exhibit10_14.htm


    Exhibit
10.14

    


    


    



    

      
        
           


        

        
          Exhibit
10.14 - 1

          
            

          

        

        
           


        

      


      


       

      


       

      OPTION
AGREEMENT

       

      


       

      made
between

       

      


       

      TNR
GOLD CORP.

       

      


       

      ANTONIO
AUGUSTIN GIULIANOTTI

       

      


       

      and

       

      


       

      FABIO
MONTANARI

       

      


       

      


       

      March 21,
2007

       

      


       

      


       

      


       


      
        
           


        

        
          Exhibit
10.14 - 2

          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

       

      


       

       

      ARTICLE 1

      INTERPRETATION

      
      

       

      
        	 1.1                 Definitions	 2
	 1.2                 Included
      Words	 5
	 1.3                 Headings	 5
	 1.4                 References	 5
	 1.5                 Currency	 5
	 1.6                 Knowledge	 5
	 1.7                 Schedules	 5
	 1.8                 Governing
      Law	 6
	 1.9                 Severability	 6


      

       

       

      ARTICLE 2

      REPRESENTATIONS
AND WARRANTIES

       

      
      

       

      
        	 2.1                 Mutual
      Representations and Warranties	 6
	 2.2                 Optionor's
      Representations and Warranties	 6
	 2.3                 Optionee's
      Representations and Warranties	 7
	 2.4                 Titleholders
      Representations and Warranties	 8
	 2.5                 Survival
      of Representations and Warranties	 9


      

       

       

      ARTICLE 3

      OPTION

      
      

       

      
        	 3.1                 Titleholder
      Approval and Acknowledgement	 9
	 3.2                 Grant
      of Option	 9
	 3.3                 Earn
      In	 9
	 3.4                 Optionee’s
      Election to Terminate 	 11
	 3.5                 Termination
      with No Interest 	 11
	 3.6                 Expenditure
      Statement and Audit 	 12


      

       

       

      ARTICLE 4

      OPTION
PERIOD RIGHTS AND OBLIGATIONS

      
      

       

      
        	 4.1                 Optionee's
      Right of Entry	 12
	 4.2                 Optionor’s
      and Titleholder’s Obligations	 13
	 4.3                 Optionee's
      Obligations	 13
	 4.4                 Management
      Committee	 14
	 4.5                 Emergency
      Expenditures 	 14
	 4.6                 Registered
      Title	 14
	 4.7                 Abandonment
      of Property	 15


      

       

       

      ARTICLE 5

      FORMATION
OF JOINT VENTURE

       

      
      

       

      
        	 5.1                 Formation
      of Joint Venture 	 15
	 5.2                 Initial
      Interests and Expenditures	 16
	 5.3                 Joint
      Venture Operator	 16


      

       

       

      ARTICLE 6

      TRANSFERS

       

      
        	 6.1                 Limitations
      on Transfers	 16
	 6.2                 Prohibited
      Dispositions	 16
	 6.3                 Right
      of First Offer	 16
	 6.4                 Exceptions	 17
	 6.5                 Conditions
      of Transfers	 17
	 6.6                 Partial
      Transfers	 17


      

       

      ARTICLE 7

      FORCE
MAJEURE

       

      
        	 7.1                 Events	 18
	 7.2                 Effect
      of Force Majeure	 18
	 7.3                 Obligation
      to Remove Force Majeure	 18
	 7.4                 Giving
      Notice	 18


      

       

       

      ARTICLE 8

      CONFIDENTIAL
INFORMATION

       

      
        	 8.1                 Confidential
      Information	 18
	 8.2                 Information
      in Public Domain	 19
	 8.3                 News
      Release	 19


      

       

       

      ARTICLE 9

      ARBITRATION

       

      
        	 9.1                 Single
      Arbitrator	 19 
	 9.2                 Prior
      Notice	 19
	 9.3                 No
      Agreement	 19
	 9.4                 Conduct
      of Arbitration	 19


      

       

       

      ARTICLE 10

      AREA
OF INTEREST

       

      
        	 10.1                 Limitation
      on Acquisitions	 20
	 10.2                 Acquisition
      of Additional Property	 20
	 10.3                 Notice
      of Rejection	 20
	 10.4                 Title
      to Additional Property	 20
	 10.5                 Further
      Assurance	 20
	 10.6                 Non-Compliance
      Constitutes Default	 21


      

       

       

      ARTICLE 11

      NOTICE

       

      
        	 11.1             Method	 21
	 11.2                 Amending
      Addresses	 21


      

       

      ARTICLE 12

      GENERAL

       

      
        	 12.1               
      Other Activities and Interests	 21
	 12.2                 Entire
      Agreement	 21
	 12.3                 No
      Waiver	 22
	 12.4                 Further
      Assurances	 22
	 12.5                 Manner
      of Payment	 22
	 12.6                 Enurement	 22
	 12.7                 Special
      Remedies	 22
	 12.8                 Time
      of the Essence	 22
	 12.9                 Counterparts
      and Fax Execution	 22


      

       

       

      SCHEDULE
A – Original Contract

       

      SCHEDULE
B - Terms for Joint Venture Agreement

       

      SCHEDULE
C – Letter of Intent

       

      


       


      
        
           


        

        
          Exhibit
10.14 - 3

          
            

          

        

        
           


        

      


      


       

      OPTION
AGREEMENT

       

      THIS AGREEMENT made effective
as of the  21day of March, 2007.

       

      BETWEEN:

       

      FABIO MONTANARI., a
businessman residing at Via Il Perugino 8, 09121 Cagliari Italy,  fax:
+39 070 548 90 16,

       

      ("Optionor")

       

       OF
THE FIRST PART

       

      AND:

       

      TNR Gold Corp., a corporation
organized under the laws of British Columbia and having an office at 620 – 650
West Georgia Street, Vancouver, British Columbia, V6B 4N9, fax (604) 687
4670

       

      ("Optionee")

       

       OF
THE SECOND PART

       

      
        	
                AND

              	
                ANTONIO AUGUSTIN
      GIULIANOTTI, a businessman residing at Doctor Aparicio Road 667, in
      the district of Nieve of San Salvador de Jujuy,  Tel.,
      54-388-422722

              


      

       

      ("Titleholder")

       

       OF
THE FIRST PART

       

      


       

      


       

      WHEREAS:

       

      (A)                      Pursuant
to a Contract for Exploration with the Option to Purchase between the Optionor
and the Titleholder, dated December 19, 2005 (the “Original Contract”) the
Optionor has a right to acquire a 100% interest in the following Mining Rights,
which are registered in the name of the Titleholder:

       

      
        	
                 
      

              	
                -

              	
                the
      Mining Right identified as “Expediente 88G32”,
      registered in the Mining Office of the Province of Jujuy and recorded as
      Eureka Mine, situated in the district of Santa Catalina of this Province,
      with an area of forty two hectares (42 hectares)
  and;

              


      

       

      
        	
                 
      

              	
                -

              	
                the
      Mining Right 020-G-1997 recorded as Sur Eureka Mine with an area of two
      thousand nine hundred twenty six hectares (2926
  hectares).

              


      

       

      
        	
                 
      

              	
                Which
      are jointly referred to herein as the “Property”

              


      

       

       

      
        
           

        

        
          Exhibit
10.14 - 4

          
            

          

        

        
           

        

      

       

      (B) The
Optionor and the Optionee have entered into a binding Letter of Intent dated
February 5, 2007 (the “Letter of Intent”) whereby the Optionor granted the
Optionee the right to acquire a 75% interest in the Property,  subject
always to the Original Contract, and the parties wish to further formalize that
agreement on the terms and conditions contained herein;

       

      (C) The
Titleholder is a party hereto to acknowledge this agreement and the terms it
contains.

       

      NOW THEREFORE THIS AGREEMENT
WITNESSES that for and in consideration of the sum of $10 now paid by the
Optionee to the Optionor and Titleholder, the receipt of which is hereby
acknowledged by the Optionor and Titleholder, and for other good and valuable
consideration, the receipt and sufficiency whereof is hereby acknowledged by the
Optionor and Titleholder, the Parties agree as follows:

       

      ARTICLE 1

      INTERPRETATION

       

      
        	
                1.1  

              	
                Definitions

              


      

       

      For the
purposes of this Agreement, except as otherwise defined herein, the following
capitalized words and phrases when used herein have the following
meanings:

       

      Additional Property means any
Mineral Rights or Surface Rights acquired within the Area of Interest and which
become a part of the Property as contemplated in Article 10.

       

      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.  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.

       

      Area of Interest means all
property, rights or mining interest acquired by any of the Parties during the
validity of this Agreement or the Original Contract, in the areas contiguous to
and within half a kilometre of the boundary of the Mining Estate as defined in
the Original Contract.

       

      Business Day means a day on
which commercial banks are open for business in Buenos Aires,
Argentina.

       

      Effective Date means the
effective date of this Agreement, being the date set out on the first page of
this Agreement.

       

      Election Notice has the
meaning set out in section 3.3(a)b(ii)

       

      Encumbrance means any
mortgage, charge, pledge, hypothecation, security interest, assignment, lien
(statutory or otherwise), charge, title retention agreement or arrangement,
royalty, restrictive covenant or other encumbrance of any nature.

       

      Expenditures means all costs
and expenses of whatever kind or nature spent or incurred by or on behalf of the
Optionee from the date hereof in the conduct of exploration and development
activities on or in relation to the Property including, without
limitation:

       

      
        
           

        

        
          Exhibit
10.14 - 5

          
            

          

        

        
           

        

      

       

      
        	
                (a)  

              	
                in
      holding the Property in good standing (including any monies expended as
      required to comply with applicable laws and regulations, such as for the
      completion and submission of assessment work and filings required in
      connection therewith), in curing title defects and in acquiring and
      maintaining surface and other ancillary
rights;

              


      

       

      
        	
                (b)  

              	
                in
      preparing for and in the application for and acquisition of environmental
      and other permits necessary or desirable to commence and complete
      exploration and development activities on the
  Property;

              


      

       

      
        	
                (c)  

              	
                in
      doing geophysical and geological surveys, drilling, assaying and
      metallurgical testing, including costs of assays, metallurgical testing
      and other tests and analyses to determine the quantity and quality of
      Minerals, water and other materials or
  substances;

              


      

       

      
        	
                (d)  

              	
                in
      the preparation of work programs and reporting as to the results thereof
      including any pre-feasibility or feasibility study or other evaluation of
      the Property;

              


      

       

      
        	
                (e)  

              	
                in
      acquiring facilities or the use thereof and for all parts, supplies and
      consumables;

              


      

       

      
        	
                (f)  

              	
                for
      salaries and wages, including actual labour overhead expenses for
      employees assigned to exploration and development activities on the
      Property;

              


      

       

      
        	
                (g)  

              	
                travelling
      expenses and fringe benefits (whether or not required by law) of all
      persons engaged in work with respect to and for the benefit of the
      Property including for their food, lodging and other reasonable
      needs;

              


      

       

      
        	
                (h)  

              	
                payments
      to contractors or consultants for work done, services rendered or
      materials supplied with respect to the
Property;

              


      

       

      
        	
                (i)  

              	
                all
      taxes levied against or in respect of the Property or activities thereon
      and the cost of insurance premiums and performance bonds or other
      security; and

              


      

       

      
        	
                (j)  

              	
                a
      charge equal to a maximum of 15% of all the expenditures referred to in
      clauses (a) to (i) above for the Optionee’s head office expenditures
      relating to supervision and management of the
  contract.

              


      

       

      Expenditure Date means a date
by which Expenditures must be incurred on the Property  under Section
3.3.

       

      Force Majeure has the meaning
set out in the Original Contract.

       

      Interest means an undivided
right, title and interest in and to the Property.

       

      Joint Venture means the joint
venture between the Optionor and Optionee formed pursuant to
Section 5.1(a).

       

      Joint Venture Agreement means
the joint venture agreement between the Optionor and Optionee executed and
delivered pursuant to section 5.1(b), which shall be substantively in the format
of the Rocky Mountain Mineral Law Foundation Form 5A as in Schedule “B”
hereto.

       

      
        
           

        

        
          Exhibit
10.14 - 6

          
            

          

        

        
           

        

      

       

      Letter of
Intent  means the binding Letter of Intent dated February 5,
2007, entered into between the Optionor and Optionee, a copy of which is
attached as Schedule “C”

       

      Minerals means any and all
ores, and concentrates or metals derived therefrom, containing precious, base
and industrial minerals and which are found in, on or under the Property and may
lawfully be explored for, mined and sold pursuant to the Mineral Rights and
other instruments of title under which the Property is held.

       

      Mineral Rights means the
prospecting licences, mining leases, mineral concessions and other forms of
tenure or other rights to minerals, or to work upon lands for the purpose of
searching for, developing or extracting minerals under any forms of mineral
title recognized under the laws of Argentina or any subdivision thereof, whether
contractual, statutory or otherwise, or any interest therein.

       

      NSR means the Net Smelter
Royalty on Production payable to the Titleholder in accordance with Section 3.3
and defined as any net smelter return derived from the development of mining
operations on the Property. Specifically, net smelter return means the sum equal
to the gross proceeds received from the sale of all refined minerals produced
from the Property less:

       

      
        	
                (a)  

              	
                all
      costs of transporting minerals or their derivatives (including transport
      to, from and between the Property and any smelter, refinery or other place
      for treatment and transport to the point of
  sale);

              


      

      
        	
                (b)  

              	
                all
      costs of smelting and refining the minerals and their derivatives up to
      the point of sale including penalties for impurities and metal losses;
      and

              


      

      
        	
                (c)  

              	
                all
      sales commissions and representation costs, sales taxes, production taxes,
      royalties, duties, levies and imposts payable as a result of production or
      sale of the minerals or their
derivative.

              


      

      


       

      Option means the option
granted to the Optionee as provided in Section 3.2.

       

      Option Interest means upon
exercise of the Option pursuant to the terms hereof (in tandem with the exercise
of the option under the Original Contract), with respect to the Joint Venture a
100% interest in the Property, with respect to the optionee, a 75% interest in
the Joint Venture and with respect to the Optionor, a 25% interest in the Joint
Venture.

       

      Option Period means the period
during which the Option remains in effect under this Agreement.

       

      Optionor’s Interest means the
100% right to the Property the Optionor has the right to earn under the Original
Contract.

       

      Original Contract means the
“Contract for Exploration with the Option to Purchase” between the Optionor and
the Titleholder, dated December 19, 2005,  as amended March 20, 2006,
pursuant to which the Optionor acquired its interest in the Property, a copy of
which is attached as Schedule “A” hereto.

       

      Participating Interest means
an undivided beneficial interest in the Property and the other assets of the
Joint Venture, or shares in a jointly owned company, in either case under the
Joint Venture Agreement and expressed as a percentage of the entire interest or
total issued shares, as the case may be.

       

      
        
           

        

        
          Exhibit
10.14 - 7

          
            

          

        

        
           

        

      

       

      Party means a party to this
Agreement.

       

      Property means the Mineral and
Mining Rights described in the preamble hereto, and in the  Original
Contract, defined therein as The Mining Estate, and after the date of this
Agreement includes the Mineral Rights comprised in any Additional Property,
together with any renewal of any of such Mineral Rights and any other form of
successor or substitute title therefor.

       

      Surface Rights means any
interest in any real property, whether freehold, leasehold, license, right of
way, easement or any other surface or other right in relation to real
property.

       

      Titleholder means Antonio
Augustin Giulianotti, the registered holder of the underlying interest in the
Property.

       

      


       

      
        	
                1.2  

              	
                Included
      Words

              


      

       

      This
Agreement will be read with such changes in gender or number as the context
requires.

       

      
        	
                1.3  

              	
                Headings

              


      

       

      The
headings to the articles, sections, subsections or clauses of this Agreement are
inserted for convenience only and are not intended to affect the construction
hereof.

       

      
        	
                1.4  

              	
                References

              


      

       

      Unless
otherwise stated, a reference herein to a numbered or lettered article, section,
subsection, clause or schedule refers to the article, section, subsection,
clause or schedule bearing that number or letter in this Agreement.  A
reference to "this Agreement", "the Option Agreement", "hereof", "hereunder",
"herein" or words of similar meaning, means this Agreement including the
schedules hereto, together with any amendments thereof.

       

      
        	
                1.5  

              	
                Currency

              


      

       

      All
dollar amounts expressed herein, unless otherwise specified, refer to lawful
currency of the United States of America.

       

      
        	
                1.6  

              	
                Knowledge

              


      

       

      Where any
representation or warranty contained in this Agreement is expressly qualified by
reference to the knowledge of the Optionor, the Optionor confirms that it has
made due and diligent inquiry of such persons (including appropriate officers of
the Optionor) as are reasonably necessary as to the matters that are the subject
of the representations and warranties.

       

      
        
           

        

        
          Exhibit
10.14 - 8

          
            

          

        

        
           

        

      

       

      
        	
                1.7  

              	
                Schedules

              


      

       

      The
following schedules are attached to and incorporated in this Agreement by this
reference:

       

      Schedule
A                                Original
Contract

      Schedule
B                                Terms
of Joint Venture Agreement

      Schedule
C                                Letter
of Intent

      


      
        	
                1.8  

              	
                Governing
      Law

              


      

       

      This
Agreement will be construed according to and governed by the laws in force in
the Province of British Columbia and, except where matters are expressed herein
to be subject to arbitration, the courts of such Province will have exclusive
jurisdiction to hear and determine all disputes arising
hereunder.  Nothing contained in this Section 1.8 is intended to
affect the rights of a Party to enforce a judgement or award outside of British
Columbia.

       

      
        	
                1.9  

              	
                Severability

              


      

       

      If any
provision of this Agreement is or becomes illegal, invalid or unenforceable, in
whole or in part, the remaining provisions will nevertheless be and remain valid
and subsisting and the said remaining provisions will be construed as if this
Agreement had been executed without the illegal, invalid or unenforceable
portion.

       

       

      ARTICLE 2

      REPRESENTATIONS
AND WARRANTIES

       

      
        	
                2.1  

              	
                Mutual
      Representations and Warranties

              


      

       

      Each
Party represents and warrants to the other Party hereto that:

       

      
        	
                (a)  

              	
                it
      has full power and authority to enter into this
  Agreement;

              


      

       

      
        	
                (b)  

              	
                neither
      the execution and delivery of this Agreement nor the consummation of the
      transactions hereby contemplated conflict with, result in the breach of or
      accelerate the performance required by any agreement to which it is a
      party;

              


      

       

      
        	
                (c)  

              	
                the
      execution and delivery of this Agreement do not violate or result in the
      breach of the laws of any jurisdiction applicable to a Party or pertaining
      thereto or of its organizational documents;
and

              


      

       

      
        	
                (d)  

              	
                this
      Agreement constitutes a legal, valid and binding obligation of the Party
      enforceable against it in accordance with its
  terms.

              


      

       

      
        	
                2.2  

              	
                Optionor's
      Representations and Warranties

              


      

       

      The
Optionor represents and warrants to the Optionee that, save and except and
subject to the Original Contract:

       

      
        	
                (a)  

              	
                each
      of the Mineral Rights comprising the Property, to the best of the
      Optionor’s knowledge, information and
belief:

              


      

       

      
        	
                (i)  

              	
                is
      fully and accurately described in the preamble
      hereto,  including any Encumbrances in relation thereto, and
      neither the Optionor nor any of its Affiliates has an interest in any
      other Mineral Rights which are located wholly or in part within the Area
      of Interest,

              


      

       

      
        
           

        

        
          Exhibit
10.14 - 9

          
            

          

        

        
           

        

      

       

      
        	
                (ii)  

              	
                is
      in good standing under the Original Contract and applicable laws,
      including the incurring of expenditures and the payment of surface taxes
      or other monies to the expiry dates shown in Schedule A;,
    and

              


      

       

      
        	
                (iii)  

              	
                are
      wholly owned by and recorded or registered in the name of Titleholder or
      its affiliates, free and clear of all Encumbrances except those
      specifically identified in Schedule A, and the Optionor, subject to the
      Original Contract is in exclusive possession of such Mineral
      Rights;

              


      

       

      
        	
                (b)  

              	
                Except
      as disclosed in the Original Contract, there are no outstanding agreements
      or options to acquire or purchase any of the Mineral Rights comprised in
      the Property, no person has any royalty or other interest whatsoever in
      production therefrom, and there is no adverse claim or challenge against
      or to the Titleholdership of or title to any of the Mineral Rights
      described in Schedule A, nor to the best of its knowledge is there
      any basis therefore;

              


      

       

      
        	
                (c)  

              	
                the
      Original Contract is in good
standing;

              


      

       

      
        	
                (d)  

              	
                the
      Optionor has received no notice and has no knowledge of any proposal to
      terminate or vary the terms of or rights attaching to any of the Mineral
      Rights described in Schedule A from Titleholder, any government or
      other regulatory authority;

              


      

       

      
        	
                (e)  

              	
                no
      proceedings are pending for and the Optionor is not aware of any basis for
      the institution of any proceedings leading to, the or the placing of the
      Optionor into bankruptcy or subject to any other laws governing the
      affairs of insolvent persons;;

              


      

       

      
        	
                (f)  

              	
                there
      are no orders or directions relating to environmental matters requiring
      any work, repairs, construction or capital expenditures with respect to
      any of the Property or the conduct of the business related thereto, nor to
      the best of its knowledge have any activities on the Property been in
      violation of any environmental law, regulations or regulatory prohibition
      or order, and to the best of its knowledge, conditions on and relating to
      the Property are in compliance with such laws, regulations, prohibitions
      and orders;

              


      

       

      
        	
                (g)  

              	
                the
      Optionor has no Surface Rights that cover any lands located within the
      Area of Interest; and

              


      

       

      
        	
                (h)  

              	
                 to
      the best of its knowledge there is no fact or circumstance known to the
      Optionor which has not been disclosed to the Optionee which would render
      any of the foregoing representations and warranties untrue, incomplete or
      otherwise misleading.

              


      

       

      


       

      
        	
                2.3  

              	
                Optionee's
      Representations and Warranties

              


      

       

      The
Optionee represents and warrants to the Optionor and the Titleholder
that:

       

      
        	
                (a)  

              	
                it
      is a body corporate duly incorporated or continued and duly organized and
      validly subsisting under the laws of its organizational
      jurisdiction;

              


      

       

      
        	
                (b)  

              	
                its
      common shares are listed and trading on the TSX Venture Exchange under the
      symbol “TNR”, and it is in good standing with all regulatory
      bodies

              


      

       

      
        
           

        

        
          Exhibit
10.14 - 10

          
            

          

        

        
           

        

      

      


       

      
        	
                2.4  

              	
                Titleholders
      Representations and Warranties

              


      

       

      The
Titleholder represents and warrants to the Optionee and the Optionor
that:

       

      
        	
                (a)  

              	
                each
      of the Mineral Rights comprising the
Property:

              


      

       

      
        	
                (i)  

              	
                is
      fully and accurately described in the Original Contract and preamble
      hereto.

              


      

       

      
        	
                (ii)  

              	
                is
      in good standing under the Original Contract and applicable laws,
      including the incurring of expenditures and the payment of surface taxes
      or other monies; and

              


      

       

      
        	
                (iii)  

              	
                are
      wholly owned by and recorded or registered in the name of Titleholder or
      its affiliates, free and clear of all Encumbrances, and the Titleholder,
      subject to the Original Contract is in exclusive possession of such
      Mineral Rights;

              


      

       

      
        	
                (b)  

              	
                There
      are no outstanding agreements or options to acquire or purchase any of the
      Mineral Rights comprised in the Property, no person, other than the
      Titleholder, has any royalty or other interest whatsoever in production
      therefrom, and there is no adverse claim or challenge against or to the
      ownership of or title to any of the Mineral Rights, nor to the best of its
      knowledge is there any basis
therefore;

              


      

       

      
        	
                (c)  

              	
                the
      Original Contract is in good
standing;

              


      

       

      
        	
                (d)  

              	
                the
      Titleholder has received no notice and has no knowledge of any proposal to
      terminate or vary the terms of or rights attaching to any of the Mineral
      Rights described in Schedule A from any government or other
      regulatory authority;

              


      

       

      
        	
                (e)  

              	
                no
      proceedings are pending for and the Titleholder is not aware of any basis
      for the institution of any proceedings leading to, the or the placing of
      the Titleholder into bankruptcy or subject to any other laws governing the
      affairs of insolvent persons;

              


      

       

      
        	
                (f)  

              	
                there
      are no orders or directions relating to environmental matters requiring
      any work, repairs, construction or capital expenditures with respect to
      any of the Property or the conduct of the business related thereto, nor to
      the best of its knowledge have any activities on the Property been in
      violation of any environmental law, regulations or regulatory prohibition
      or order, and to the best of its knowledge, conditions on and relating to
      the Property are in compliance with such laws, regulations, prohibitions
      and orders;

              


      

       

      
        	
                (g)  

              	
                the
      Titleholder has no Surface Rights that cover any lands located within the
      Area of Interest; and

              


      

       

      
        
           

        

        
          Exhibit
10.14 - 11

          
            

          

        

        
           

        

      

       

      
        	
                (h)  

              	
                to
      the best of its knowledge there is no fact or circumstance known to the
      Titleholder which has not been disclosed to the Optionor or Optionee which
      would render any of the foregoing representations and warranties untrue,
      incomplete or otherwise misleading.

              


      

       

      
        	
                (i)  

              	
                the
      Titleholder is the sole registered and beneficial owner of all mineral and
      mining rights constituting the Property, free of all encumbrances, and the
      Property is not subject to any other options or claims except the Original
      Contract and this Agreement.

              


      

       

      
        	
                2.5  

              	
                Survival
      of Representations and Warranties

              


      

       

      The
representations, warranties and covenants contained in this Agreement are
conditions on which the Parties have relied in entering into this Agreement and
will survive the execution hereof and the acquisition of any interest in the
Property by the Optionee hereunder.  Each Party will indemnify and
save the other harmless from all loss, damage, costs, actions and suits arising
out of or in connection with any breach of any representation, warranty,
covenant, agreement or condition made by them and contained in this
Agreement.  A Party may waive any of such representations, warranties,
covenants, agreements or conditions in whole or in part at any time without
prejudice of its right in respect of any other breach of the same or any other
representation, warranty, covenant, agreement or condition.

       

       

      ARTICLE 3

      OPTION

       

      
        	
                3.1  

              	
                Titleholder
      Approval and Acknowledgement

              


      

       

      This
Agreement is subject to the terms of, and will, except as altered hereby, be
carried out in compliance with the Original Contract.  The Grant of
Option contained in this section is subject to the approval of Titleholder,
which approval is hereby granted by the Titleholder.   The Titleholder also acknowledges
that by complying with the option conditions set out below, the Optionor and
Optionee will have complied with and fulfilled the Call Option contained in
section 9 of the Original Contract.

       

      
        	
                3.2  

              	
                Grant
      of Option

              


      

       

      The
Optionor hereby grants to the Optionee the sole and exclusive right and option,
in accordance with the other provisions of this Article 3, to acquire the Option
Interest in the Property, free and clear of all Encumbrances except for any
described in the Original Contract.

       

      
        	
                3.3  

              	
                Earn
      In

              


      

       

      If the
Optionee wishes to exercise its Option and acquire an Interest of 75% in the
Project, the Optionee must incur the following Expenditures and Option payments
totaling US$3,000,000 by each of the dates specified (or such longer times as
may be permitted by Article 7) and notify the Optionor thereof:

       

      
        
           

        

        
          Exhibit
10.14 - 12

          
            

          

        

        
           

        

      

       

      (a).           Expenditures on
Property:

       

      
        	
                Expenditure
      Date

              	
                Minimum
      Expenditure Amount

              	
                Cumulative
      Amount

              
	
                1.April
      30, 2008

              	
                US$500,000

              	
                US$500,000

              
	
                2.April
      30, 2009

              	
                US$500,000

              	
                US$1,000,000

              
	
                3.April
      30, 2010

              	
                US
      $500,000

              	
                US$2,650,000

              


      

      


       

      (b).           Payments to
Optionor/Titleholder:

       

      The
following payments shall be made directly by the Optionee to the Titleholder in
compliance with the terms of the Original Contract:

       

      (i) Initial
Payments

       

      
        	
                Deadline
      Date

              	
                Amount

              	
                Cumulative
      Amount

              
	
                1.March
      23, 2007

              	
                US$75,000,
      ($25,000 having been paid to the Optionor on  February 5, 2006,
      to be paid to the Titleholder concurrently)

              	
                US$250,000,
      (inclusive of the $150,000 previously paid by the Optionor to the
      Titleholder under section 10.3 of the Original Contract

              
	
                2.December
      19, 2007

              	
                US$100,000

              	
                US$350,000

              
	
                3.December
      19, 2008 and every 6 months thereafter until the Property is put into
      Production

              	
                US$150,000

              	 
      


      

      


       

      (ii)           NSR Alternatives and
Additional Payments

       

      The
Optionee shall have the following alternative choices on the NSR and additional
payments due to the Titleholder, exercisable at any time during the term of this
Agreement by notice in writing to the Optionor and the Titleholder (the “Election
Notice”):

       

      
        	
                A.  

              	
                1%
      NSR

              


      

       

      I           During
the life of any mine on the Property, the Titleholder shall receive a 1% NSR,
which may be bought out by the Joint Venture at any time for
US$1,000,000

       

      II           Additional
payments inclusive of all option payments previously received by the Titleholder
under the Original Contract and this Agreement, totalling either US$5,000,000 if paid in a one
time lump sum, or US$5,500,000 if paid by way of
instalments of US$500,000 every 6 months until paid in full, with the final
payment equating to the balance required to bring the cumulative payments to
US$5,500,000, provided that during the first year, the parties may agree to
alternate payment amounts or schedules to adjust for lower expected cash flow
during the first year.

       

      
        
           

        

        
          Exhibit
10.14 - 13

          
            

          

        

        
           

        

      

       

      
        	
                B.  

              	
                2%
      NSR

              


      

       

      I           During
the life of any mine on the Property, the Titleholder shall receive a 2% NSR,
which may be bought out by the Joint Venture at any time for
US$2,500,000

       

      II           Additional
payments inclusive of all option payments previously received by the Titleholder
under the Original Contract and this Agreement, totalling either US$3,500,000 if paid in a one
time lump sum, or US$3,850,000 if paid by way of
instalments of US$500,000 every 6 months until paid in full, with the final
payment equating to the balance required to bring the cumulative payments to
US$3,850,000, provided that during the first year, the parties may agree to
alternate payment amounts or schedules to adjust for lower expected cash flow
during the first year.

       

      
        	
                C.  

              	
                1%
      NSR Alternate

              


      

       

      I           During
the life of any mine on the Property, the Titleholder shall receive a 1% NSR,
which may be bought out by the Joint Venture at any time for
US$1,000,000

       

      II           By
paying US$700,000 in addition to funds paid under section 3.3(b)(i) as at the
date of the Election Notice, the Joint-Venture shall be deemed to have obtained
a 100% interest in the Property and the Optionee shall have exercised its option
to acquire its 75% Option Interest.  The Titleholder’s right to the
further payments set out below shall be secured by way of mortgage on the title
to the Properties, or such other security as may be acceptable to the
Titleholder.

       

      III           Optionee shall pay the sum of
US$200,000 on or before March 19 in every year from the date of the Election
Notice until production commences, after which time the payment shall be
increased to US$500,000 payable on or before the 19th days of
each March and September until the payments, inclusive of all option payments
previously received by the Titleholder under the Original Contract and this
Agreement, equal US$5,000,000.  The
instalment payments hereunder shall be in place of and not in addition to the
payments scheduled under section 3.3(b)(i)3. above.

       

      Provided
that the Optionee has completed the above Expenditures and made the payments to
the Titleholder within the time required, the Joint-Venture shall have acquired
the Option Interest, subject only to the NSR, and the Optionor and the Optionee
shall thereafter contribute to expenditures pro rata in accordance with their
respective interest in the Property, with the Optionor holding 25% and the
Optionee holding 75%, and cause the formation of the Joint Venture in accordance
with Article 5.

       

      
        	
                3.4  

              	
                Optionee’s
      Election to Terminate

              


      

       

      Notwithstanding
any other provision of this Article 3, the Optionee may elect at any time to
terminate the Option by delivering notice to the Optionor.

       

      
        	
                3.5  

              	
                Termination
      with No Interest

              


      

       

      The
Option granted pursuant to Section 3.2 will be of no further force and effect
and will terminate, and the Optionee will acquire no Interest and will have no
obligation to incur further Expenditures hereunder, on the earliest
of:

       

      
        
           

        

        
          Exhibit
10.14 - 14

          
            

          

        

        
           

        

      

       

      
        	
                (a)  

              	
                a
      respective Deadline Date specified in Section 3.3, if the Optionee has
      failed to complete Expenditures in the amount specified in Section 3.3 by
      such Deadline Date (or failed to make the necessary payment to the
      Optionor in lieu thereof within 30 days thereafter as contemplated in
      Section 3.4); and

              


      

       

      
        	
                (b)  

              	
                the
      effective date of the Optionee’s termination under Section
      3.4.

              


      

       

      
        	
                3.6  

              	
                Expenditure
      Statement and Audit

              


      

       

      An
itemized statement of Expenditures, inclusive of copies of all receipts and
invoices, incurred in any period certified to be correct by an officer of the
Optionee shall be conclusive evidence of the making of such Expenditures unless
within 30 days of receipt of such statement the Optionor delivers a notice to
the Optionee detailing its objections to the statement.  If the
Optionor delivers an objection within such 30 day period, then the Optionor
shall be entitled to request that the auditors of the Optionee audit the
Expenditures provided for in the statement of Expenditures that is the subject
of the objection notice, and:

       

      
        	
                 
      

              	
                (a)

              	
                if
      the auditors determine that the statement of Expenditures was accurate
      within five (5%) percent of actual Expenditures or that actual
      Expenditures incurred exceed the statement of Expenditures by more than
      five (5%) percent of those stated, then the costs of the audit will be
      borne by the Optionor, and the excess Expenditures, if any, will be
      credited towards the contributions required to be made by the Optionee
      under the Joint Venture Agreement;
or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                if
      the auditors determine that the statement of Expenditures overstated
      Expenditures actually made by greater than a five (5%) percent margin,
      then the costs of the audit will be borne by the Optionee and whatever the
      overstatement, only the actual Expenditures so determined will constitute
      Expenditures for the purposes of Section 3.3 or Section 3.4, as
      applicable.

              


      

       

      If any
such determination results in a deficiency in the amount of Expenditures
required to be incurred by an Anniversary Date under Section 3.3 or Section 3.4
in order to exercise the Option, then the Optionee may pay to the Optionor with
30 days after such determination the amount equal to the deficiency, and such
payment will be deemed to be a payment of cash in lieu of Expenditures made
under Section 3.4 as of the relevant Anniversary Date.

       

      The
auditors’ determination of Expenditures will be final and determinative of the
amounts stated in the statement in question, and will not be subject to
arbitration hereunder.

       

       

      ARTICLE 4

      OPTION
PERIOD RIGHTS AND OBLIGATIONS

       

      
        	
                4.1  

              	
                Optionee's
      Right of Entry

              


      

       

      Throughout
the Option Period, subject to requirements of the Original Contract, the
Optionee and its employees, agents and independent contractors will have the
right in respect of the Property to

       

      
        	
                (a)  

              	
                enter
      thereon;

              


      

       

      
        	
                (b)  

              	
                have
      quiet possession thereof;

              


      

       

      
        
           

        

        
          Exhibit
10.14 - 15

          
            

          

        

        
           

        

      

       

      
        	
                (c)  

              	
                carry
      out exploration, development and evaluation activities including, the
      removal of Minerals for exploration purposes or for exploitation test
      works; and

              


      

       

      
        	
                (d)  

              	
                bring
      upon and erect upon the Property such structures and other facilities as
      may be necessary or advisable to carry out exploration, development and
      evaluation activities.

              


      

       

      The
Optionee's rights pursuant to this Section 4.1 will at all times be subject to
the requirements of the Original Contract and to any restrictions that may be
required by applicable laws in Argentina or by regulatory authority and to
rights of entry and access reserved to the Optionor hereunder.

       

      
        	
                4.2  

              	
                Optionor’s
      and Titleholder’s Obligations

              


      

       

      The
Optionor and Titleholder shall provide assistance as necessary to the Optionee
in the exploration and development of the Property and in the case of the
Optionor, dealing with the Titleholder, and in the case of the optionor and the
Titleholder, dealing with any and all land right registration and transfer
issues, to ensure this Agreement and the Original Contract remain in good
standing, and are carried out in accordance with their intent.

       

      


       

      
        	
                4.3  

              	
                Optionee's
      Obligations

              


      

       

      The
Optionee is obligated during the Option Period to abide by all requirements on
the Optionor under the Original Contract, including, or in
addition:

       

      
        	
                (a)  

              	
                to
      keep the Property in good standing by the doing and filing of all
      necessary work and by the doing of all other acts and things and making
      all other payments which may be necessary in that regard and, in doing so,
      to conduct all work on or with respect to the Property, in a manner
      consistent with good mining practice and in compliance with the applicable
      laws of Argentina;

              


      

       

      
        	
                (b)  

              	
                 to
      keep the Property in good standing in accordance with the requirements of
      the Original Contract and, in the event Optionee fails, or determines not,
      to earn the Interest, Optionee will make the next payment due to the
      Titleholder  immediately after
  termination;

              


      

       

      
        	
                (c)  

              	
                to
      keep the Property free and clear of all Encumbrances arising from its
      operations hereunder (except liens for taxes not yet due, other inchoate
      liens and liens contested in good faith by the Optionee) and will proceed
      with all diligence to contest and discharge any such lien that is
      filed;

              


      

       

      
        	
                (d)  

              	
                to
      permit the Optionor and his employees and designated consultants and
      agents, at their own risk, to access to the Property at all reasonable
      times, provided that the Optionor will indemnify the Optionee against and
      save it harmless from all costs, claims, liabilities and expenses that the
      Optionee may incur or suffer as a result of any injury (including injury
      causing death) to any director, officer, employee, designated consultant
      or agent of the Optionor while on the Property except to the extent that
      any such costs, claims, liabilities or expenses result from the Optionee's
      gross negligence or wilful
misconduct;

              


      

       

      
        
           

        

        
          Exhibit
10.14 - 16

          
            

          

        

        
           

        

      

       

      
        	
                (e)  

              	
                to
      deliver to the Optionor quarterly reports indicating the status of work
      being conducted on the Property and an estimate of the Expenditures
      incurred during the previous three months, provided that such reports will
      not be required for those periods in which there is no work being
      conducted on the Property;

              


      

       

      
        	
                (f)  

              	
                to
      deliver to the Optionor annual (calendar year) reports disclosing any
      significant technical data learned or obtained in connection with work in
      respect of the Property, as well as a breakdown of Expenditures incurred
      in carrying out such work, on or before the 31st
      day of March of the year following the calendar year to which such report
      relates; and

              


      

       

      
        	
                (g)  

              	
                to
      maintain true and correct books, accounts and records of Expenditures and
      to make them fully available for the Optionor and the
      Titleholder.

              


      

       

      
        	
                (h)  

              	
                To
      comply with the specific responsibilities of section 5 of the Original,
      being:

              


      

       

      
        	
                (i)  

              	
                responsiblity
      for the necessary personnel contracts for the execution of their
      contractual commitments and they will, regarding these personnel, give
      strict enforcement to the effective rules as regards labour and
      provisional legislation.

              


      

       

      
        	
                (ii)  

              	
                 acquiring
      Civil Liability insurance to cover contingencies that could occur as a
      consequence of the activities that the Optionee carries out on the
      Property.

              


      

       

      
        	
                (iii)  

              	
                rendering
      the Titleholder free of responsibility for all damages or consequential
      damages from judgements or labour, civil, or commercial claims, or
      penalties formulated by third parties as a consequence of the activity
      that the Optionee carries out in execution of this Agreement, as well as
      damages caused to third party, its personnel and/or subcontractors as well
      as damages caused to the environment. In any one of the suppositions
      aforementioned, the Optionee will cover the legal defence costs of the
      Titleholder.

              


      

       

      
        	
                4.4  

              	
                Management
      Committee

              


      

       

      Starting
from the signing of this contract the operations on the Property will be under
the direction of a management committee, comprised of the Optionor, Dr. Kevan
Ashworth and 3 other representatives of the Optionee which shall initially be,
Gary Schellenberg, Roberto Lara and Paul Chung.  The management
committee will have the responsibility of developing and overseeing the
exploration on the Property.

       

      
        	
                4.5  

              	
                Emergency
      Expenditures

              


      

       

      Notwithstanding
any other provision of this Agreement, the Optionee will be entitled to incur as
Expenditures all costs and expenses necessary to preserve or protect life, limb,
property or the environment in respect of the Property or otherwise in the
course of exploration or development activities.

       

      
        	
                4.6  

              	
                Registered
      Title

              


      

       

      If and as
provided by the Original Contract, upon exercise of the Option the Optionee, on
behalf of the Joint-Venture, through its Argentine subsidiary (or the Joint
Venture if it is a corporate Joint Venture), will be entitled to be the
registered holder of the Mineral Rights comprised in the Property, as it exists
on the date hereof and any Additional property.

       

      
        
           

        

        
          Exhibit
10.14 - 17

          
            

          

        

        
           

        

      

       

       

      
        	
                4.7  

              	
                Abandonment
      of Property

              


      

       

      After the
exercise of the Option the Joint-Venture may surrender or abandon any Mineral
Rights or surface rights comprised in the Property, provided that notice of such
proposed abandonment is given to the Optionor, who may elect, by notice to the
Optionee within 60 days after the surrender or abandonment notice, to have such
Mineral Rights transferred to it without warranty and at its own
cost.  Such Mineral Rights will be transferred and assigned to the
Optionor as soon as possible following its election.  Failing such
election, the Mineral Rights may be abandoned or surrendered as proposed by the
Joint Venture.  Following a transfer or abandonment under this
section, the Mineral Rights so transferred or abandoned will thereafter cease to
form part of the Property or the Area of Interest and will no longer be subject
to this Agreement, except with respect to any obligations or liabilities of the
Parties as have accrued to the date of such transfer or
abandonment.

       

       

      ARTICLE 5

      FORMATION
OF JOINT VENTURE

       

      5.1           Formation
of Joint Venture

       

      Upon the
Optionee acquiring its Option Interest under article 3:

       

      
        	
                (a)  

              	
                The
      Optionor and the Optionee will be deemed to have formed a joint venture
      for the general purpose of carrying out all such acts which are necessary
      or appropriate, directly or indirectly,
to:

              


      

       

      
        	
                (i)  

              	
                hold
      the interest in the Property and the other assets of the Joint
      Venture,

              


      

       

      
        	
                (ii)  

              	
                explore
      the Property for Minerals and, if feasible, develop a mine
      thereon,

              


      

       

      
        	
                (iii)  

              	
                so
      long as it is technically, economically and legally feasible, operate such
      mine and exploit the Minerals extracted from the Property,
    and

              


      

       

      
        	
                (iv)  

              	
                carry
      out any other activity in connection with or incidental to any of the
      foregoing;

              


      

       

      
        	
                (b)  

              	
                the
      Optionee and Optionor will be deemed to have entered into a joint venture
      agreement , on the terms set forth in Schedule B, and each of them will
      negotiate in good faith between them and with Titleholder if necessary and
      use every commercially reasonable effort to finalize, execute and deliver
      a formal joint venture agreement containing such terms and any other terms
      and conditions as would be customary for a comparable joint
      venture;

              


      

       

      
        	
                (c)  

              	
                Expenditures,
      if any, in excess of those required to acquire the Option Interest which
      have been or are committed to be incurred by or on behalf of the Optionee
      as Expenditures at the time of formation of the Joint Venture will be
      deemed to have been approved as Joint Venture program expenditures under
      the Joint Venture Agreement and each of the Optionee and the Optionor will
      pay its pro rata
      share of such costs.

              


      

       

      
        
           

        

        
          Exhibit
10.14 - 18

          
            

          

        

        
           

        

      

       

      
        	
                5.2  

              	
                Initial
      Interests and Expenditures

              


      

       

       

      The
Optionee will be deemed to have an initial Participating Interest of 75% and
will be deemed to have contributed 75% of the aggregate Expenditures completed
by the Optionee hereunder and the Optionor will be deemed to have an initial
Participating Interest of 25% and will be deemed to have contributed 25% of the
aggregate Expenditures completed by the Optionee hereunder.

       

       

      


       

      
        	
                5.3  

              	
                Joint
      Venture Operator

              


      

       

      The
Optionee, being the Party with the larger initial Participating Interest, will
be the initial operator under the Joint Venture Agreement.

       

       

      ARTICLE 6

      TRANSFERS

       

      
        	
                6.1  

              	
                Limitations
      on Transfers

              


      

       

      Except if
permitted under and in accordance with this Agreement, no Party will transfer,
convey, assign, mortgage or grant an option in respect of or grant a right to
purchase or in any manner transfer, alienate or otherwise dispose of (in this
article to “Transfer”)
any or all of its interest in the Property or transfer or assign any of its
rights under this Agreement.

       

      
        	
                6.2  

              	
                Prohibited
      Dispositions

              


      

       

      A Party
is prohibited from Transferring any of its interest in the Property or any of
its rights under this Agreement unless:

       

      
        	
                (a)  

              	
                its
      interest in the Property and its rights under this Agreement are
      Transferred together (or, if a portion, in the same
      proportion);

              


      

       

      
        	
                (b)  

              	
                such
      Transfer occurs when such Party is not in default of any of its covenants
      and agreements herein contained;
and

              


      

       

      
        	
                (c)  

              	
                such
      Transfer, if it constitutes a Transfer by a Party of a portion of its
      interest in the Property and its rights under this Agreement, has been
      approved by the other Party, such approval not to be unreasonably
      withheld.

              


      

       

      
        	
                6.3  

              	
                Right
      of First Offer

              


      

       

      If a
Party (in this article the “Transferring Party”) wishes to
Transfer all of its interest in the Property and its rights under this Agreement
(in this section, the “Holdings”) other than as
contemplated under Section 6.4, then it must prior to any such transfer
first offer to Transfer the Holdings to the other Party for a cash consideration
and upon such other terms and conditions as the Transferring Party deems fit (in
this section, the “Offer”).  If the
other Party accepts the Offer within the 30-day period following its receipt,
then the Transfer will be concluded no later than 30 days after such
acceptance.  If the other Party does not accept the Offer within such
30-day period, then the Transferring Party will be free to Transfer the Holdings
to a third party at any time after the expiry of such 30-day period and prior to
the expiry of the succeeding 90-day period, but only for a cash consideration
equal to or greater than the cash consideration stated in the Offer and upon
other terms and conditions no less favourable to the Transferring Party than
those contained in the Offer.  If the Transferring Party’s Transfer of
the Holdings to the other Party or to a third party is not concluded prior to
the expiry of such 30-day or 90-day period as aforesaid, any subsequent Transfer
by the Transferring Party will be subject to the provisions of this
Section 6.3.

       

      
        
           

        

        
          Exhibit
10.14 - 19

          
            

          

        

        
           

        

      

       

      
        	
                6.4  

              	
                Exceptions

              


      

       

      Nothing
in Section 6.3 applies to or restricts in any manner:

       

      
        	
                (a)  

              	
                a
      disposition by the Transferring Party of all or a portion of its interest
      in the Property and a transfer or assignment of a proportionate interest
      in this Agreement to an Affiliate of the Transferring Party, provided that
      such Affiliate first assumes and agrees to be bound by the terms of this
      Agreement and the Underlying Agreements and agrees with the other Party in
      writing to retransfer such interests to the Transferring Party before
      ceasing to be an Affiliate of the Transferring Party;
  or

              


      

       

      
        	
                (b)  

              	
                an
      amalgamation or corporate reorganization involving the Transferring Party
      which has the effect in law of the amalgamated or surviving corporation
      possessing all the property, rights and interests and being subject to all
      the debts, liabilities and obligations of each amalgamating or predecessor
      corporation; or

              


      

       

      
        	
                (c)  

              	
                a
      sale, forfeiture, charge, withdrawal, transfer or other disposition or
      encumbrance which is otherwise specifically required or permitted under
      this Agreement.

              


      

       

      
        	
                6.5  

              	
                Conditions
      of Transfers

              


      

       

      As a
condition of any Transfer other than to another Party, the transferee must
covenant and agree to be bound by this Agreement, including this Article 6,
and prior to the completion of any such Transfer, the Transferring Party must
deliver to the other Party evidence thereof in a form satisfactory to such other
Party.  Notwithstanding any such Transfer, the Transferring Party will
remain liable for all of its obligations hereunder, unless the Holdings have
been Transferred to a third party pursuant to Section 6.3.

       

      
        	
                6.6  

              	
                Partial
      Transfers

              


      

       

      If the
Transferring Party Transfers less than all of its entire interest in the
Property and under this Agreement, the Transferring Party and its transferee
shall act and be treated as one Party and, for such Transfer to be effective,
the Transferring Party must first deliver to the other Party the agreement in
writing of the Transferring Party and its transferee in favour of the other
Party in which:

       

      
        	
                (a)  

              	
                as
      between the Transferring Party and the transferee, the one of them who is
      authorized to act as the sole agent (in this section the "Agent") on behalf of
      both of them with respect to all matters pertaining to this Agreement is
      designated;

              


      

       

      
        	
                (b)  

              	
                the
      Transferring Party and its transferee agree between each other and jointly
      represent and warrant to other Party
that:

              


      

       

      
        
           

        

        
          Exhibit
10.14 - 20

          
            

          

        

        
           

        

      

       

      
        	
                (i)  

              	
                the
      Agent has the sole authority to act on behalf of, and to bind, the
      Transferring Party and its transferee with respect to all matters
      pertaining to this Agreement;

              


      

       

      
        	
                (ii)  

              	
                the
      other Party may rely on all decisions of, notices and other communications
      from, and failures to respond by, the Agent, as if given (or not given) by
      both the Transferring Party and its transferee;
  and

              


      

       

      
        	
                (iii)  

              	
                all
      decisions of, notices and other communications from, and failures to
      respond by, the other Party to the Agent shall be deemed to have been
      given (or not given) concurrently to the Transferring Party and its
      transferee.

              


      

       

       

      ARTICLE 7

      FORCE
MAJEURE

       

      
        	
                7.1  

              	
                Events

              


      

       

      Notwithstanding
any other provisions contained herein, a Party will not be liable for its
failure to perform any of its obligations under this Agreement due to a Force
Majeure.

       

      
        	
                7.2  

              	
                Effect
      of Force Majeure

              


      

       

      All time
limits imposed by this Agreement (including, without limitation, the time within
which Expenditures are to be made) will be extended by a period equivalent to
the period of delay resulting from a Force Majeure described in Section
7.1.

       

      
        	
                7.3  

              	
                Obligation
      to Remove Force Majeure

              


      

       

      A Party
relying on the provisions of this Article 7 will take all reasonable steps to
eliminate any Force Majeure and, if possible, will perform its obligations under
this Agreement as far as practical, but nothing herein will require such Party
to settle or adjust any labour dispute or to question or to test the validity of
any law, rule, regulation or order of any duly constituted court or governmental
authority or to complete its obligations under this Agreement if a Force Majeure
renders completion impossible.

       

      
        	
                7.4  

              	
                Giving
      Notice

              


      

       

      A Party
relying on the provisions of this Article 7 will give notice to the other Party
forthwith upon the occurrence of the Force Majeure and forthwith after the end
of the period of delay when such Force Majeure has been eliminated or
rectified.

       

       

      ARTICLE 8

      CONFIDENTIAL
INFORMATION

       

      
        	
                8.1  

              	
                Confidential
      Information

              


      

       

      Except as
specifically otherwise provided for herein or in the Original Contract, the
parties and their affiliates will keep confidential all data and information
respecting this Agreement and the Property and will refrain from using it other
than for the activities contemplated hereunder or publicly disclosing unless
required by law or by the rules and regulations of any regulatory authority or
stock exchange having jurisdiction, or with the consent of the other Party, such
consent not to be unreasonably withheld.

      
        
           

        

        
          Exhibit
10.14 - 21

          
            

          

        

        
           

        

      

       

       

      
        	
                8.2  

              	
                Information
      in Public Domain

              


      

       

      The
provisions of this Article 8 do not apply to information which is or becomes
part of the public domain other than through a breach of the terms
hereof.

       

      
        	
                8.3  

              	
                News
      Release

              


      

       

      The
Optionee and Optionor will consult with each other prior to issuing any press
release or other public statement regarding the Property or the activities of
the Optionee or the Optionor with respect thereto.  In addition, the
Optionee will obtain prior approval from the Optionor, which will not
unreasonably be refused, before issuing any press release or public statement
using the other Party's name or the names of any of the other Party's
assignees.

       

       

      ARTICLE 9

      ARBITRATION

       

      
        	
                9.1  

              	
                Single
      Arbitrator

              


      

       

      Any
matter in dispute hereunder will be determined by a single arbitrator to be
appointed by the Parties.

       

      
        	
                9.2  

              	
                Prior
      Notice

              


      

       

      Any Party
may refer any such matter to arbitration by notice to the other Party and,
within 10 Business Days after receipt of such notice, the Parties will agree on
the appointment of an arbitrator.  No person will be appointed as an
arbitrator hereunder unless such person agrees in writing to act.

       

      
        	
                9.3  

              	
                No
      Agreement

              


      

       

      If the
Parties cannot agree on a single arbitrator as provided in Section 9.2, or if
the person appointed is unwilling or unable to act, either Party may submit the
matter to arbitration before a single arbitrator in accordance with rules for
conciliation and arbitration of the British Columbia International Commercial
Arbitration Centre (in this article, the “Rules”).

       

      
        	
                9.4  

              	
                Conduct
      of Arbitration

              


      

       

      Except as
otherwise specifically provided in this Article 9, an arbitration hereunder will
be conducted in English in accordance with the Rules.  The arbitrator
will fix a time and place in Vancouver for the purpose of hearing the evidence
and representations of the Parties and he or she will preside over the
arbitration and determine all questions of procedure not provided for under the
Rules or this Article 9.  After hearing any evidence and
representations that the Parties may submit, the arbitrator will make an award
and reduce the same to writing and deliver one copy thereof to each of the
Parties.  The decision of the arbitrator will be made within 45 days
after his or her appointment, subject to any reasonable delay due to unforeseen
circumstances.  The expense of the arbitration will be paid as
specified in the award.  The arbitrator’s award will be final and
binding upon each of the Parties.

       

      
        
           

        

        
          Exhibit
10.14 - 22

          
            

          

        

        
           

        

      

       

      ARTICLE 10

      AREA
OF INTEREST

       

      
        	
                10.1  

              	
                Limitation
      on Acquisitions

              


      

       

      Each of
the Parties hereby covenants and agrees with the other Party that it will not
acquire, nor will it permit any Affiliate to acquire, any Mineral Rights or
Surface Rights located wholly or in part within the Area of Interest unless such
Mineral Rights or Surface Rights are made subject to the terms of this Agreement
and the acquiring Party (or, if an Affiliate of a Party has completed the
acquisition, then such Party, in either case in this article referred to as the
“Acquiring Party”)
complies with the provisions of this Article.

       

      
        	
                10.2  

              	
                Acquisition
      of Additional Property

              


      

       

      Forthwith
upon completing an acquisition of Mineral Rights or Surface Rights located
wholly or in part within the Area of Interest, the Acquiring Party will give
notice thereof to the other Party, setting out the location of the Mineral
Rights or Surface Rights and all information known to the Acquiring Party and
its Affiliates about such Mineral Rights or Surface Rights, the costs of
acquisition and all other pertinent details relating thereto.

       

      Upon
receipt of such notice, the notified Party will have a period of 15 days to
elect, by notice to the Acquiring Party, to include such Mineral Rights or
Surface Rights in the Property and make them subject to the terms of this
Agreement.  Upon such election such Mineral Rights or Surface Rights
will constitute Additional Property for inclusion in the Property thereafter for
all purposes of this Agreement.

       

      If the
Acquiring Party is the Optionor, then the Optionee will reimburse it for the
acquisition costs that it or its Affiliate has incurred.  When paid by
the Optionee in the first instance or reimbursed by the Optionee, the
acquisition costs for any Additional Property will be deemed to constitute
Expenditures hereunder.

       

      
        	
                10.3  

              	
                Notice
      of Rejection

              


      

       

      If,
within the 15-day period referred to in paragraph 10.3, the notified Party does
not give the notice referred to in paragraph 10.4, it will be deemed to have
consented to the exclusion of the Mineral Rights or Surface Rights in question
from the Area of Interest, which may thereafter be held or dealt with by the
Acquiring Party or its Affiliate free of the terms and conditions of this
Agreement.

       

      
        	
                10.4  

              	
                Title
      to Additional Property

              


      

       

      If the
Acquiring Party is the Optionee or an Affiliate of the Optionee, the Mineral
Rights or Surface Rights comprised in the Additional Property acquired will be
forthwith registered in the name of or transferred to the
Optionor.  Forthwith upon such registration or upon the acquisition of
any Additional Property by the Optionor or an Affiliate of the Optionor, the
Optionor will deliver executed and registerable transfers thereof as
contemplated in Section 4.6.

       

      
        	
                10.5  

              	
                Further
      Assurance

              


      

       

      Each of
the Parties will execute and deliver or cause to be executed and delivered such
further documents and instruments and give such further assurances as the other
may reasonably require to evidence and give effect to any acquisition,
registration or transfer of Mineral Rights or Surface Rights contemplated in
this Article 10.

       

      
        
           

        

        
          Exhibit
10.14 - 23

          
            

          

        

        
           

        

      

       

      
        	
                10.6  

              	
                Non-Compliance
      Constitutes Default

              


      

       

      Non-compliance
with the provisions of this Article 10 by an Affiliate of a Party will
constitute a default under this Agreement by such Party unless such Party can
satisfy the other Party that the Affiliate was acting independently and at arm's
length, without information from or direction by the affiliated Party and that
such affiliated Party could not reasonably have enforced compliance with the
terms hereof by its Affiliate in the circumstances.

       

       

      ARTICLE 11

      NOTICE

       

      
        	
                11.1  

              	
                Method

              


      

       

      Each
notice, consent, demand or other communication (in this article the "Notice") required or permitted
to be given under this Agreement will be in writing and may be personally
delivered or sent by facsimile to the address or fax number as set forth in the
recitals to this Agreement.  A Notice, if so personally delivered,
will be deemed to have been given and received on the date of actual delivery
and, if so given by facsimile, will be deemed to have been given and received on
the date sent, if sent during normal business hours of the recipient on a
Business Day and otherwise on the next Business Day.

       

      
        	
                11.2  

              	
                Amending
      Addresses

              


      

       

      Either
Party may at any time and from time to time notify the other Party in accordance
with this Article 11 of a change of address or fax number, to which all Notices
will be given to it thereafter until further notice in accordance with this
Section 11.

       

       

      ARTICLE 12

      GENERAL

       

      
        	
                12.1  

              	
                Other
      Activities and Interests

              


      

       

      This
Agreement and the rights and obligations of the Parties hereunder are strictly
limited to the Property and the Area of Interest.  Each Party will
have the free and unrestricted right to enter into, conduct and benefit from
business ventures of any kind whatsoever, whether or not competitive with the
activities undertaken pursuant hereto, without disclosing such activities to the
other Party or inviting or allowing the other to participate including, without
limitation, involving Mineral Rights or Surface Rights adjoining the Area of
Interest or which previously formed a part of the Property.

       

      
        	
                12.2  

              	
                Entire
      Agreement

              


      

       

      This
Agreement and the schedules hereto constitute the entire agreement between the
Parties and supersedes and replaces any preliminary or other agreement or
arrangement, whether oral or written, express or implied, statutory or otherwise
heretofore existing between the Parties in respect of the subject matter of this
Agreement including, without limitation, the Letter Agreement.  This
Agreement may not be amended or modified except by an instrument in writing
signed by each of the Parties.

       

      
        
           

        

        
          Exhibit
10.14 - 24

          
            

          

        

        
           

        

      

       

      
        	
                12.3  

              	
                No
      Waiver

              


      

       

      No
consent hereunder or waiver of or with respect to any term or condition of this
Agreement will be effective unless it is in writing and signed by the consenting
or waiving Party.  No consent or waiver expressed or implied by either
Party in respect of any breach or default by the other in the performance by
such other of its obligations hereunder will be deemed or construed to be
consent to or a waiver of any other breach or default.

       

      
        	
                12.4  

              	
                Further
      Assurances

              


      

       

      The
Parties will promptly execute or cause to be executed all documents, deeds,
conveyances and other instruments of further assurance which may be reasonably
necessary or advisable to carry out fully the intent of this Agreement or to
record wherever appropriate the respective interests from time to time of the
Parties in the Property.

       

      
        	
                12.5  

              	
                Manner
      of Payment

              


      

       

      All
payments to be made to any Party may be made by cheque or draft mailed or
delivered to such Party at its address for notice purposes as provided herein,
or for the account of such Party at such bank in Canada or the United States as
the Party may designate from time to time by notice to the other
Party.  Such bank or banks will be deemed the agent of the designating
Party for the purposes of receiving, collecting and receipting such
payment.

       

      
        	
                12.6  

              	
                Enurement

              


      

       

      This
Agreement will enure to the benefit of and be binding upon the Parties and their
respective successors and permitted assigns.

       

      
        	
                12.7  

              	
                Special
      Remedies

              


      

       

      Each of
the Parties agrees that its failure to comply with the covenants and
restrictions set out in Section 4.5, Article 6, Article 8 or Article 10 would
constitute an injury and cause damage to the other Party impossible to measure
monetarily.  Therefore, in the event of any such failure, the other
Party will, in addition and without prejudice to any other rights and remedies
that it may have at law or in equity, be entitled to injunctive relief
restraining, enjoining or specifically enforcing the provisions of Section 4.3
or 4.5, Article 6, Article 8 or Article 10, as the case may be, and any
Party intending to breach or which breaches the provisions of Section 4.3 or
4.5, Article 6, Article 8 or Article 10 hereby waives any defence it may have at
law or in equity to such injunctive or equitable relief.

       

      
        	
                12.8  

              	
                Time
      of the Essence

              


      

       

      Time is
of the essence in the performance of each obligation under this
Agreement.

       

      
        	
                12.9  

              	
                Counterparts
      and Fax Execution

              


      

       

      This
Agreement may be executed in any number of counterparts and all such
counterparts, taken together, shall be deemed to constitute one and the same
instrument.  This Agreement may be signed and accepted by
facsimile.

       

      
        
           

        

        
          Exhibit
10.14 - 25

          
            

          

        

        
           

        

      

      


       

      IN WITNESS WHEREOF this
Agreement has been executed as of the date first above given.

       

      
        	
                The
      Corporate Seal of TNR
      GOLD CORP was affixed in the presence of:

                 

                /s/ Authorized
      Signatory                                                                   

                Authorized
      Signatory

                 

                 

                Authorized
      Signatory

              	
                )

                )

                )

                )

                )

                )                                                                                             
      C/S

                )

                )

                )

                )

              


      

      


       

      
        	
                SIGNED
      SEALED AND DELIVERED by

                FABIO
      MONTANARI  in the presence of:

                 

                /s/ witness
      signature                                                                   

                Witness

                 

                 

              	
                )

                )

                )

                )           /s/
      Fabio Montanari

                )           

                )            FABIO
      MONTANARI

                 

              
	 
      	 
      
	
                SIGNED
      SEALED AND DELIVERED by

                ANTONIO AUGUSTIN
      GIULIANOTTI  in the presence of:

                 

                 

                Witness

                 

                 

              	
                )

                )

                )

                )

                )

                )           ANTONIO AUGUSTIN
      GIULIANOTTI

                 

              


      


      
        
           


        

        
          Exhibit
10.14 - 26

          
            

          

        

        
           


        

      


      


      


       

      SCHEDULE
“A”:

       

      Original
Contract

       

       

       

       

      
        
           

        

        
          Exhibit
10.14 - 27

          
            

          

        

        
           

        

      

      


       

      
 

       

      SCHEDULE
“B”:

       

      JOINT-VENTURE
AGREEMENT

       

      
 

       

      
        
           

        

        
          Exhibit
10.14 - 28

          
            

          

        

        
           

        

      

      


       

      


       

      SCHEDULE
“C”:

       

      Letter
of Intent

       

      


       

      
        
           

        

        
          Exhibit
10.14 - 29