EXHIBIT 10.1

   

 

 
 ENDURANCE GOLD CORPORATION
 ENDURANCE RESOURCES INC.
 1700, 750 West Pender Street
 Vancouver, B.C. V6C 2T8
 Tel: (604) 682-2707 Fax: (604) 681 0902
 

 April 20, 2012
 

 

 Mrs. Lynn Harrison
 Liberty Gold Corp.
 2415 East Comelback Rd.
 Suite #700
 Phoenix, AZ, 85016
 

 CONFIDENTIAL
 

 Dear Lynn:
 

 Re:   McCord Gold Property, Tolovana Mining District, Alaska 
 

 Following a preliminary review by Liberty Gold Corp. ("Liberty") of the available data for the McCord Gold Property in Alaska, Liberty is prepared to offer Endurance Gold Corporation and Endurance Resources Inc. (collectively “Endurance”) the following option to earn a 60% interest in fourteen (14) State of Alaska mineral claims (2,218 acres) as summarized in Schedule A, hereinafter referred to as the "Property", which is owned 100% by Endurance. 
 

  1.

 As part of the option, Liberty proposes to make cash payments to Endurance totalling US $85,000 over three years, as outlined below:
 

  	 	 	
	  
	 Annual US $
	 Cumulative US $

	 On signing this letter 
	 $15,000
	 $15,000

	 On or before December 31, 2012
	 $20,000
	 $35,000

	 On or before December 31, 2013
	 $20,000
	 $55,000

	 On or before December 31, 2014
	 $30,000
	 $85,000



 

  2.

 Liberty would incur cumulative Exploration Expenditures (as defined herein) totalling US $600,000 to be incurred on or before December 31, 2014.  Liberty would agree to incur a minimum of US $150,000 in Exploration Expenditures during 2012 with the objective of advancing the Property to drill stage by the fall of 2012. An indicative Budget for the initial 2012 program is appended as Schedule B to this Letter Agreement.
 

 Exploration Expenditures incurred in excess of the minimum 2012 program would be credited against Exploration Expenditures otherwise required in subsequent years. 
 

 


  April 2012 Letter Agreement – McCord Gold Property, Alaska

  Page 1

 

 

  
 
 

 

  3.

 Liberty would not vest their 60% ownership interest in the Property until all the option and exploration requirements defined in Sections 1 and 2 were fulfilled. Upon making the US $85,000 cash payments and incurring the Exploration Expenditures of US $600,000, the Liberty will have earned a 60% joint venture (“JV”) interest in the Property.  
 

  4.

 Upon vesting with a 60% JV interest, Liberty shall promptly provide notice of such vesting to Endurance (“Option Completion Notice”), at which point the Property would be administered through a JV Agreement (see section 13 below). Any Exploration Expenditures incurred by Liberty that exceed the earn-in requirements under section 2, and incurred prior to and within 60 days of the Option Completion Notice, will not be credited to future JV expenditures.  
 

  5.

 Liberty will be the Operator during the Option period but agrees to engage Endurance to manage the 2012 exploration program on their behalf. Endurance would engage Alaska-based consulting and exploration consultants to assist in implementing the exploration program. The 2013 and 2014 Programs would be conducted by Liberty as Operator, unless mutually agreed otherwise. 
 

  6.

 Exploration Expenditures would include all reasonable direct and indirect costs together with any and all costs, fees and expenses or contractors overheads which may be paid to complete exploration programs, obtain metallurgical, feasibility, engineering or other studies or reports on or with respect to the Property or any part of it incurred by Endurance in 2012 and by Liberty thereafter, in relation to the exploration and development of the Property, either directly or by payments or rentals to governments, contractors, third parties, including all logistics, transportation and other relevant off-site costs. For greater clarity, Exploration Expenditures would include all rentals, annual assessments, and recording fees related to the maintenance of the Property and any costs related to any additional claim staking completed within the Mutual Area of Interest (as defined herein). 
 

  7.

 Exploration Expenditures for 2012 would include the reimbursement of US$ 8,000 incurred by Endurance in 2012 for the preparation of the McCord Property technical report and budget preparation for 2012. 
 

  8.

 There will be added to and included in Exploration Expenditures a charge for off-site and administration costs equal to 10% of all direct and indirect Exploration Expenditures attributable by the Party that is managing the exploration programs, including third party management fees.
 

  9.

 Endurance agrees to provide all existing technical data to Liberty.  Liberty agrees to provide Endurance with copies of all additional technical data generated by Liberty or its contractors/consultants during the option period. On termination of the option, copies of all technical data provided by Endurance will be returned by Liberty.
 

  10.

 Liberty is required to maintain the Property in good standing. Liberty would assume all rentals, annual assessments, and recording fees related to the maintenance of the Property.  During the option period, all such filings must be completed by October 30th of each year. 
 

  11.

 Immediately on signing of this Letter Agreement, Endurance would prepare a tabulation of cash requirement timing for the 2012 Program expenditures, and future Programs if necessary. Liberty agrees to advance funds on receipt of cash calls, which cash calls will be no more frequent than monthly.  It may include anticipated expenditures for up to a two-month period, and will be presented four to eight weeks prior to requirement of the funds. Cash calls are payable within 10 days of receipt.
 

 


  April 2012 Letter Agreement – McCord Gold Property, Alaska

  Page 2

 

 

  
 
 

 

  12. 

 The Property would include a Mutual Area of Interest as defined and illustrated in Schedule C to this agreement (AMI). During the term of the Option, any claims acquired by either party within the AMI would become part of the Property. The AMI would cease 12 months after termination of this agreement.
  
  13.

 A formal option agreement (“Formal Agreement”) between Liberty and Endurance will be completed by July 30, 2012.  The formal agreement will detail the rights, duties and obligations of the respective parties to the agreement and will replace this Letter Agreement in its entirety. The form of agreement is attached by reference only as Schedule D, such form agreement is the Form of Option and Joint Venture Agreement as drafted by the Continuing Legal Education Society of British Columbia. 
 

  14. 

 The Parties recognize that this Letter Agreement may need to be the subject of disclosure to shareholders. If public disclosure is required, the disclosing party will provide the other party with 48 hours to comment on the language contained within the draft news release before such news release is issued. 
 

  15.

 This Letter Agreement, the formal option agreement, and all data collected from the Property will be subject to confidentiality provisions. 
 

  16.

 These terms are conditional on Endurance’s Board of Directors approval which will occur within 5 days of closing. 
 

 If the above terms are acceptable to you we ask that you sign and return one of the two original copies of this letter, which will then become a binding agreement between us.  On receipt of the executed letter together with the requisite cheques pursuant to paragraphs 1 and 7, and the approval from Endurance’s Board of Directors, Endurance will proceed immediately with finalizing a press release, initiating the 2012 program planning, and providing the initial cash call to Liberty. Once the initial cash call has been provided, Endurance will initiate drafting a formal agreement, acceptable to both parties, which will eventually replace this letter agreement.
 

 Yours truly,
 ENDURANCE GOLD CORPORATION
 ENDURANCE RESOURCES INC.
 

 /s/ Robert T. Boyd
 

 

 

 Robert T. Boyd
 President and CEO, 
 

 Agreed to and accepted this    20      day of         April                      , 2012.
 

 

 

 

 /s/ Lynn Harrison
 ____________________________ 
 Lynn Harrison, President and CEO
 Liberty Gold Corp.
 


  April 2012 Letter Agreement – McCord Gold Property, Alaska

  Page 3

 

 

  
 
 

 

 

 Schedule "A"
 

 

 “The Property”
 

 

  McCord Gold Property 
 Tolovana Mining District, Alaska
 

 OWNER: 100% Endurance Resources Inc.
 

 

  	 	 	 	 	 	 	
	  
	  
	  
	  
	 Annual Maintenance
	  

	 Claim Name
	 Serial No.
	 Location Date
	 Due Date
	 Labor Work$
	 State Claim Rent$
	 Acres

	 MMM 1
	 ADL703865
	 Sep. 9, 2010
	 Nov. 30, 2012
	 400 
	 140 
	 160.00

	 MMM 2
	 ADL703866
	 Sep. 9, 2010
	 Nov. 30, 2012
	 400 
	 140 
	 160.00

	 MMM 3
	 ADL703867
	 Sep. 9, 2010
	 Nov. 30, 2012
	 400 
	 140 
	 160.00

	 MMM 4
	 ADL703868
	 Sep. 9, 2010
	 Nov. 30, 2012
	 400 
	 140 
	 160.00

	 MMM 5
	 ADL703869
	 Sep. 9, 2010
	 Nov. 30, 2012
	 400 
	 140 
	 160.00

	 MMM 6
	 ADL703870
	 Sep. 9, 2010
	 Nov. 30, 2012
	 400 
	 140 
	 160.00

	 MMM 7
	 ADL703871
	 Sep. 9, 2010
	 Nov. 30, 2012
	 400 
	 140 
	 160.00

	 MMM 8
	 ADL703872
	 Sep. 9, 2010
	 Nov. 30, 2012
	 400 
	 140 
	 160.00

	 MMM 9
	 ADL703873
	 Sep. 9, 2010
	 Nov. 30, 2012
	  400 
	 140 
	 160.00

	 MMM 10
	 ADL703874
	 Sep. 9, 2010
	 Nov. 30, 2012
	 400 
	 140 
	 160.00

	 MMM 11
	 ADL703875
	 Sep. 9, 2010
	 Nov. 30, 2012
	 400 
	 140 
	 137.74

	 MMM 12
	 ADL703876
	 Sep. 9, 2010
	 Nov. 30, 2012
	 400 
	 140 
	 160.00

	 MMM 13
	 ADL703877
	 Sep. 9, 2010
	 Nov. 30, 2012
	 400 
	 140 
	 160.00

	 MMM 14
	 ADL703878
	 Sep. 9, 2010
	 Nov. 30, 2012
	 400 
	 140 
	 160.00

	  
	  
	  
	  
	  
	  
	 2,217.74

	  
	  
	  
	  
	  
	  
	  



 

 


  April 2012 Letter Agreement – McCord Gold Property, Alaska

  Page 4

 

 

  
 
 

 

 

 Schedule "B"
 

 2012 McCord Exploration Budget
  McCord Gold Property 
 Tolovana Mining District, Alaska
 



 	 	 	 	 	 	 	
	  
	  
	  

	  2012 Sampling and evaluation Budget - Metallogeny prime field contractor

	 - 13 field days, including mob/demob, trenching and claim staking

	 - 100 m x 1,200 m soil sample spacing
	  
	  
	  
	  
	  

	 - 350 samples (240 soil samples, 60 rocks, 50 trench samples)
	  
	  
	  

	  - ground magnetics, EM and radiometrics
	  
	  
	  
	  

	 - Bell 206 @$1,000/hr. (min 3 hrs/day)

	  
	  
	  
	  
	  
	  
	  

	  
	  
	  
	  
	  
	  
	  

	  
	  
	  
	 Hours/Days
	 Billing Rate
	 UNIT
	 US $ Amounts

	  
	  
	  
	  
	  
	  

	  
	  
	  
	  
	  
	  
	  

	 Wages
	  
	  
	  
	  
	  
	  

	  
	 Project Management (Endurance)
	 11 
	  $ 900.00 
	 /day
	  $ 9,900 

	  
	 Project Geologists
	  
	 230 
	  $ 60.00 
	 /hr
	  $ 13,800 

	  
	 GIS and presentation Maps
	 100 
	  $ 52.50 
	 /hr
	  $ 5,250 

	  
	 Soil Sampler (Sr.Tech./Crew Manager)
	 130 
	  $ 45.00 
	 /hr
	  $ 5,850 

	  
	 Soil Sampler (Geologist III)
	 130 
	  $ 45.00 
	 /hr
	  $ 5,850 

	  
	 Soil Sampler (Geologist II)
	 130 
	  $ 37.50 
	 /hr
	  $ 4,875 

	  
	 Soil Samplers (3)
	  
	 390 
	  $ 30.00 
	 /hr
	  $ 11,700 

	  
	 Camp cook
	  
	 130 
	  $ 37.50 
	 /hr
	  $ 4,875 

	  
	  
	  
	  
	  
	  
	  $ 62,100 

	 Rentals
	  
	  
	  
	  
	  
	  

	  
	 Hand Auger Drills (3)
	  
	 39 
	  $ 50.00 
	 /day
	  $ 1,950 

	  
	 Generator 
	  
	 13 
	  $ 25.00 
	 /day
	  $ 325 

	  
	 ATV Rental 1
	  
	 13 
	  $ 75.00 
	 /day
	  $ 975 

	  
	 ATV Rental 2
	  
	 3 
	  $ 75.00 
	 /day
	  $ 225 

	  
	 Truck 1
	  
	 3 
	  $ 150.00 
	 /day
	  $ 450 

	  
	 Truck 2
	  
	 10 
	  $ 100.00 
	 /day
	  $ 1,000 

	  
	 Communications Satellite & Radio
	 13
	  $ 35.00 
	 /hr
	  $ 455 

	  
	 Trailer
	  
	 2
	  $ 25.00 
	 /day
	  $ 50 

	  
	  
	  
	  
	  
	  
	  $ 5,430 

	 Subcontractors
	  
	  
	  
	  
	  

	  
	 Expeditors
	  
	  
	  
	  
	  $ 2,300 

	  
	 Ground Geophysics (mag EM radiom)
	  
	  
	  
	  $ 25,000 

	  
	 Portable Backhoe "digger"
	 10
	  $ 500.00 
	 /day
	  $ 5,000 

	  
	 Helicopter (Bell 206 - including fuel)
	 15
	  $ 1,000.00 
	 /hr
	  $ 15,000 

	  
	 Geological Mapping
	  
	  
	  
	  
	  $ 9,000 

	  
	  
	  
	  
	  
	  
	  $ 56,300 

	 Analyses
	  
	  
	  
	  
	  
	  

	  
	 Soils
	  
	 350
	  $ 55.00 
	 /each
	  $ 19,250 

	  
	 Rocks
	  
	 50
	  $ 55.00 
	 /each
	  $ 2,750 

	  
	  
	  
	  
	  
	  
	  $ 22,000 

	 Expenses
	  
	  
	  
	  
	  
	  

	  
	 Tent Camp & Supplies (7 people)
	 13
	  $ 175.00 
	 /day
	  $ 2,275 

	  
	 Food (7 people)
	  
	 13
	  $ 245.00 
	 /day
	  $ 3,185 

	  
	 Sampling Supplies (fuel, sample bags)
	 13
	  $ 75.00 
	 /day
	  $ 975 

	  
	 Auger bits
	  
	 6
	  $ 100.00 
	 /each
	  $ 600 

	  
	 Mileage
	  
	 1650
	  $ 1.00 
	  /miles 
	  $ 1,650 

	  
	 Travel & Accommodation
	  
	  
	  
	  
	  $ 3,000 

	  
	 Metallogeny Management Fee (15%)
	  
	  
	    
	  $ 16,180 

	  
	  
	  
	  
	  
	  
	  $ 27,865 

	  
	  
	  
	  
	  
	  
	  

	 Sub-Total
	  
	  
	  
	  
	  
	  $ 173,695 

	 Overhead (10%)
	  
	  
	  
	  $ 17,370 

	  
	  
	  
	  
	  
	  
	  

	 TOTAL
	  
	  
	  
	  
	  
	  $ 191,065 


  

 


 April 2012 Letter Agreement – McCord Gold Property, Alaska
 Page 5
 

 

 
 

 

 Schedule "C"
 McCord Gold Property 
 Mutual Area of Interest (AMI)
 Tolovana Mining District, Alaska
 

 

 
 

 


 April 2012 Letter Agreement – McCord Gold Property, Alaska
 Page 6