Exhibit 10.1


AGREEMENT


THIS
AGREEMENT made as of the 31st day of January, 2010.


BETWEEN:


	
  

 
	
 GUARDIANS OF GOLD INC., a corporation
 incorporated under the laws of Nevada (“Guardian”)

 
	
  

 
	
 - and -

 
	
  

 
	
 NIREK RESOURCES INC. a corporation
 incorporated under the laws of Ontario (“NRI”)

 



THE
PARTIES AGREE AS FOLLOWS:


INTERPRETATION


Definitions -
Whenever used in this Agreement, unless there is something inconsistent in the
subject matter or context, the following words and terms will have the meanings
set out below:


“Act” means the Business
Corporations Act (Ontario), as amended;


“Agreement” means this agreement including all attached
schedules, as the same may be supplemented, amended, restated or replaced from
time to time;


“Business Day” means a day other than a Saturday or Sunday or a
day which is a statutory or civic holiday in the City of Toronto;


“Claim” means any claim,
demand, action, cause of action, damage, loss, cost, liability or expense,
including, reasonable legal fees and all costs incurred in investigating or
pursuing any of the foregoing or any proceeding relating to of any of the
foregoing;


“Closing” means the completion of the transactions contemplated
by this Agreement;


“Closing Date” means Day agreed or such other Business Day as
the parties may agree upon;


“Effective Time” means 12:01 a.m. on the Closing Date;


“Encumbrance” means any encumbrance of any kind whatever and
includes a security interest, mortgage, lien, hypothec, pledge, hypothecation,
assignment, charge,


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trust or deemed trust (whether contractual,
statutory or otherwise arising), a voting trust or pooling agreement with
respect to securities, an adverse claim or any other right, option or claim of
others of any kind whatever; any covenant or other agreement, restriction or
limitation on 


“Permitted Encumbrances” means
approved Encumbrance.


“Person” shall be broadly interpreted and includes an
individual, body corporate, partnership, joint venture, trust, association,
unincorporated organization, any Governmental Authority or any other entity
recognized by law; 


“Property” means,
collectively, the Ross Mine Property, and the Ross Tailings Deposit; 


“Rights” means any options, rights, warrants or subscription
privileges issued or granted by a body corporate (whether or not currently
exercisable or exercisable on conditions) to purchase shares of such body
corporate;


 “Security Documents” means the security documents described in
Section 3 and all other security taken or received by Guardian from time to
time to secure any amount owing under this Agreement;


“Time of Closing” or “Closing
Time” means 10:00 a.m. on the Closing Date or such other time on
such date as the parties may agree upon before then in writing.


Gender and
Number - This Agreement shall be read with all changes of number
and gender as required by the context.


Entire
Agreement - This Agreement, including any Schedules hereto,
constitutes the entire agreement between the parties pertaining to the subject
matter hereof and supersedes all prior agreements, understandings, negotiations
and discussions, whether oral or written, of the parties with respect to the
subject matter hereof and there are no warranties, representations or other
agreements between the parties in connection with the subject matter hereof
except as specifically set forth herein and within such schedules. No
supplement, modification, waiver or termination of this Agreement or any
provisions hereof will be binding unless executed in writing by the parties
hereto. No waiver of any of the provisions of this Agreement will be deemed to
constitute or will constitute a waiver of any other provision (whether or not
similar), nor will such waiver constitute a continuing waiver unless otherwise
expressly provided.


Applicable
Law. The laws of the Province of Ontario and the laws of
Canada applicable therein govern all matters arising under this Agreement.


Calculation
of Time. When calculating the period of time within which or
following which any act is to be done or step taken pursuant to this Agreement,
the first day of the applicable period will be excluded and the day which ends
the period will be included. If the last day of such period is not a Business
Day, the period in question will end on the next Business Day.


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Including. Any use of the
terms “including” or “includes” means irrespectively “including without
limitation”, or “includes without limitation”, unless the context otherwise
requires. 


Currency. Unless
otherwise indicated, all dollar amounts referred to in this Agreement are in
US funds. 


Recitals. The
recitals to this Agreement form part of and are incorporated into this Agreement.


Headings. The
headings in this Agreement are for information purposes only and do not form
part of this Agreement.


GOLD WARRANT FINANCING


Gold Warrant Financing Obligation. Subject
to the terms and conditions of this Agreement, including the conditions set
forth in Section 4.1, Guardian agrees to deliver up to fifty five thousand
(55,000) ounces of gold for the delivery of NRI gold warrants (the “Warrant”)
for a payment of five hundred and fifty dollars (550.00) US dollars per ounce
of gold to Guardian. 


Payment for Gold. The first payment of
five hundred thousand (500,000) US dollars shall be due and payable to Guardian
within 90 days of the closing of Offer to Exchange as set forth in Section 5.1
which will be for the equivalent of nine hundred and nine (909) ounces of gold
to be delivered on or before March 31, 2014. Subsequent payments will be made
after June 30, 2012 for every block amount of gold ounces delivered to NRI and
equivalent of cash of five hundred and fifty (550.00) US dollars per ounces for
the block amount of gold ounces will be made. The payments of Funds from NRI
shall be made by money order, certified cheque or wire, or other immediately
available Funds at the address of Guardian specified in Section 9. In the event
that NRI needs an amount of gold less than nine hundred and nine (909) ounces,
then it will pay a prorata portion of the five hundred thousand (500,000) US
dollars in tranches of money order, certified cheque or wire, or other
immediately available payment of fifty thousand (50,000) US dollars in exchange
for ninety (90) ounces of gold. In exchange for each tranche of fifty thousand
(50,000) US dollars for ninety (90) ounces of gold, GOG will have the thirty
days option to acquire two hundred and fifty thousand shares (250,000) common
shares of NRI at a price of 0.01 per share. The total number of options shall
not exceed two million (2,000,000) shares.


Issuance of Shares. In addition to
payments to Guardian, pursuant to receipt of the first payment of gold from
Guardian, NRI shall issue to Guardian, or as Guardian may direct, two million
(2,000,000) common shares in the capital of NRI. 


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REPRESENTATIONS AND WARRANTIES OF NRI


               NRI
represents and warrants to Guardian the following, and acknowledges and
confirms that Guardian is relying thereon in connection with its entering into
of this Agreement and the consummation of the transactions contemplated hereby:


Due
Execution. This Agreement has been duly executed and delivered
by NRI, and this Agreement constitutes a valid and binding obligation of NRI
enforceable against NRI in accordance with its terms except as the enforcement
thereof may be limited by bankruptcy laws and other laws of general application
relating to creditors’ rights or general principles of equity for a period of
ten (10) years from date of signing.


No Options,
etc. No Person has any oral or written agreement, option, warrant, right, privilege or
any other right capable of becoming any of the foregoing (whether legal,
equitable, contractual or otherwise), for the Property for a period of ten (10)
years from date of signing.


Residency. NRI is
not a non-resident of Canada within the meaning of the Income Tax Act (Canada).


Absence of Conflicting Agreements. NRI is
not a party to, bound or affected by or subject to any indenture, mortgage,
lease, agreement, obligation, instrument, charter or by-law provision, statute,
regulation, judgment, decree, license, permit or law which would be violated,
contravened, breached by or under which default would occur or under which any
payment or repayment would be accelerated as a result of the execution and
delivery of this Agreement or the consummation of any of the transactions
provided for in this Agreement.


Regulatory Approvals. No
governmental or regulatory authorization, approval, order, consent or filing
from or with any Governmental Authorities is required to be obtained or made by
NRI in connection with the execution, delivery and performance of this
Agreement or any other documents and agreements to be delivered under the terms
of this Agreement or the performance of NRI’s obligations under this Agreement.



Business in Compliance with Laws. The
business of NRI has been conducted and is being conducted in compliance in all
material respects with all applicable laws and regulations of each jurisdiction
in which it carries on business (including, all applicable Canadian and United
States federal, provincial, state, municipal and local environmental
anti-pollution and licensing laws, regulations and other lawful requirements of
any governmental or regulatory body, including, but not limited to relevant
exploration and exploitation permits and concessions) and has not received a
notice of non-compliance, nor knows of, nor has reasonable grounds to know of,
any facts that could give rise to a notice of non-compliance with any such
laws, regulations or permits which would have a material adverse effect on NRI.


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TERMINATION


Termination at the Option of Guardian. This Agreement
may be terminated by Guardian at is sole discretion without penalty upon the
occurrence of any of the following:


if Guardian is unable to get
all necessary regulatory approvals, including all necessary environmental
approvals, for the construction and operation of the RPR Plant on the Ross Mine
Property on or before June 30, 2011;


Failure in Funds for Gold Warrant. The
parties acknowledge and confirm that notwithstanding that Guardian has
satisfied the conditions set forth in Section 4.1, Guardian will not be
obligated to deliver tranches of gold in the amount of 90 ounces, it may in its
sole discretion deliver lesser amounts if it deems appropriate. NRI shall have
no right to retain no Issued Shares as compensatory damages. 


COVENANTS


Covenants of NRI - NRI
covenants and agrees with Guardian as follows:


On or before the Closing
Date, it will take all necessary actions, steps and proceedings to approve or
authorize, validly and effectively, the execution and delivery of this Agreement
and the other agreements and documents contemplated hereby. Without limiting
the generality of the foregoing, NRI covenants that on Closing, it will deliver
or cause to be delivered to Guardian a resolution of the directors of NRI
consenting to the entering into of this Agreement and the completion of all
obligations of NRI under this Agreement including payment of Guardian for ten (10)
years from date of signing.


INDEMNITY


Indemnification
by NRI - NRI shall indemnify, defend and save harmless
Guardian and NRI from and against any and all loss suffered or incurred by
Guardian or NRI, as the case may be, as a direct or indirect result of, or
arising in connection with or related in any manner whatever to:


any misrepresentation or
breach of warranty made or given by NRI in this Agreement, or in any document
delivered pursuant to this Agreement; or


any failure by NRI to
observe or perform any covenant or obligation contained in this Agreement, or
in any document delivered pursuant to this Agreement to be observed or
performed by it.


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Indemnification
by Guardian - Guardian shall indemnify, defend and save harmless
NRI from and against any and all loss suffered or incurred by NRI as a direct
or indirect result of, or arising in connection with or related in any manner
whatsoever to any misrepresentation or breach of any warranty made or given by
Guardian in this Agreement, or in any document delivered pursuant to this
Agreement; or


Rights in
Addition - The rights of indemnity set forth in this Article 6
are in addition and supplemental to any other rights, actions, claims or causes
of action which may arise in respect of this Agreement and the transactions
contemplated hereby.


SURVIVAL


Nature, Survival and Limitations. All
representations, warranties and covenants contained in this Agreement on the
part of each of the Parties will not merge on closing and will survive for a
period of 5 years from date of termination of this agreement. If no Claim is
made under this Agreement, prior to the expiry of the survival periods provided
for, against a Party for any breach of any representation or warranty made in
this Agreement by such Party, such Party will have no further liability under
this Agreement with respect to such representation or warranty.


GENERAL


Time of the Essence - Time
shall be of the essence hereof.


Assignment - Neither
this Agreement nor any rights or obligations hereunder shall be assignable by
any party without the prior written consent of the other party, which consent
may be unreasonably withheld. 


Enurement - This Agreement is
binding upon and will enure to the benefit of the parties and their respective
heirs, executors, administrators, successors (including, any successor by
reason of the amalgamation of any party) and permitted assigns for ten (10) years
from date of signing. 


Notice - The
parties hereby agree that any notice required or permitted to be given
hereunder shall be in writing and may be given by delivering the same or
mailing the same by registered mail, postage prepaid, addressed:


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In the case of NRI to:


4 King Street West, Suite 1320, Toronto ON M5H
1B6


In the case of Guardian to:


4 King Street West, Suite 1320, Toronto ON M5H
1B6


Any such notice, if sent by registered mail,
will be deemed to have been received by the addressee on the second (2nd)
Business Day following the day on which such notice was mailed, save during the
absence of or disruption of normal postal service, in which event, on the
second (2nd) Business 


Day following the resumption of normal postal
service. If such notice has been delivered, it will be deemed to be received
when delivered. Any party may change his address for service from time to time
by notice given in accordance with the foregoing and any subsequent notice
shall be sent to the party at his changed address.


Further
Assurances - Each party hereto hereby agrees he will do all such
acts and execute all such further documents, conveyances, deeds, assignments,
transfers and the like, and will cause the doing of all such acts and will
cause the execution of all such further documents as are within its power as
any other party hereto may in writing from time to time reasonably request be
done and/or executed, in order to consummate the transactions contemplated
hereby or as may be necessary or desirable to effect the purpose of this
Agreement or any document, agreement or instrument delivered pursuant hereto
and to carry out their provisions or to better or more properly or fully
evidence or give effect to the transactions contemplated hereby, whether before
or after the Closing.


Counterparts - This
Agreement may be executed one or more counterparts and delivered by electronic
or facsimile transmission, each of which when so executed and delivered will be
deemed to be an original and such counterparts taken together will constitute
one and the same instrument.


THE PARTIES have executed this
Agreement as of the date first above written. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 GUARDIANS OF GOLD INC.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Per:

 	
   /s/
 Ronald Haller

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 NIREK RESOURCES INC.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Per:

 	
   /s/
 Abraham Arnold

 
	
  

 	
  

 	
  

 	

 


 






	
  

 	
  

 
	
 Date 

 	
  

 
	
  

 	

 


 



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