Gold and GemStone Mining Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






NIMIYAMA CHIEFDOM

	Jaiama Sewafe 
	Kono District 
	Sierra Leone 
	  
	May 18, 2012 



	Ridgeback Mining (Sierra Leone) Limited 
	28J Fudia Terrace 
	Off Spur Loop 
	Freetown 
	Sierra Leone 


Date: 

LETTER AGREEMENT FOR THE EXTENSION TO MINING LANDS ISSUED TO
RIDGEBACK MINING SIERRA LEONE LIMITED

Dear Sir,

I refer to the letter agreement dated 2nd October,
2010 addressed to you/your company. The People of Nimiyama Chiefdom, through the
Land Allocation Committee and Paramount Chief hereby grant Ridgeback Mining
(Sierra Leone) Limited (the “Company”) exclusive and official extension to the
letter agreement and confirm that the original 50 acre site (the Existing
Claims/concessions”), plus the additional new mining lands (the “New
Claims/concessions”), as detailed below, collectively referred to as “the
Allotted Land” are hereby allocated to the Company subject to the following
terms and conditions:

	
      	

	
      The expiration date of the right to mine on the Allotted
      Land will be for an initial period of 12 months from the date of this
      letter agreement (the “Extension Period”).

	 	 	 	 
	
      	

	
      During the Extension Period the Company will have
      exclusive right(s) to conduct geological studies, clearing of overburden,
      complete environmental studies/survey, preliminary artisanal mining
      activities and conduct other preliminary prospecting activities as
      required to ascertain the feasibility for commercial exploration and
      production facilities within the Allotted Land. Provided that the Company
      adheres to the terms of the Mining Laws as set out in the Mines and
      Minerals Act of 2009 and fulfilling all obligations to the community and
      government.

	 	 	 	 
	
      	

	
      Upon the commencement of commercial mining operations
      (the “Commercial Operations” on the Allotted Land and provided the Company
      abides by the terms of the Mining Laws as set out in the Mines and
      Minerals Act of 2009 together with all relevant laws currently in force in
      the Republic of Sierra Leone and fulfilling all obligations to the
      community and government; the expiration date of the mining rights
      automatically is extended to a minimum 5 year period (the “Active Mining
      Period”). The Company will retain the exclusive right(s) to extend the
      period of mining for further 5 year periods beyond the Active Mining
      Period.

	 	 	 	 
		
      	

	
      For the purpose of this agreement commencement of
      ‘Commercial Operations’ can be considered as one or all of the
      following:

	 	 	 	 
			
      	

	
      Upon the Company securing $1,500,000 (US Dollars) or more
      investment for the exploitation of the Allotted Land;

	 	 	 	 
			
      	

	
      Upon the Company bringing heavy commercial machinery to
      the Allotted Land for commercial exploration activities;

	 	 	 	 
			
      	

	
      Upon the company extracting in excess of 5,000 carats of
      Gem Grade diamonds from the Allotted Land.








		

	The Chiefdom hereby confirms that the New
      Claims/Concessions will be made available to the Company upon the
      commencement of Commercial Operations on the Existing Claims. These
      additional Claims/Concessions are believed to be productive mining lands
      and have been reserved for mining development by the Chiefdom. The Company
      will have the full discretion in accepting or rejecting the New
      Claims/Concessions. 
	  	  
		

	In the event the Company does not meet its
      obligations under this Letter Agreement and/or does not adhere to the
      terms of the Mining Laws as set out in the Mines and Minerals Act of 2009,
      other relevant laws currently in force in the Republic of Sierra Leone and
      fulfilling all/any of its obligations to the Government of the Republic of
      Sierra Leone, the community of Nimiyama Chiefdom; the Representatives of
      the People of Nimiyama Chiefdom may issue written notice to the Company of
      the items of default. If the items of default raised are not remedied
      within 30 days of the said notice the People of Nimiyama Chiefdom through
      the pertinent Authority(ies) may terminate the rights granted to the
      Company under this Letter Agreement. 


Upon commencement of Commercial Operations the Company will pay
a royalty fee to the Chiefdom for the granting of the extension to the Existing
Claims/Concessions and addition of any New Claims/Concessions accepted by the
Company and shall be defined as a set percentage of net profits retained by the
Company from successful mining operations. This fee shall be subject to a
separate royalty fee agreement. 

All land will be issued free from encumbrances and
litigation.

The Company will adhere to the highest quality of social
responsibility and will work with Chiefdom leaders to help develop and build
community related projects in the areas surrounding the Allotted Land.

The Company is entitled to assign its rights, interests or
obligations under this Letter Agreement in to a Joint Venture company which
would become the operating entity for Commercial Operations on the Allotted
Land. The Company will inform the Chiefdom in writing of this assignment and
will provide full registration and contact details of the newly formed JV
Company. 

We very much look forward to developing a longstanding,
successful and mutual relationship with the Company and its stakeholders. 

	Yours Faithfully, 	 
	  	 
	  	 
	  	 
	/s/ George
      Bockaire Torto III 	 
	George Bockaire Torto III 	 
	Paramount Chief 	 
	The Nimiyama Chiefdom 	 
	  	 
	  	 
	ACCEPTED BY: 	 
	  	 
	  	 
	/s/ Tom Issic 	 
	By: Tom Issic Tucker, Director – Ridgeback Mining
      (Sierra Leone) Limited