may be imposed by the rules and regulations of the
United States Securities and Exchange Commission, and shall deliver a
certificate of such shares to FLPC within ________ days from and after the
execution of this Agreement and (2) convey to FLPC a one-half of one percent
(0.5%) Net Value Royalty, as defined in the attached Option Agreement, at such
time as it completes its obligations under this Agreement and the Option
Agreement. 

3.4      NECA will have the right to
terminate this Agreement at any time up to the date of the final payment by
giving notice in writing of such termination to FLPC, and in the event of such
termination, this Agreement and the Option Agreement will be of no further force
and effect and the Original Agreement shall control the rights and obligations
between FLPC and GeoXplor. 

3.5      GeoXplor hereby waives its
rights under Section 2(c)(3) of the Original Property Agreement; provided,
however, if NECA does not complete its obligations under this Agreement and the
Original Agreement controls as provided in Section 3.4, the provisions of
Section 2(c)(3) and all other provisions of the Original Agreement shall apply.


SECTION 4. - CONFIDENTIALITY 

4.1      All matters concerning the
execution and contents of this Agreement and the Property shall be treated as
and kept confidential by the parties and there shall be no public release of any
information concerning the Property, except as required by applicable securities
laws, the rules of any stock exchange on which a party's shares are listed or
other applicable laws or regulations, without the prior written consent of the
other party, such consent not to be unreasonably withheld. Notwithstanding the
foregoing, the parties are entitled to disclose confidential information to
prospective investors or lenders, who shall be required to keep all such
confidential information confidential. 

SECTION 5. - TERMINATION 

5.1      In addition to any other
termination provisions contained in this Agreement, this Agreement and the
Option Agreement shall terminate if NECA should be in default in performing any
requirement herein set forth and has failed to cure such default within 30 days
after the receipt of a notice of default by GeoXplor. If any default exists
under the terms of the Original Agreement during the term of this Agreement, in
addition to any notice provided by GeoXplor to FLPC, notice shall be provided to
NECA. 

SECTION 6 - OPERATOR 

6.1      During the term of this
Agreement, GeoXplor shall be the operator for purposes of developing and
executing exploration programs on the Property under budgets and plans of
operation developed with the participation of NECA. 

SECTION 7 - GENERAL 

7.1      Assignment. Any
assignment of any rights under this Agreement, the Option Agreement or in the
Property shall be effected by delivering notice to that effect to the other
parties provided the assignee agrees in writing to be bound by the terms of this
Agreement and the Option Agreement. No party shall be entitled to assign this
Agreement or any rights hereunder in the Property without the prior written
consent of the other party, such consent not to be unreasonably withheld. For
greater certainty, nothing herein shall prevent any party from entering into any
corporate reorganization, merger, amalgamation, takeover bid, plan of arrangement, or any other such corporate
transaction which has the effect of, directly or indirectly, selling, assigning,
transferring, or otherwise disposing of all or a part of the rights under this
Agreement to a purchaser. 




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7.2      Binding. This
Agreement inures to the benefit of and binds the parties and their respective
successors and permitted assigns. 

7.3      Further Assurances.
Each party shall from time to time promptly execute and deliver all further
documents and take all further action reasonably necessary or desirable to give
effect to the terms and intent of this Agreement. 

7.4      Amendment. No
amendment, supplement or restatement of any term of this Agreement is binding
unless it is in writing and signed by both parties. 

7.5      Notice. Any notice or
other communication required or permitted to be given under this Agreement must
be in writing and shall be effectively given if delivered personally or by
overnight courier or if sent by fax, addressed in the case of notice to Aldrin,
Ryanwood or Universal, as the case may be, to its address set out on the first
page of this Agreement. Any notice or other communication so given is deemed
conclusively to have been given and received on the day of delivery when so
personally delivered, on the day following the sending thereof by overnight
courier. 

7.6      Counterparts. This
Agreement may be executed by facsimile and in any number of counterparts, each
of which shall constitute one and the same agreement. 

7.7      Severability. If any
term of this Agreement is or becomes illegal, invalid or unenforceable, that
term shall not affect the legality, validity or enforceability of the remaining
terms of this Agreement. 

7.8      Schedules. The
schedules referenced herein and attached to this Agreement, are incorporated
into and form part of this Agreement. 

7.9      Time. Time is of the
essence of this Agreement. 

7.10    Governing Law. This Agreement
shall be governed by and shall be construed and interpreted in accordance with
the laws of the State of Nevada. 

7.11    Entire Agreement. This Agreement
constitutes the entire agreement between the parties with respect to the subject
matter herein and supersedes all prior arrangements, negotiations, discussions,
undertakings, representations, warranties and understandings, whether written or
verbal. 

(END OF PAGE) 




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The parties hereto intending to be legally bound have executed
this Agreement as of the date and year first written above. 

GEOXPLOR CORP. 


Per:   /s/ Clive
Ashworth                                                 
 
              
Authorized Signatory


FIRST LIBERTY POWER CORP. 


Per:   /s/ Donald
Nicholson                                            
 
               
Authorized Signatory 


NEW AMERICA ENERGY CORP. 


Per:  /s/ Rick
Walchuk                                                    
 
             
Authorized Signatory 





Exhibit “A” 

  Description of Property 

          The
“Property” subject to the forgoing Agreement consists of the following
unpatented lode mining claims situated in San Juan County, Utah, the names of
which, the serial number assigned by the Utah State Office of the Bureau of Land
Management, the situs of the claims on the ground according to the public land
survey system and the place of record of the location notice thereof in the
official records of San Juan County, are as follows: 


	Claim Name 	BLM Serial No. 	Township 	Range 	Section 	 County Record 
	FM 1 	UMC 378055 	28 South 	25 East 	25 	 
	FM 2 	UMC 378056 	28 South 	25 East 	25 	 
	FM 3 	UMC 378057 	28 South 	25 East 	25 	 
	FM 4 	UMC 378058 	28 South 	25 East 	25 	 
	FM 5 	UMC 378059 	28 South 	25 East 	25 	 
	FM 6 	UMC 378060 	28 South 	25 East 	25 	 
	FM 7 	UMC 378061 	28 South 	25 East 	25 	 
	FM 8 	UMC 378062 	28 South 	25 East 	25 	 
	FM 9 	UMC 378063 	28 South 	25 East 	25 	 
	FM 10 	UMC 378064 	28 South 	25 East 	25 	 
	FM11 	UMC 378065 	28 South 	25 East 	25 	 
	FM12 	UMC 378066 	28 South 	25 East 	25 	 
	FM 13 	UMC 378067 	28 South 	25 East 	25 	 
	FM 15 	UMC 378069 	28 South 	25 East 	25 	 
	FM 17 	UMC 378071 	28 South 	25 East 	25 	 
	FM 19 	UMC 378073 	28 South 	25 East 	25 	 
	FM 21 	UMC 378075 	28 South 	25 East 	25 	 
	FM 23 	UMC 378077 	28 South 	25 East 	25 	 
	FM 25 	UMC 378079 	28 South 	25 East 	25 	 
	  	 	 	 	  	 
	FIRE 14 	UMC 380829 	28 South 	25 East 	25 	 
	FIRE 16 	UMC 380830 	28 South 	25 East 	25 	 
	FIRE 18 	UMC 380831 	28 South 	25 East 	25 	 
	FIRE 20 	UMC 380832 	28 South 	25 East 	25 	 
	FIRE 22 	UMC 380833 	28 South 	25 East 	25 	 
	FIRE 24 	UMC 380834 	28 South 	25 East 	25 	 
	FIRE 26 	UMC 380835 	28 South 	25 East 	25 	 
	FIRE 40 	UMC 381077 	28 South 	25 East 	25 	 
	  	 	 	 	  	 
	FP 2 	UMC 391722 	28 South 	25 East 	25 	 
	FP 3 	UMC391723 	28 South 	25 East 	25 	 
	FP 4 	UMC 391724 	28 South 	25 East 	25 	 
	FP 6 	UMC 391725 	28 South 	25 East 	25 	 
	FP 8 	UMC 391726 	28 South 	25 East 	25 	 
	  	 	 	 	  	 
	FM 59 	UMC 386212 	28 South 	25 East 	26 	 
	FM 60 	UMC 386213 	28 South 	25 East 	26 	 








	Claim Name 	BLM Serial No. 	Township 	Range 	Section 	 County
      Record 
	FM 61 	UMC386214 	28 South 	25 East 	26 	 
	FM 62 	UMC 386215 	28 South 	25 East 	26 	 
	FM 63 	UMC 386216 	28 South 	25 East 	26 	 
	FM 64 	UMC 386217 	28 South 	25 East 	26 	 
	FM 65 	UMC 386218 	28 South 	25 East 	26 	 
	FM 67 	UMC 391170 	28 South 	25 East 	26 	 
	FM 69 	UMC 391171 	28 South 	25 East 	26 	 
	FM 71 	UMC 391172 	28 South 	25 East 	26 	 
	FM 73 	UMC 391173 	28 South 	25 East 	26 	 
	FM 75 	UMC 391174 	28 South 	25 East 	26 	 
	FM 77 	UMC 391175 	28 South 	25 East 	26 	 
	FM 79 	UMC 391176 	28 South 	25 East 	26 	 
	FM 81 	UMC 391177 	28 South 	25 East 	26 	 
	FM 66 	UMC 386219 	28 South 	25 East 	23 	 
	FM 68 	UMC 386221 	28 South 	25 East 	23 	 
	FM 70 	UMC 386223 	28 South 	25 East 	23 	 
	FM 72 	UMC 386225 	28 South 	25 East 	23 	 
	FM 74 	UMC 386227 	28 South 	25 East 	23 	 
	FM 76 	UMC 386229 	28 South 	25 East 	23 	 
	FM 78 	UMC 386231 	28 South 	25 East 	23 	 
	FM 80 	UMC 386233 	28 South 	25 East 	23 	 
	FM 82 	UMC 391178 	28 South 	25 East 	23 	 
	 	 	 	 	  	 
	UV 1 	UMC 409924 	28 South 	25 East 	23 	 
	UV 7 	UMC 409930 	28 South 	25 East 	23 	 
	UV 8 	UMC 409931 	28 South 	25 East 	23 	 
	UV 9 	UMC 409932 	28 South 	25 East 	23 	 
	UV10 	   UMC409933 	28 South 	25 East 	23 	 
	UV 11 	   UMC409934 	28 South 	25 East 	23 	 
	UV 12 	UMC 409935 	28 South 	25 East 	23 	 
	UV 13 	UMC 409936 	28 South 	25 East 	23 	 
	UV 14 	UMC 409937 	28 South 	25 East 	23 	 
	UV15 	UMC 409938 	28 South 	25 East 	26 	 
	UV 16 	UMC 409939 	28 South 	25 East 	26 	 
	UV 17 	UMC 409940 	28 South 	25 East 	26 	 
	UV 18 	UMC 409941 	28 South 	25 East 	26 	 
	UV 19 	UMC 409942 	28 South 	25 East 	26 	 
	UV 20 	UMC 409943 	28 South 	25 East 	26 	 
	UV 21 	UMC 409944 	28 South 	25 East 	26 	 
	 	 	 	 	  	 
	FP 67 	UMC 391728 	28 South 	25 East 	24 	 
	FP 69 	UMC 391729 	28 South 	25 East 	24 	 
	FP 71 	UMC 391730 	28 South 	25 East 	24 	 
	FP 73 	UMC 391731 	28 South 	25 East 	24 	 
	FP 75 	UMC 391732 	28 South 	25 East 	24 	 








	Claim Name 	BLM Serial No. 	Township 	Range 	Section 	County Record 
	FP 77 	UMC 391733 	28 South 	25 East 	24 	  
	FP 79 	UMC 391734 	28 South 	25 East 	24 	  
	FP 81 	UMC 391735 	28 South 	25 East 	24 	  
	FP 83 	UMC 391736 	28 South 	25 East 	24 	  
	FP 85 	UMC 391737 	28 South 	25 East 	24 	 







EXHIBIT “B” 

  Option Agreement