New America Energy Corp.: Exhibit 10.2 - Filed by newsfilecorp.com






OPTION AGREEMENT 

BY THIS OPTION AGREEMENT 


  Effective as of February 3, 2011 (the “Effective Date”),
  

  by and between GEOXPLOR CORP.,
    a Nevada corporation, whose address is 3655 West Anthem Way, Anthem, Arizona
    85086 (“GeoXplor”), 



and 


  NEW AMERICA ENERGY CORP., a Nevada corporation whose
    address is 5614C Burbank Road SE, Calgary, Alberta, T2H 1Z4, Canada (“NECA”).
  



GeoXplor, in consideration of the agreements set forth herein,
has granted certain rights to NECA under the following terms and conditions:


1.     
Grant; Definitions 

         
a.      Exploration License – GeoXplor hereby
grants to NECA an exclusive license to enter upon the "Property" together with
the right to conduct "Mineral Exploration" during a five-year evaluation and due
diligence term. 

         
b.      Definitions - The words and phrases used
in this Agreement shall have the following meanings: 

         
(1)      The "Property" shall include those certain
unpatented mining claims situated in San Juan County, Utah, and more
particularly described in Exhibit “A” attached hereto. 

         
(2)      "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. 

         
(3)      “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. 




P a g e | 2 


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

         
c.      Transfer of Title – Upon NECA’s
completion of its obligations under subsections a and b of Section 2 and
subsection f of Section 4, GeoXplor shall transfer title of the Property to NECA
subject to (1) NECA’s concurrent transfer to GeoXplor of a royalty on the
production of Vanadium & Uranium and other commercially viable minerals from
the Property as described in subsection c(2) of Section 2 and Exhibit “B” of
this Agreement and (2) a further agreement to pay an additional bonus as
specified in subsection c of Section 2 of this Agreement. 

2.       
Consideration to GeoXplor 

          
a.      Payments - NECA shall pay GeoXplor in
consideration of the grant of the exploration license and other rights granted
under this Agreement the following: 


  	(1) 	February 28, 2011 	$50,000.00 
	 	 	 
	(2) 	May 31, 2011 	$50,000.00 
	 	 	 
	(3) 	1st year anniversary of the Effective
        Date 	$100,000.00 
	 	 	 
	(4) 	2nd year anniversary of the Effective
        Date 	$100,000.00 
	 	 	 
	(5) 	3rd year anniversary of the Effective
        Date 	$100,000.00 
	 	 	 
	(6) 	4th year anniversary of the Effective
        Date 	$100,000.00



         
b.      Stock Transfer – As additional
consideration, the Purchase Price shall include the issuance of 1,250,000
Shares, subject to such conditions as may be imposed by the rules and
regulations of the United States Securities and Exchange Commission, as follows:


         
(1)      Five Hundred Thousand (500,000) Shares on
execution of this Agreement; 

         
(2)      Two Hundred Fifty Thousand (250,000) Shares on
or before the date one year from the Effective Date of this Agreement; and 

         
(3)      Two Hundred Fifty Thousand (250,000) Shares on
or before the date two years from the Effective Date of this Agreement. 




P a g e | 3 

          (4)     
Two Hundred Fifty Thousand (250,000) Shares on or before the date three years
from the Effective Date of this Agreement; 

provided, further, that NECA undertakes the obligation to
perform any filings or other actions required to timely complete the stock
transfers specified above. 

         
c.      Conditions for Transfer of Title and
Subsequent Limitations –

          (1)     
At such time as the NECA has completed the payments and stock transfers
specified in subsections a and b of this Section 3, and has completed the
expenditures for Work specified in subsection f of Section 4, the Property shall
be transferred to NECA by Quitclaim Deed. 

          (2)     
Concurrently with the transfer of title to NECA, NECA shall convey a “Net Value
Royalty” on production of Vanadium & Uranium and other minerals from the
Property measured by three percent (3.0%) of the gross proceeds received by the
NECA from the sale or other disposition of Vanadium & Uranium or other
Vanadium & Uranium compounds less (i) transportation of the product from the
place of treatment to the purchaser, (ii) all handling and insurance charges
associated with the transportation, and (iii) any taxes associated with the sale
or disposition of the product (excluding any income taxes of NECA). The Net
Value Royalty shall be divided between GeoXplor and First Liberty Power Corp.
(the transferor of rights in the Property under a prior Agreement), two and
one-half percent (2.5%) to GeoXplor and one-half percent (0.5%) to First Liberty
Power Corp. NECA shall have the further right to purchase up to two percent (2%)
of the Net Value Royalty from GeoXplor, in whole percentage points, for One
Million Dollars ($1,000,000) for each one percent (1%).

          (3)     
If NECA, its assignee or a joint venture including NECA, (i) delivers to its
Board of Directors or applicable other management a feasibility study
recommending mining of Vanadium & Uranium carbonate or other Vanadium &
Uranium compound from the Property and such Board of management authorizes
implementation of a mining plan, or (ii) sells, options, assigns, disposes or
otherwise alienates all or a portion of its interest in the Property, NECA shall
pay GeoXplor an additional bonus of Five Hundred Thousand Dollars ($500,000) in
cash or shares of NECA. The election to obtain cash or shares of NECA shall be
at the sole election of GeoXplor. 

         
d.      Method of Making Payments - All payments
required under this Agreement may be mailed or delivered to GeoXplor's address
or to any single depository as GeoXplor may instruct. Upon making payment to the
authorized agent or depository, NECA shall be relieved of any responsibility for
the distribution of such payment to GeoXplor. The delivery or the deposit in the
mail of any payment hereunder on or before the due date thereof shall be deemed
timely payment hereunder. 




P a g e | 4 

3.     
Inspection 

          Both
GeoXplor or NECA (or their respective agents), may enter upon the Property or
processing facilities to inspect the same at such times and upon such notice to
the other party as shall not unreasonably or unnecessarily hinder or interrupt
the operations of NECA. At such time as a royalty is conveyed to GeoXplor, the
royalty document shall include a right of inspection of the Property and the
books and records used for the calculation of royalty and the right to audit on
an annual basis. 

4.     
Obligations of NECA 

         
a.      Conduct of Operations – All work
performed on the Property by NECA pursuant its rights under this Agreement or by
GeoXplor pursuant to its activities as the operator to implement Work authorized
by NECA, shall be done in a good and workmanlike manner and in compliance with
all state or federal laws and regulations governing such operations.

         
b.      Protection from Liens – NECA shall pay
all expenses incurred or authorized by it in its activities on the Property and
shall allow no liens arising from any act of NECA to remain upon the Property;
provided, however, that NECA shall not be required to remove any such lien as
long as NECA is contesting in good faith the validity or amount thereof. 

         
c.      Indemnity – NECA shall indemnify
GeoXplor against and hold GeoXplor harmless from any suit, claim, judgment or
demand whatsoever arising out of negligence on the part of NECA in the exercise
of any of its rights pursuant to this Agreement, provided that if GeoXplor or
any person or instrumentality acting on GeoXplor's behalf shall have been a
contributing cause to the event giving rise to such suit, claim, demand or
judgment, NECA 's obligation to indemnify GeoXplor shall not exceed NECA 's
liability under the laws applicable to the event giving rise to such suit,
claim, demand or judgment. Likewise, GeoXplor shall similarly indemnify NECA
from claims arising out of its negligence in the conduct of its activities as
operator to implement Work authorized by NECA. 

         
d.      Payment of Taxes – NECA shall pay all
taxes levied against the Property and any improvements on the Property. NECA
shall have the right to contest, in the courts or otherwise, the validity or
amount of any taxes or assessments, before it shall be required to pay the same.
If this Agreement is terminated or otherwise expires, any taxes that are NECA's
responsibility shall be prorated for the calendar year of expiration or
termination as of the date NECA has removed its equipment, facilities and
improvements from the Property. 

         
e.      Maintenance – NECA shall timely pay and
make the appropriate record of the payment of the claim maintenance fee or any
other fee required under state or federal law to maintain the unpatented mining
claims included within the Property for each assessment year during which this Agreement continues in force
beyond September 1 of the applicable assessment year. 




P a g e | 5

         
f.      Work Commitment – Before the expiration
of four (4) years from the Effective Date, NECA shall expend not less than One
Million Dollars ($1,000,000) in Mineral Exploration and Development Testing
("Work"). The Work shall be scheduled to expend not less than One Hundred Fifty
Thousand Dollars ($150,000) during the first year, Two Hundred Thousand Dollars
($200,000) during the second year, Three Hundred Fifty Thousand Dollars
($350,000) during the third year, Five Hundred Thousand Dollars ($500,000)
during the fourth year, nothing during the fifth year, and Production during the
sixth year. The nature, place and conduct of such Work shall be at the sole
discretion of NECA and the amount of the expenditures shall be determined by the
direct cost to NECA of Work performed. GeoXplor shall undertake to perform such
Work as directed by NECA under Work plans provided to GeoXplor on a periodic or
as needed basis. NECA’s performance of Work shall otherwise conform to the Work
plan and shall conform to industry standards. Any expenditure in excess of the
amount required for any annual period shall be applicable against expenditures
required for the succeeding year or years. 

5.      Title
Matters 

         
a.      Representations and Warranties Related to
the Property – GeoXplor represents and warrants to NECA that: (1) the
unpatented mining claims constituting the Property have been located and
appropriate record made thereof in compliance with the laws of the United States
and the laws of the State of Nevada, (2) the claim maintenance fees have been
paid for the year beginning on September 1 prior to the effective date of this
Agreement and appropriate record made thereof; (3) there is no claim of adverse
mineral rights affecting the Property, (4) subject to the paramount interest of
the United States, GeoXplor controls the full undivided possessory title to the
Property, and (5) GeoXplor's possessory right to the Property is free and clear
of all liens and encumbrances. 

         
b.      Joint Representations – NECA and
GeoXplor jointly represent and warrant that each company: (1) have the full
right, power and capacity to enter into this Agreement upon the terms set forth
herein, (2) is incorporated, organized and in good standing under the laws of
the state of its incorporation and is qualified to do business and is in good
standing in the State of Nevada; (3) has obtained all necessary corporate and
shareholder approvals and no further action on the part of its directors or
shareholders is necessary or desirable to make this Agreement valid and binding;
and (4) neither the execution and delivery of this Agreement nor any of the
agreement referred to herein or contemplated hereby, nor the consummation of the
transactions hereby contemplated conflict with any agreement to which it is a
party and by which it is currently bound. 

         
c.      Title Documents; Data – Upon written
request of NECA at any time during the term hereof, GeoXplor shall promptly
deliver to NECA copies of all title documents affecting the Property that
GeoXplor has in its possession. If GeoXplor is in possession or knows the whereabouts of technical data
concerning the mineral estate of the Property, GeoXplor shall, at NECA’s
expense, furnish copies of such materials to NECA or notify NECA of the location
of such information. 




P a g e | 6 

         
d.      Title Defects, Defense and Protection –
NECA has, during its initial due diligence examination of the Property prior to
the Effective Date, examined and approved GeoXplor’s title to the Property. If
title to any of the Property is contested or questioned by any person, entity or
governmental agency GeoXplor and NECA shall undertake such actions as may be
required to perfect, defend or initiate litigation to protect such title. In
that event, all costs of such action shall be paid by NECA and shall be a credit
toward the Work obligations of subsection f of Section 4.

         
e.      Amendment and Relocation of Mining
Claims – NECA shall have the right, upon prior consultation with GeoXplor,
to amend or relocate the unpatented claims which are subject to this Agreement.
The location notices of any such amended or related claims shall be approved by
GeoXplor.

         
f.      Change of Law – If the law of the United
States concerning acquisition of mineral rights on federally managed lands is
repealed, amended, or new legislation is enacted, NECA shall have the right, at
its expense, to take whatever action it deems appropriate to preserve a right to
explore for, develop, and mine minerals from the Property. If NECA elects to
take any action under the terms of this subsection, it shall first notify
GeoXplor in writing setting forth the nature of the proposed action and an
explanation thereof. GeoXplor agrees to cooperate with NECA and execute whatever
documents are deemed necessary by NECA to accomplish such action. Nothing in
this subsection shall impose any obligation upon NECA to take any action, or
diminish the right of GeoXplor to take action it deems appropriate; provided,
however, that if GeoXplor chooses to take any action, it will first inform NECA
of the nature of such contemplated action. 

         
g.      General – Nothing herein contained and
no notice or action which may be taken under this Section 5 shall limit or
detract from NECA 's right to terminate this Agreement in the manner hereinafter
provided. 

6.     
Termination; Removal of Property; Data 

         
a.      Termination by GeoXplor – If NECA
defaults in the performance of its obligations specified in this Agreement,
GeoXplor shall give NECA written notice specifying the default. If the default
is not cured within thirty (30) days after NECA has received the notice, or if
NECA has not within that time begun action to cure the default and does not
thereafter diligently prosecute such action to completion, GeoXplor may
terminate this Agreement by delivering to NECA written notice of such
termination. GeoXplor's right to terminate this Agreement shall be its sole
remedy for any failure to make payments required under Section 2. If NECA in
good faith disputes the existence of a default, NECA shall initiate appropriate
action in a court of competent jurisdiction within the 30-day period and the
time to cure shall run from the date of a final determination that a default exists. GeoXplor shall have no
right to terminate this Agreement except as set forth in this subsection a of
Section 6. 




P a g e | 7

         
b.      Termination by NECA – NECA shall have
the right to terminate this Agreement at any time by written notice from NECA to
GeoXplor. 

          c.     
Termination of GeoXplor as Operator – If GeoXplor defaults in the
performance of its duties and obligations to perform plans for the performance
of Work as specified in subsection f of Section 4 of this Agreement, NECA shall
give GeoXplor written notice specifying the default and the same provisions
specified in subsection a of this Section 6 shall apply. If the default is not
cured, or other appropriate action taken, GeoXplor’s designation as operator
shall terminate. The termination of GeoXplor as operator shall not release the
NECA from its obligation to complete the expenditures of Work required under
subsection f of Section 4. 

          d.     
Effect of Termination – From and after the date of termination of this
Agreement by either party, all right, title and interest of the parties under
this Agreement shall terminate, and neither party shall be required to make
further payments or perform any further obligations hereunder concerning the
Property, except payments and obligations, the commitment to pay or the due
dates for the payment or performance of which occur prior to the termination
date. 

         
e.      Removal of Property – Upon any
termination or expiration of this Agreement, NECA shall have a period of three
(3) months from and after the effective date of termination within which it may
elect to remove from the Property all of its machinery, buildings, structures,
facilities, equipment and other property of every nature and description
erected, placed or situated thereon, except supports placed in shafts, drifts or
openings in the Property. Failure of NECA to so remove the same shall constitute
an abandonment by NECA to GeoXplor of the same; provided, however, that NECA may
still be required to remove such property upon notice from GeoXplor at any time
during the three-month period and thirty (30) days thereafter. 

         
f.      Delivery of Data – If this Agreement is
terminated, upon written request given by GeoXplor within thirty (30) days of
said termination, NECA shall, within a reasonable time, furnish GeoXplor copies
of all available noninterpretive exploration, development and mining data
pertaining to the Property prepared by or for NECA. 

         
g.      Relinquishment of Record - If this
Agreement is terminated or otherwise expires, NECA shall provide GeoXplor with a
recordable document sufficient to provide notice that NECA no longer asserts
rights to the Property under this Agreement. 

7.      Share
Matters 

          GeoXplor
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 GeoXplor’s responsibility to determine what
those hold periods and restrictions are before selling or otherwise transferring
any Shares. 




P a g e | 8

8.     
Notices 

          Any
notice or communication required or permitted hereunder shall be effective when
personally delivered or deposited, postage prepaid, certified or registered, in
the United States mail to the addresses specified above. Either party may, by
notice to the other given as aforesaid, change its mailing address for future
notices. 

9.     
Confidentiality 

          Each
of the parties agrees that all information obtained under the terms of this
Agreement will not be publicly disclosed or used other than for the activities
contemplated hereunder except as required by law or by the rules and regulations
of any regulatory authority or stock exchange having jurisdiction or with prior
written consent of the other party, such consent not to be unreasonably
withheld. 

10.     Binding
Effect; Assignment 

          This
Agreement shall not be assigned by NECA except to a wholly owned subsidiary, in
which case the NECA shall guarantee the performance of the assignee. GeoXplor
may assign all or any portion of its right to the royalty provided hereunder.


11.     Force Majeure 

          If NECA
is delayed or interrupted in or prevented from exercising its rights or
performing its obligations, as herein provided, by reasons of "force majeure,"
then, and in all such cases, NECA shall be excused, without liability, from
performance of its obligations set forth in this Agreement (except as to
obligations to pay money as set forth in Sections 2 and 4), but the provisions
shall again come into full force and effect upon the termination of the period
of delay, prevention, disability or condition. "Force majeure" includes all
disabilities arising from causes beyond the reasonable control of NECA;
including, without limitation, acts of God, accidents, fires, damages to
facilities, labor troubles, unavailability of fuels, supplies and equipment,
orders or requirements of courts or government agencies, or the inability to
obtain environmental clearance or operating permits that may be required by
governmental authorities. If a condition of force majeure is declared, the due
dates for any performance (excluding time for payment of monies) hereunder shall
be extended for the period of the disability. 

12.     Memorandum 

          The
parties to this Agreement agree to execute and record a Memorandum of this
Agreement in a form sufficient to constitute record notice to third parties of
the rights granted hereunder, which may be recorded in the official
records of San Juan County, Utah. 




P a g e | 9

13.     Construction 

         
a.      Governing Law - This Agreement shall be
construed by the internal laws but not the laws of conflict of the State of
Nevada. 

         
b.      Headings - The headings used in this
Agreement are for convenience only and shall not be deemed to be a part of this
Agreement for purposes of construction. 

         
c.      Entire Agreement - All of the agreements
and understandings of the parties with reference to the Property are embodied in
this Agreement, and this Agreement supersedes all prior agreements or
understandings between the parties. 

         
d.      No Implied Covenants – It is expressly
agreed that no implied covenant or condition whatsoever shall be read into this
Agreement relating to any time frame as the measure of diligence for any
operations of NECA hereunder. 

14.     Further Assurances 

          The
parties agree to perform all acts and execute all documents that may be
necessary to carry out the spirit and intent of this Agreement. 

          SIGNED,
effective as of the date recited above. 

	GEOXPLOR CORP.
    	 	NEW AMERICA ENERGY CORP. 
	 	  	 	 	  
	 	  	 	 	  
	 	  	 	 	  
	By:	/s/ Clive
      Ashworth 	 	By:	/s/ Rick Walchuk 
	 	Authorized Signatory 	 	 	Authorized Signatory 







P a g e | 10 

Exhibit “A” 

  Property Description 

          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 	 






P a g e | 11 


	Claim Name 	BLM Serial No. 	Township 	Range 	Section 	County Record
    
	FM 59 	UMC 386212 	28 South 	25 East 	26 	 
	FM 60 	UMC 386213 	28 South 	25 East 	26 	 
	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 	 






P a g e | 12 


	Claim Name 	BLM Serial No. 	Township 	Range 	Section 	County Record 
	FP 73 	UMC 391731 	28 South 	25 East 	24 	  
	FP 75 	UMC 391732 	28 South 	25 East 	24 	  
	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 	 







P a g e | 13 

Exhibit “B” 

  (Royalty Provisions) 

          If
the Property is conveyed to New America Energy Corp. (“NECA”), under the terms
of the foregoing Purchase Agreement, NECA shall convey to GeoXplor Corp.
(“GeoXplor”) and First Liberty Power Corp. (FLPC) (collectively the “Royalty
Holders”), a “Royalty” on the Net Value of Vanadium & Uranium or other
Vanadium & Uranium compounds or products (“Minerals”), as defined in the
foregoing Purchase Agreement, which Royalty conveyance shall include the
following terms and conditions: 

1.     
Payment of Royalty 

          a.      Frequency
of Payment of Royalty. Royalty shall be due and payable within thirty (30)
business days after the sale proceeds are received from any purchaser of Mineral
produced from the Property. 

          b.      Method
of Making Payments. All payments required hereunder may be mailed or
delivered to any single depository as GeoXplor may instruct. If the party paying
the Royalty (the “Payor”) makes a payment or payments on account of the Royalty
in accordance with the provision of this Exhibit “B,” it will have no further
responsibility for distribution of the Royalty. All charges of the agent,
trustee or depository will be borne solely by the party (ies) receiving payments
of Royalty. The delivery or the deposit in the mail of any payment hereunder on
or before the due date thereof shall be deemed timely payment hereunder. 

2.     
Records and Reports 

          a.      Records,
Inspection and Audit. Within one hundred and forty (140) days following the
end of each calendar year, commencing with the year in which the Property (or
any portion thereof) is brought into commercial production (not inclusive of any
bulk sampling programs or pilot plant or test operations), the Payor shall
deliver to GeoXplor a statement of the Royalty paid for said calendar year.
GeoXplor (or its designated agent) shall have the right within a period of
ninety (90) days from receipt of such statement to inspect the Payor’s books and
records relating thereto and to conduct an independent audit of such books and
records at its own cost and expense. 

          b.      Objections.
If GeoXplor does not request an inspection of the Payor’s books and records
during the ninety (90) day period referred to in the preceding paragraph, all
payments of Royalty for the annual period will be considered final and in full
satisfaction of all obligations of the payor with respect thereto. If GeoXplor
elects to question any calculation of Royalty, GeoXplor shall deliver to the
Payor a written notice (the “Objection Notice”) within ninety (90) days after
receipt by GeoXplor of the final statement. If such audit determines that there
has been a deficiency or an excess in the payment made to GeoXplor, such
deficiency or excess will be resolved by adjusting the next payment or due
hereunder. GeoXplor will pay all the costs and expenses of such audit unless a deficiency of five percent (5%) or more of the
amount due is determined to exist. The Payor will pay the costs and expenses of
such audit if a deficiency of five percent (5%) or more of the amount due is
determined to exist. All books and records used and kept by the Payor to
calculate the Royalty due hereunder will be kept in accordance with generally
accepted accounting principles. 




P a g e | 14

          c.      Evidence
of Maintenance of the Claims. The Payor shall deliver to GeoXplor, not later
than the date two weeks prior to the date for the payment of annual claim
maintenance fees for the Property, evidence that the fee has been timely paid.


          d.     
Agent. For purposes of exercising any rights under Sections 1 and 2 of
these royalty provisions, GeoXplor (or its designated successor) shall be the
agent of the Royalty Holders. 

3.     
Inurement 

          The
Royalty shall run with the land and be binding on all subsequent owners of the
Property, including any amendments, relocations, patents of the same or
additional or alternative rights to mine as may be acquired for the same land
included within the Property as a result of any changes in the mineral laws of
the United States. 

4.     
Assignments by Royalty Holders 

          Any
Royalty Holder may transfer, pledge, mortgage, charge or otherwise encumber all
or any part of its rights, title and interest in and to its Royalty; provided,
however, that the Payor shall be under no obligation to make its payments
hereunder to such assignee, transferee, pledge or other third party until the
Payor’s receipt of notice concerning the assignment or transfer.