Filed by Automated Filing Services Inc. (604) 609-0244 - Golden Claw Ventures Inc. - Exhibit 10.1






PURCHASE AGREEMENT

THIS AGREEMENT dated for reference the 22nd day of
December, 2005.

BETWEEN:

MULTI METAL MINING CORP.,
of 6075 Eastern Avenue, Suite
#1, Las Vegas, Nevada 89119-3146

(hereinafter called the “Vendor”)

OF THE FIRST PART

AND:

GOLDEN CLAW VENTURES
INC., a Nevada corporation having
its registered office at 8275 S.
Eastern Avenue, Suite 200, Las Vegas,
Nevada 89123

(hereinafter called the
“Purchaser”)

OF THE SECOND PART

WHEREAS:

A.     
       The Vendor is the beneficial owner of the
mineral claims described in Schedule “A” hereto (the “Property”);

B.       
     The Vendor wishes to sell a 100% undivided interest in
and to the Property to the Purchaser and the Purchaser wishes to acquire such
interest pursuant to the terms and conditions hereinafter set out;

NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the premises and of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:

VENDOR’S REPRESENTATIONS AND WARRANTIES

	1. 	  
	The Vendor represents and warrants to the Purchaser that:
	 	 	 
		(a) 	 it has been duly incorporated, amalgamated or continued
        and validly exists as a corporation in good standing under the laws of
        its jurisdiction of incorporation, amalgamation or continuation;

	 	 	 
		(b) 	 it is the sole recorded and beneficial owner of an undivided
        l00% interest in and to the Property;

	 	 	 
		(c) 	 the claims comprising the Property have been, to the
        best of the information and belief of the Vendor, properly located and
        staked and recorded in compliance with the laws of the jurisdiction in
        which they are situate, are accurately described in Schedule “A”
        and are valid and subsisting mineral claims as at the date of this Agreement;








-2-

	 	(d) 	 the Property is in good standing under all applicable
        laws and regulations, all assessment work required to be performed and
        filed has been performed and filed, all taxes and other payments have
        been paid and all filings have been made;

	 	 
	 	(e) 	 the Property is free and clear of any encumbrances,
        liens or charges and neither the Vendor nor, to the best of the Vendor’s
        knowledge, any of her predecessors in interest or title, have done anything
        whereby the Property may be encumbered; and

	 	 
	 	(f) 	 it has the right to enter into this Agreement and to
        deal with the Property in accordance with the terms of this Agreement,
        there are no disputes over the title to the Property, and no other party
        has any interest in the Property or the production therefrom or any right
        to acquire any such interest.



PURCHASER’S REPRESENTATIONS AND WARRANTIES

	2. 	 
	The Purchaser represents and warrants to the Vendor that:

	 	 	 
		(a) 	 it has been duly incorporated, amalgamated or continued
        and validly exists as a corporation in good standing under the laws of
        its jurisdiction of incorporation, amalgamation or continuation;

	 	 	 
		(b) 	 it has duly obtained all corporate authorizations for
        the execution of this Agreement and for the performance of this Agreement
        by it, and the consummation of the transactions herein contemplated will
        not conflict with or result in any breach of any covenants or agreements
        contained in, or constitute a default under, or result in the creation
        of any encumbrance under the provisions of the Articles or the constating
        documents of the Purchaser or any shareholders’ or directors’
        resolution, indenture, agreement or other instrument whatsoever to which
        the Purchaser is a party or by which it is bound or to which it or the
        Property may be subject; and

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



SURVIVAL OF REPRESENTATIONS AND WARRANTIES

3.                             
The representations and warranties in this Agreement shall survive the closing
of this transaction and shall apply to all assignments, conveyances, transfers
and documents delivered in connection with this Agreement and there shall not be
any merger of any representations and warranties in such assignments,
conveyances, transfers or documents notwithstanding any rule of law, equity or
statute to the contrary and all such rules are hereby waived. The Vendor shall
have the right to waive any representation and warranty made by the Purchaser in
the Vendor’s favour without prejudice to any of its rights with respect to any
other breach by the Purchaser and the Purchaser shall have the same right with
respect to any of the Vendor’s representations in the Purchaser’s favour.




-3-

PURCHASE AND SALE

4.                             
The Vendor hereby sells and assigns and the Purchaser hereby purchases a 100%
undivided interest in and to the Property for the sum of $4,500 US payable on
execution of this Agreement.

FURTHER ASSURANCES

5.                             
Upon payment of the Purchase Price the Vendor shall cause to be executed a Bill
of Sale or such other documents as the Purchaser may reasonably require
transferring a 100% undivided interest in and to the Property to the Purchaser
or its nominee which the Purchaser shall be at liberty to record forthwith. The
parties shall execute all further documents or assurances as may be required to
carry out the full intent of this Agreement.

NOTICE

6.                             
Each notice, demand or other communication required or permitted to be given
under this Agreement shall be in writing and shall be delivered, telegraphed or
telecopied to such party at the address for such party specified above. The date
of receipt of such notice, demand or other communication shall be the date of
delivery thereof if delivered or telegraphed or, if given by telecopier, shall
be deemed conclusively to be the next business day. Either party may at any time
and from time to time notify the other party in writing of a change of address
and the new address to which notice shall be given to it thereafter until
further change.

PAYMENT

7.                             
All references to monies hereunder will be in United States funds. All payments
to be made to any party hereunder may be made by check mailed or delivered to
such party to its address for notice purposes as provided herein.

ENTIRE AGREEMENT

8.                           
  This Agreement constitutes the entire agreement between the parties and replaces
  and supercedes all agreements, memoranda, correspondence, communications, negotiations
  and representations, whether verbal or express or implied, statutory or otherwise,
  between the parties with respect to the subject matter herein.

GENDER

9.                             
Wherever the singular or neuter are used herein the same shall be deemed to
include the plural, feminine or masculine.

ENUREMENT

10.                           
  This Agreement shall enure to the benefit of and be binding upon the parties
  hereto and their respective successors and permitted assigns.




-4-

EXECUTION

11.                        (a)
Counterparts. This Agreement may be executed in one or more counterparts, all of
which will be considered one and the same agreement and will become effective
when one or more counterparts have been signed by each of the parties and
delivered to the other parties, it being understood that all parties need not
sign the same counterpart.

                            
(b) Fax Execution. This Agreement may be executed by delivery of executed
signature pages by fax and such fax execution will be effective for all
purposes.

IN WITNESS WHEREOF this Agreement has been executed by
the parties hereto as of the day and year first above written.

VENDOR:
MULTI METAL MINING CORP.
by its
authorized signatory:

/s/ Larry
Sostad
_______________________________
Signature of Authorized
Signatory

Larry Sostad

  _______________________________

  Name of Authorized Signatory

Pres/Secretary

  _______________________________

  Position of Authorized Signatory

PURCHASER:
GOLDEN CLAW VENTURES INC.
by its
authorized signatory:

/s/ D. Michelle
Kerr
_______________________________
Signature of Authorized
Signatory

D. Michelle Kerr
_______________________________
Name of
Authorized Signatory

President
_______________________________
Position of
Authorized Signatory




SCHEDULE “A”

THE PROPERTY

	 	Claim Name 	Book and Instrument Numbers 
	 	 	  
	 	Golden Claw #1 	20051117-0003572 
	 	Golden Claw #2 	20051117-0003573 


Located in the Yellow Pine Mining
District, Clark County, Nevada, USA