Filed by Automated Filing Services Inc. (604) 609-0244 - General Metals Corp. - Exhibit 10.1






MINING PURCHASE AGREEMENT

THIS AGREEMENT is dated for reference February 29, 2008.

BETWEEN:

635239 B.C. LTD.
Suite 650 –
1500 West Georgia Street 
Vancouver, BC V6G 3A9

(the “Vendor”)

AND:

GENERAL METALS CORPORATION
1
East Liberty Street, Suite 6000, Reno, NV 89501

(the “Purchaser”) WHEREAS:

A. The Vendor is the registered beneficial owner of an
undivided one hundred percent (100%) interest in and to those certain mineral
interests which are more particularly described in Schedule "A" attached hereto
(the “Property”); and 

B. The Vendor wishes to sell to the Purchaser an undivided
one-hundred percent (100%) interest in and to the Property and any deposits of
minerals on the Property, and the Purchaser wishes to acquire the same on the
terms and subject to the conditions as are more particularly set forth
herein.

THEREFORE in consideration of the mutual covenants and
agreements in this Agreement, the parties agree as follows:

	1. 	
      DEFINITIONS AND INTERPRETATION

	 	 	 
	1.1 	
      For the purposes of this Agreement:

	 	 	 
		(a) 	
      "Affiliate" means any person, partnership, joint venture,
      corporation or other form of enterprise which directly or indirectly
      controls, is controlled by, or is under common control with, a party to
      this Agreement. For purposes of the preceding sentence, "control" means
      possession, directly or indirectly, of the power to direct or cause
      direction of management and policies through ownership of voting
      securities, contract, voting trust or otherwise;

	 	 	 
		(b) 	
      "Effective Date" means, February 29, 2008;

	 	 	 
		(c) 	
      "Ore" shall mean any minerals of commercial economic
      value mined from the Property;

	 	 	 
		(d) 	
      "Payment" means the payments contemplated in paragraph
      3.2;

	 	 	 
		(e) 	
      "Product" shall mean Ore mined from the Property and any
      concentrates or other materials or products derived therefrom, but if any
      such Ore, concentrates or other







materials or products are further
treated as part of the mining operation in respect of the Property, such Ore,
concentrates or other materials or products shall not be considered to be
"Product" until after they have been so treated.

	 	(f) 	
      "Property" means properties in the Province of Ontario,
      more particularly described in Schedule "A" of this Agreement;

	 	 	 
	 	(g) 	
      "Property Rights" means all licences, permits, easements,
      rights-of-way, certificates and other approvals obtained by either of the
      parties, either before or after the date of this Agreement, and necessary
      for the development of the Property or for the purpose of placing the
      Property into production or of continuing production on the Property;
      and

	 	 	 
	 	(h) 	
      "Shares" means fully paid and non-assessable common
      shares in the capital of the Purchaser, 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.




	1.2 	For the purposes of this Agreement, except as
      otherwise expressly provided or unless the context otherwise requires:
  
	 	  	  
		(a) 	"this Agreement" means this mining acquisition
      agreement and all Schedules attached hereto; 
	 	  	  
		(b) 	any reference in this Agreement to a designated
      "Section", "Schedule", "paragraph" or other subdivision refers to the
      designated section, schedule, paragraph or other subdivision of this
      Agreement; 
	 	  	  
		(c) 	the words "herein" and "hereunder" and other
      words of similar import refer to this Agreement as a whole and not to any
      particular Section or other subdivision of this Agreement; 
	 	  	  
		(d) 	any reference to a statute includes and, unless
      otherwise specified herein, is a reference to such statute and to the
      regulations made pursuant thereto, with all amendments made thereto and in
      force from time to time, and to any statute or regulations that may be
      passed which has the effect of supplementing or superseding such statute
      or such regulation; 
	 	  	  
		(e) 	any reference to "party" or "parties" means the
      Vendor, the Purchaser, or both, as the context requires; 
	 	  	  
		(f) 	the headings in this Agreement are for
      convenience of reference only and do not affect the interpretation of this
      Agreement; and 
	 	  	  
	 	(g) 	all references to currency refer to Canadian
      dollars. 
	 	  	  
	1.3	The following are the Schedules to this
      Agreement, and are incorporated into this Agreement by reference:
  


Schedule "A": Property-Legal Description and Location

2





	2. 	
      REPRESENTATIONS AND WARRANTIES OF THE VENDOR AND THE
      PURCHASER

	 	 	 
	2.1 	
      The Vendor represents and warrants to the Purchaser
      that:

	 	 	 
		(a) 	
      the Vendor is the beneficial owner of the Property and
      the Vendor has the full right, power, capacity and authority to enter
      into, execute and deliver this Agreement;

	 	 	 
		(b) 	
      to the best of the Vendor’s knowledge, the Property is
      free and clear of, and from, all liens, charges and encumbrances with all
      assessment work therein having been duly completed through the year ended
      December 31, 2008;

	 	 	 
		(c) 	
      the Vendor holds all claims, leases and patents issued by
      any government or governmental authority which are necessary in connection
      with the ownership of the Property and owns the reclamation bond referred
      to in section 3.1;

	 	 	 
		(d) 	
      to the best of the Vendor’s knowledge, the Property has
      been properly staked, located and recorded pursuant to the applicable laws
      and regulations of Province of Ontario and all mining claims comprising
      the Property are in good standing;

	 	 	 
		(e) 	
      to the best of the Vendor’s knowledge, there are no
      outstanding agreements or options to acquire the Property or any portion
      thereof, and no person, firm or corporation has any proprietary or
      possessor interest in the Property;

	 	 	 
		(f) 	
      to the best of the Vendor's knowledge, there are no
      outstanding orders or directions relating to environmental matters
      requiring any work, repairs, construction or capital expenditures with
      respect to the Property and the conduct of the operations related thereto,
      and the Vendor has not received any notice of the same and is not aware of
      any basis on which any such orders or direction could be made;

	 	 	 
		(g) 	
      to the best of the Vendor’s knowledge, there is no
      adverse claim or challenge against or to the ownership of or title to any
      part of the Property and, to the best of the Vendor’s knowledge there is
      no basis for such adverse claim or challenge which may affect the
      Property;

	 	 	 
		(h) 	
      the consummation of the transactions contemplated by this
      Agreement does not and will not conflict with, constitute a default under,
      result in a breach of, entitle any person or company to a right of
      termination under, or result in the creation or imposition of any lien,
      encumbrance or restriction of any nature whatsoever upon or against the
      property or assets of the Vendor, under its constating documents, any
      contract, agreement, indenture or other instrument to which the Vendor is
      a party or by which it is bound, any law, judgment, order, writ,
      injunction or decree of any court, administrative agency or other tribunal
      or any regulation of any governmental authority;

	 	 	 
		(i) 	
      there are no actual or pending proceedings for, and the
      Vendor is unaware of any basis for, the institution of any proceedings
      leading to the placing of the Vendor in bankruptcy or subject to any other
      laws governing the affairs of insolvent parties and the Property does not
      represent all or substantially all of the Vendor’s corporate
      undertaking;

	 	 	 
		(j) 	
      to the best of the Vendor’s knowledge, reclamation and
      rehabilitation of those parts of the Property which have been previously
      worked have been properly completed in compliance with all applicable
      laws;



3





	 	(k) 	
      to the best of the Vendor’s knowledge, the Vendor has
      advised the Purchaser of all of the material information relating to the
      mineral potential of the Property; and

	 	 	 
	 	(l) 	
      to the best of the Vendor’s knowledge, there are no mine
      workings or waste dumps or mine tailings on the
property.




	2.2 	
      The representations and warranties contained in paragraph
      2.1 are provided for the exclusive benefit of the Purchaser, and a breach
      of any one or more representations or warranties may be waived by the
      Purchaser in whole or in part at any time without prejudice to its rights
      in respect of any other breach of the same or any other representation or
      warranty, and the representations and warranties contained in paragraph
      2.1 will survive the execution and delivery of this Agreement. 

	  	
       
	
       

	2.3 	
      The Purchaser represents and warrants to the Vendor that:
      

	  		
		
      (a) 
	
      the Purchaser is a valid and subsisting corporation duly
      incorporated and in good standing under the laws of the State of Delaware;
       

	  		
		
      (b) 
	
      the Purchaser has the full right, power, capacity and
      authority to enter into, execute and deliver this Agreement and to be
      bound by its terms;  

	  		
		
      (c) 
	
      the consummation of this Agreement will not conflict with
      nor result in any breach of its constating documents or any covenants or
      agreements contained in or constitute a default under any agreement or
      other instrument whatever to which the Purchaser is a party or by which
      the Purchaser is bound or to which the Purchaser may be subject; and
    

	  		
		
      (d) 
	
      no proceedings are pending for, and the Purchaser is
      unaware of any basis for, the institution of any proceedings leading to
      the placing of the Purchaser in bankruptcy or subject to any other laws
      governing the affairs of insolvent parties. 

	  		
	2.4 	
      The representations and warranties contained in paragraph
      2.3 are provided for the exclusive benefit of the Vendor, and a breach of
      any one or more representations or warranties may be waived by the Vendor
      in whole or in part at any time without prejudice to its rights in respect
      of any other breach of the same or any other representation or warranty,
      and the representations and warranties contained in paragraph 2.3 will
      survive the execution and delivery of this Agreement. 

	  		
	2.5 	
      The Vendor and the Purchaser acknowledge that the Vendor
      will maintain control of the Property, subject to this Agreement, and
      subject to all appropriate local and national governmental approvals and
      environmental considerations.  

	  		
	3. 	
      PURCHASE 

	  		
	3.1 	
      The Vendor hereby sells to the Purchaser a one-hundred
      percent (100%) undivided interest in and to the Property and all minerals
      on the Property, free and clear of all claims, taxes, liens or
      encumbrances, on the terms and conditions set out herein, including all
      historical and technical data in regards to the Property and a reclamation
      bond deposit in the approximate amount of $37,000.  

	  		
	3.2 	
      The consideration payable by the Purchaser to the Vendor
      pursuant to this Agreement shall be: 

	  		
		
      (a) 
	
       $140,000 cash, to be provided as follows:


	  		
	 		
      (i)
	
      $15,000 to be provided within five days of the Effective
      Date; 



4





	 	(ii) 	
      $25,000 to be provided by March 15, 2008;

	 	 	 
	 	(iii) 	
      $25,000 to be provided by May 15, 2008 upon which time
      closing shall occur; and

	 	 	 
	 	(iv) 	
      $75,000 to be provided by June 15, 2008 failure of which
      payment will result in rescission of this Agreement;
and




	 	(b) 	
      700,000 restricted Shares of common stock of the
      Purchaser and 700,000 share purchase warrants, with each warrant
      exercisable into one restricted Share of common stock at a price of $0.20
      per Share for a period of two years, to be issued no later than March 15,
      2008.




	3.3 	
      If the Purchaser identifies any material defect in the
      Vendor’s title to the Property, the Purchaser shall give the Vendor notice
      of such defect. If the defect has not been cured within 60 days of receipt
      of such notice, the Purchaser shall be entitled to take such curative
      action as is reasonably necessary, and shall be entitled to deduct the
      costs and expenses incurred in taking such action from Payments then
      otherwise due or accruing due to the Vendor, not to exceed 50% of any
      payment balance due to the Vendor.  

	
	  	
       

	3.4 	
      If any third party asserts any right or claim to the
      Property or to any amounts payable to the Vendor, the Purchaser may
      deposit up to 50% of any amounts otherwise due to the Vendor in escrow
      with a suitable agent until the validity of such right or claim has been
      finally resolved. If the Purchaser deposits said amounts in escrow, the
      Purchaser shall be deemed not in default under this Agreement for failure
      to pay such amounts to the Vendor.  

	
	  	
       

	4. 	
      PROPERTY EXPLORATION AND MAINTENANCE 

	  	
       

	4.1 	
      The Purchaser shall be the operator in connection with
      the Property. 

	  	
       

	4.2 	
      The Purchaser agrees that when acting as operator it will
      submit reports of its exploration activities on the Property to the
      appropriate government or regulatory authorities as may be required to
      maintain the Property in good standing and will further provide copies of
      such information to the Vendor.  

	
	  	
       

	5. 	
      RIGHT OF ENTRY 

	  	
       

	5.1 	
      The Purchaser and its employees, agents, directors,
      officers and independent contractors will have the exclusive right in
      respect of the Property to:  

	
	  	
       

		
      (a) 
	
      enter the Property without disturbance;  

	  	
		
      (b) 
	
      do such prospecting, exploration, development and/or
      other mining work on and under the Property to carry out exploration
      expenditures as the Purchaser may determine necessary or desirable;
       

	  	
       

		
      (c) 
	
      bring and erect upon the Property such buildings, plant,
      machinery and equipment as the Purchaser may deem necessary or desirable
      in its sole discretion; and  

	  	
		
      (d) 
	
      remove from the Property all metals and minerals derived
      from its operations on the Property as may be deemed necessary by the
      Purchaser for testing.  



5





	
      6. 
	
      RECORDING OF AGREEMENT 

	
      
	
       

	
      6.1 
	
      The Vendor and the Purchaser will execute and deliver
      such additional documentation as legal counsel for the Vendor and the
      Purchaser determine is necessary in order to duly register and record in
      the appropriate registration and recording offices notice that the
      Vendor’s interest in and to the Property is subject to and bound by the
      terms of this Agreement.  

	
      
	
       

	
      7. 
	
      CONDITIONS PRECEDENT 

	
      
	
       

	
      7.1 
	
      The obligation of the Purchaser to consummate the
      transactions contemplated under this Agreement is subject to the Purchaser
      being satisfied with the title to the Property held by the Vendor which is
      for the Purchaser’s sole benefit and may be waived in writing by the
      Purchaser.  

	
      
	
       

	
      8. 
	
      JOINT OBLIGATIONS 

	
      
	
       

	
      8.1 
	
      Unless this Agreement is terminated in accordance with
        paragraph 12.1, the parties covenant and agree with each other that during
        the Payment period in paragraph 3.2, they will co-operate in good faith
        to:  




	 	(a) 	
      maintain the Property in good standing by doing and
      filing all assessment work or making payments in lieu thereof and by
      performing all other acts which may be necessary in order to keep the
      Property in good standing and free and clear of all liens and other
      charges arising from or out of the Purchaser's activities on the
      Property;

	 	 	
       

	 	(b) 	
      do all work on the Property in accordance with sound
      mining, exploration and engineering practices and in compliance with all
      applicable laws, bylaws, regulations, orders, and lawful requirements of
      any governmental or regulatory authority and comply with all laws
      governing the possession of the Property, including, without limitation,
      those governing safety, pollution and environmental matters;
and,

	 	 	
       

	 	(c) 	
      maintain true and correct books, accounts and records of
      operations thereunder, such records to be open at all reasonable times
      upon reasonable notice for inspection by the other party or its duly
      authorized representative.




	9. 	
      RIGHTS AND OBLIGATIONS AFTER TERMINATION


	  	
      

	9.1 	
      If this Agreement terminates pursuant to the provisions
      of paragraph 12.1, then the Purchaser will deliver a deed of quit claim or
      other appropriate instrument to the Vendor in recordable form whereby the
      Purchaser will acknowledge and agree that it has no interest either legal
      or equitable in and to the Property.  

	  	
      

	10. 	
      FORCE MAJEURE 

	  	
      

	10.1 	
      If either party is at any time during the Payment Period
      is prevented or delayed in complying with any of the provisions of this
      Agreement (the "Affected Party") by reason of strikes, lockouts, land
      claims and blockages, NGO activities, forest or highway closures,
      earthquakes, subsidence, general collapse or landslides, interference or
      the inability to secure on reasonable terms any private or public permits
      or authorizations, labour, power or fuel shortages, fires, wars, acts of
      God, civil disturbances, governmental regulations restricting normal
      operations, shipping delays or any other reason or reasons beyond the
      reasonable control of the Affected Party whether or not foreseeable
      (provided that lack of sufficient funds to carry out exploration on the
      Property will be deemed not to be beyond the reasonable control of the
      Affected Party), then the time limited for the performance by the Affected
      Party  



6





		
      of its obligations hereunder will be extended by a period
      of time equal in length to the period of each such prevention or delay.
      Nothing in this paragraph 10.1 or this Agreement will relieve either Party
      from its obligation to maintain the claims comprising the Property in good
      standing and to comply with all applicable laws and regulations including,
      without limitation, those governing safety, pollution and environmental
      matters. 

	  	
       

	10.2 	
      The Affected Party will promptly give notice to the other
      party of each event of force majeure under paragraph 10.1 within 7 days of
      such event commencing and upon cessation of such event will furnish the
      other party with written notice to that effect together with particulars
      of the number of days by which the time for performing the obligations of
      the Affected Party under this Agreement has been extended by virtue of
      such event of force majeure and all preceding events of force
      majeure.  

	
      
	 
	
      11. 
	
      CONFIDENTIAL INFORMATION 

	
      
	 
	
      11.1 
	
      The terms of this Agreement and all information
      obtained in connection with the performance of this Agreement will be the
      exclusive property of the parties hereto and except as provided in
      paragraph 11.2, will not be disclosed to any third party or the public
      without the prior written consent of the other party, which consent will
      not be unreasonably withheld. 

	
      
	 
	
      11.2 
	
      The consent required by paragraph 11.1 will not apply to
      a disclosure: 

	
      
	 
	
      
	
      (a) 
	
      to an Affiliate, consultant, contractor or subcontractor
      that has a bona fide need to be informed;  

	
      
	 
	
      
	
      (b) 
	
      to any third party to whom the disclosing party
      contemplates a transfer of all or any part of its interest in this
      Agreement;  

	
      
	 
	
      
	
      (c) 
	
      to a governmental agency or to the public which such
      party believes in good faith is required by pertinent laws or regulation
      or the rules of any applicable stock exchange;  

	
      
	 
	
      

      

      
	
      (d) 
	
      to an investment dealer, broker, bank or similar
      financial institution, in confidence if required as part of a due
      diligence investigation by such financial institution in connection with a
      financing required by such party or its shareholders or affiliates to
      meet, in part, its obligations under this Agreement;
  or  

	
      
	 
	
      
	
      (e) 
	
      in a prospectus or other offering document pursuant to
      which such party proposes to raise financing to meet, in part, its
      obligations under this Agreement.  

	
      
	 
	
      12. 
	
      DEFAULT AND TERMINATION 

	
      
	 
	
      12.1 
	
      Subject to section 10, if at any time during the Payment
      Period, a party is in default of any requirement of this Agreement or is
      in breach of any provision contained in this Agreement, the party affected
      by the default (the "Non-Defaulting Party") may terminate this Agreement
      by giving written notice of termination to the other party but only if:
      

	
      
	 
		
      (a) 
	
      it will have given to the other party written notice of
      the particular failure, default, or breach on the part of the other party;
      and  

	
      
	 
		
      (b) 
	
      the other party has not, within 30 days following
      delivery of such written notice of default, cured such default or
      commenced to cure such default, it being agreed by each party that should
      it so commence to cure any default it will prosecute such cure to
      completion without undue delay.  



7





	12.2 	
      Notwithstanding any termination of this Agreement, the
      Purchaser will remain liable for those obligations specified in Sections
      9, 11 and 13 and the Vendor will remain liable for its obligations under
      Subsection 3.4 and Sections 11 and 13.  

	  	
       

	13. 	
      INDEPENDENT ACTIVITIES 

	  	
       

	13.1 	
      Except as expressly provided herein, each party shall
      have the free and unrestricted right to independently engage in and
      receive the full benefit of any and all business endeavours of any sort
      whatsoever, whether or not competitive with the endeavours contemplated
      herein without consulting the other or inviting or allowing the other to
      participate therein. No party shall be under any fiduciary or other duty
      to the other which will prevent it from engaging in or enjoying the
      benefits of competing endeavours within the general scope of the
      endeavours contemplated herein. The legal doctrines of "corporate
      opportunity" sometimes applied to persons engaged in a joint venture or
      having fiduciary status shall not apply in the case of any party. In
      particular, without limiting the foregoing, no party shall have any
      obligation to any other party as
to:  




	 	(a) 	
      any opportunity to acquire, explore and develop any
      mining property, interest or right presently owned by it or offered to it
      outside of the Property at any time; and

	 	 	 
	 	(b) 	
      the erection of any mining plant, mill, smelter or
      refinery, whether or not such mining plant, mill, smelter or refinery
      treats ores or concentrates from the Property.




	14. 	
      INDEMNITY 

	  	
       

	14.1 	
      The Vendor covenants and agrees with the Purchaser (which
      covenant and agreement will survive the execution, delivery and
      termination of this Agreement) to indemnify and save harmless the
      Purchaser against all liabilities, claims, demands, actions, causes of
      action, damages, losses, costs, expenses or legal fees suffered or
      incurred by the Purchaser, directly or indirectly, by reason of or arising
      out of any warranties or representations on the part of the Vendor herein
      being untrue or arising out of work done by the Vendor on or with respect
      to the Property.  

	
	  	
       

	14.2 	
      The Purchaser covenants and agrees with the Vendor (which
      covenant and agreement will survive the execution, delivery and
      termination of this Agreement) to indemnify and save harmless the Vendor
      against all liabilities, claims, demands, actions, causes of action,
      damages, losses, costs, expenses or legal fees suffered or incurred by
      reason of or arising out of any warranties or representations on the part
      of the Purchaser herein being untrue or arising out of the Purchaser and
      its duly authorized representatives accessing the
    Property.  

	  	
       

	15. 	
      INDEPENDENT LEGAL ADVICE





	 		
      The Vendor acknowledges that:

	 	 	 
	 	(a) 	
      this Agreement was prepared by Clark Wilson LLP for the
      Purchaser;

	 	 	 
	 	(b) 	
      Clark Wilson LLP received instructions from the Purchaser
      and does not represent the Vendor;

	 	 	 
	 	(c) 	
      the Vendor has been requested to obtain its own
      independent legal advice on this Agreement prior to signing this
      Agreement;

	 	 	 
	 	(d) 	
      the Vendor has been given adequate time to obtain
      independent legal advice;



8





	 	(e) 	
      by signing this Agreement, the Vendor confirms that it
      fully understands this Agreement; and

	 	 	 
	 	(f) 	
      by signing this Agreement without first obtaining
      independent legal advice, the Vendor waives its right to obtain
      independent legal advice.




	16. 	GOVERNING LAW 
	  	  
	16.1 	
      This Agreement will be construed and in all respects
      governed by the laws of the State of Nevada.

	  	
      

	17. 	
      NOTICES 

	  	
      

	17.1 	
      All notices, payments and other required communications
      and deliveries to the parties hereto will be in writing, and will be
      addressed to the parties as follows or at such other address as the
      parties may specify from time to time: 




	 	(a) 	to the Vendor: 
	 	 	 
	 	  	635239 B.C. Ltd. 
	 	  	Suite 650 – 1500 West Georgia Street 
	 	  	Vancouver, BC V6G 3A9 
	 	 	 
	 	  	Attention: Mark Epstein 
	 	 	 
	 And: 		  
	 	(b) 	to the Purchaser: 
	 	 	 
	 	  	General Metals Corporation 
	 	  	1 East Liberty Street, Suite 6000 
	 	  	Reno, NV 89501 
	 	 	 
	 	  	Attention: Mr. Stephen Parent 
	 	 	 
	 	  	with a copy to: 
	 	 	 
	 	  	Clark Wilson LLP 
	 	  	800-885 West Georgia Street 
	 	  	Vancouver BC, V6C 3H1 
	 	 	 
	 	  	Attention: Mr. Bill Macdonald 
	 		
      Fax: 604-687-6314  



Notices must be delivered, sent by
telex, telegram, Telecopier or mailed by pre-paid post and addressed to the
party to which notice is to be given. If notice is sent by telex, telegram or
Telecopier or is delivered, it will be deemed to have been given and received at
the time of transmission or delivery. If notice is mailed, it will be deemed to
have been received five business days following the date of the mailing of the
notice. If there is an interruption in normal mail service due to strike, labour
unrest or other cause at or prior to the time a notice is mailed the notice will
be sent by telex, telegram or Telecopier or will be delivered.

9





	17.2 	Either party hereto at any time or
      from time to time notify the other party in writing of a change of address
      and the new address to which a notice will be given thereafter until
      further change. 
	  	  
	18. 	ASSIGNMENT 
	  	  
	18.1 	Each party has the right to assign
      all or any part of its interest in the Property and this Agreement. It
      shall be a condition to any such assignment that the assignee of the
      interest being transferred agrees in writing to be bound by the terms of
      this Agreement, as if it had been an original party hereto. 
	  	  
	19. 	ARBITRATION 
	  	  
	19.1 	If there is any disagreement, dispute
      or controversy (hereinafter collectively called a "dispute") between the
      parties with respect to any matter arising under this Agreement or the
      construction hereof, then the dispute shall be determined by arbitration
      in accordance with the following procedures: 
	  	  
		(a) 	 the parties to the dispute shall appoint
      a single mutually acceptable arbitrator. If the parties cannot agree upon
      a single arbitrator, then the party on one side of the dispute shall name
      an arbitrator, and give notice thereof to the party on the other side of
      the dispute; 
	  	  
		(b) 	 the party on the other side of the
      dispute shall within 14 days of the receipt of notice, name an arbitrator;
      and 
	  	  
		(c) 	 the two arbitrators so named shall,
      within seven days of the naming of the later of them, name a third
      arbitrator. If the party on either side of the dispute fails to name its
      arbitrator within the allotted time, then the arbitrator named may make a
      determination of the dispute. Except as expressly provided in this
      paragraph, the arbitration shall be in accordance with the Commercial
      Arbitration Act (British Columbia) and conducted in Vancouver BC. The
      decision shall be made within 30 days following the naming of the latest
      of them, shall be based exclusively on the advancement of exploration,
      development and production work on the Property and not on the financial
      circumstances of the parties, and shall be conclusive and binding upon the
      parties. The costs of arbitration shall be borne equally by the parties to
      the dispute unless otherwise determined by the arbitrator(s) in the award.
    
	  	  
	20. 	ENTIRE AGREEMENT 
	  	  
	20.1 	This Agreement constitutes the entire
      agreement between the Vendor and the Purchaser and will supersede and
      replace any other agreement or arrangement, whether oral or in writing,
      previously existing between the parties with respect to the subject matter
      of this Agreement. 
	  	  
	21. 	CONSENT OR WAIVER 
	  	  
	21.1 	No consent or waiver, express or
      implied, by either party hereto in respect of any breach or default by the
      other party in the performance by such other party of its obligations
      under this Agreement will be deemed or construed to be consent to or
      waiver or any other breach or default. 
	  	  
	22. 	FURTHER ASSURANCES 
	  	  
	22.1 	The parties will promptly execute, or
      cause to be executed, all bills of sale, transfers, documents, conveyances
      and other instruments of further assurance which may be reasonably
      necessary 


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or advisable to carry out fully the
intent and purpose of this Agreement or to record wherever appropriate the
respective interests from time to time of the parties hereto in and to the
Property.

	23. 	SEVERABILITY 
	 	 
	23.1 	If any provision of this Agreement is or will
      become illegal, unenforceable or invalid for any reason whatsoever, such
      illegal, unenforceable or invalid provisions will be severable from the
      remainder of this Agreement and will not affect the legality,
      enforceability or validity of the remaining provisions of this Agreement.
    
	  
	24. 	ENUREMENT 
	 	 
	24.1 	This Agreement will enure to the benefit of and
      be binding upon the parties hereto and their respective successors and
      assigns. 
	 
	25. 	AMENDMENTS 
	 	 
	25.1 	This Agreement may only be amended in writing
      with the mutual consent of all parties. 
	 	 
	26. 	COUNTERPARTS 
	 	 
	26.1 	This Agreement may be executed in any number of
      counterparts and by facsimile transmission with the same effect as if all
      parties hereto had signed the same document. All counterparts will be
      construed together and constitute one and the same agreement. IN WITNESS
      WHEREOF the parties hereto have executed this Agreement the 29th day of
      February, 2008 



	GENERAL METALS CORPORATION
    
	 
	 Per:	 /s/ Stephen Parent 	
	 	  Authorized Signatory 	
	 	 	 
	635239 B.C. LTD. 
	 
	 Per: 	/s/ signed 	
	 	  Authorized Signatory 	


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SCHEDULE "A"

BANNOCKBURN GOLD PROPERTY

The Bannockburn Gold Property consists of two (2) mineral
claims as well as rights to the Lloyd Patent located in the Madoc Township,
Hastings County, Province of Ontario, Canada.

	Claim Name 	Lot No. 	Concession 	Type of Interest 
	EO652301 Leased 	Part of 29 	VI 	Mining Lease 
	EO652302 Leased 	Part of 29 	VI 	Mining Lease 
	Lloyd Patent 	Part of 28 	V 	Fee Simple Ownership
  


Bannockburn portion: Mineral Claims covering Part of Lot
28, Concession 5, Madoc Twp., County of Hastings, Ontario, lying to the west of
the most westerly bank of Moira River of approximately 125 acres; and

Mono portion: Leased Mining Claims EO652301, containing
54.88 acres, more or less, composed of that part of Lot 29, concession VI, in
Madoc Twp., County of Hastings, designated as Part 8 on said plan and Mining
Claim EO652302, containing more or less 48.46 acres and being composed of Lot
29, Concession VI, in said Twp. designated Parts 9, 10 and 11 on said Plan and
covering in aggregate the East 1/2 of Lot 29, Concession 6, Madoc Twp., Hastings
County, Ontario.

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