Gold And Gemstone Mining Inc.: Exhibit 10.1 - Filed by newsfilecorp.com





NIMIKORO CHIEFDOM

Njaiama Nimikoro Town 
Kono District 
Sierra Leone

Ridgeback Mining (Sierra Leone) Limited 
28J Fudia Terrace

Off Spur Loop 
Freetown 
Sierra Leone

Date: May 25, 2012

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 Nimikoro 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 25 acre site in Nyamundu (the
Existing Claims/concessions”), plus the additional new 100 acres mining lands in
Yima and Bakidu, (together 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.

	 	 	 	 	 
	 		o	
      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 Nimikoro
  Chiefdom; the Representatives of the People of Nimikoro 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
  Nimikoro 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/ Aiah Denton Bona

__________________________________
Aiah Denton Bona 
Paramount Chief,
Nimikoro Chiefdom

 

ACCEPTED BY:

/s/ Tom Issic Tucker

__________________________________
By: Tom Issic Tucker, Director –
Ridgeback Mining (Sierra Leone) Limited