MINERAL
      CLAIM PURCHASE AGREEMENT

    


    BY
      AND BETWEEN

    


    LAUREATE
      RESOURCES & STEEL INDUSTRIES INC.

    


    AND

    


    TERRACAN
      RESOURCES LTD.

    


    THIS
      MINERAL CLAIM PURCHASE AGREEMENT (this “Agreement”),
      dated
      May 28, 2008, is entered into by and between Laureate Resources & Steel
      Industries Inc., a Nevada corporation having its principal offices at 245 Park
      Avenue, 24th
      Floor,
      New York, NY 10167 (the “Seller”)
      and
      Terracan Resources Ltd., a company incorporated pursuant to the laws of British
      Columbia having its principal offices at 12456 23A Avenue, Surrey, British
      Columbia (the “Purchaser”).
      

    


    W
      I T N E
      S S E T H :

    


    WHEREAS,
      the Seller owns the Claim, as such term is defined and enumerated in Section
      1.1
      hereof; 

    


    WHEREAS,
      the Seller wishes to sell all its right, title and interest in and to the Claim
      to the Purchaser for the sum of ONE THOUSAND ($1,000) dollars CAD pursuant
      to
      the terms and conditions set forth herein; and

    


    WHEREAS,
      the Purchaser wishes to purchase the Claim pursuant to the terms and conditions
      set forth herein.

    


    NOW,
      THEREFORE, in consideration of the covenants, promises and representations
      set
      forth herein, and for other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, and intending to be legally bound
      hereby, the parties agree as follows:

    


    1. Sale
      of the Claim.
      

    


    1.1
       The
      Claim.
      

    


    Subject
      to the terms and conditions stated herein, and in exchange for the consideration
      set forth in Section 1.2 hereof, the Seller does hereby transfer, sell, assign,
      set over and quit claim unto the Purchaser, and the Purchase hereby acquires
      from the Seller, all of the Seller’s right, title and interest in and to each
      and every mining claim identified below (the “Claim”):
      

    


    
      	
              Tenure
                Number

            	
              Claim
                Name

            	
              Map
                Number

            	
              Mining
                Division

            	
              Area

            
	
              514065

            	
              SUGARLOAF

            	
              092I

            	
              Nicola

            	
              497.436

            


    

    


    1.2 The
      Purchase Price.
      The
      Purchaser hereby agrees to pay, and the Seller hereby acknowledges receipt
      of,
      the sum of ONE THOUSAND ($1,000) dollars CAD as consideration for the
      Claim.

     

    2. Appointment.
      The
      Seller hereby appoints the Purchaser to be its attorney for the limited purpose
      of executing on its behalf any deed or document and perform all other lawful
      acts that may be required to duly transfer the Claim to the
      Purchaser.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    3.
       Representations
      and Warranties.

    


    3.1 Each
      party hereto hereby agrees that the Seller makes no representation or warranties
      regarding the (a) value of the Claim; (b) the existence of mineral deposits
      in
      geographic areas covered by the Claim (such areas, the “Property”);
      (c)
      the safety, feasibility or legality of exploring the Claim; or (d) the
      transferability of the Claim. The Seller has conducted no independent
      verification of its title to the Claim or rights to transfer the
      Claim.

    


    3.2 Seller’s
      Representations.
      As an
      inducement to the Purchaser to enter into this Agreement and to consummate
      the
      transactions contemplated herein, the Seller represents and warrants to the
      Purchaser as follows, all of which are true and complete as of the date of
      this
      Agreement:

    


    (a)
       Organization
      of the Seller.
      The
      Seller is a corporation duly organized and validly existing and in good standing
      under the laws of the State of Nevada, and has all requisite power and authority
      to own, lease and operate its properties and to carry on its business as now
      being conducted. 

    


    (b)
       Authority.
      (1) The
      Seller has the requisite corporate power and authority to enter into and perform
      its obligations under this Agreement; (2) the execution and delivery of this
      Agreement by the Seller and the consummation by it of the transactions
      contemplated hereby and thereby have been duly authorized by all necessary
      corporate action and no further consent or authorization of the Seller or its
      Board of Directors or stockholders is required; and (3) this Agreement has
      been
      duly executed and delivered by the Seller and constitutes a valid and binding
      obligation of the Seller enforceable against the Seller in accordance with
      its
      terms, except as such enforceability may be limited by applicable bankruptcy,
      insolvency, or similar laws relating to, or affecting generally the enforcement
      of, creditors' rights and remedies or by other equitable principles of general
      application.

    


    3.3 Purchaser’s
      Representations.
      As an
      inducement to the Seller to enter into this Agreement and to consummate the
      transactions contemplated herein, the Purchaser represents and warrants to
      the
      Seller as follows, all of which are true and complete as of the date of this
      Agreement:

    


    (a)
       Organization
      of the Purchaser.
      The
      Purchaser is a corporation duly organized and validly existing and in good
      standing under the laws of British Columbia, and has all requisite power and
      authority to own, lease and operate its properties and to carry on its business
      as now being conducted. 

    


    (b)
       Authority.
      (1) The
      Purchaser has the requisite corporate power and authority to enter into and
      perform its obligations under this Agreement; (2) the execution and delivery
      of
      this Agreement by the Purchaser and the consummation by it of the transactions
      contemplated hereby and thereby have been duly authorized by all necessary
      corporate action and no further consent or authorization of the Purchaser or
      its
      Board of Directors or stockholders is required; and (3) this Agreement has
      been
      duly executed and delivered by the Purchaser and constitutes a valid and binding
      obligation of the Purchaser enforceable against the Purchaser in accordance
      with
      its terms, except as such enforceability may be limited by applicable
      bankruptcy, insolvency, or similar laws relating to, or affecting generally
      the
      enforcement of, creditors' rights and remedies or by other equitable principles
      of general application.

    


    4. Indemnification
      of the Seller.

    


    From
      and
      after the date of this Agreement, the Purchaser shall indemnify the Seller
      and
      the Seller’s successors and assigns, as well as their officers, directors,
      employees, agents and shareholders (collectively, the “Seller
      Indemnitees”),
      against and hold the Seller Indemnitees harmless from:

     

    (a) any
      Losses based upon, resulting from, arising out of, caused by or in connection
      with any breach or nonperformance of any agreement or obligation of the
      Purchaser in this Agreement (“Loss”
or
      “Losses”
as
      used
      in this agreement means any and all losses (direct or indirect), liabilities,
      claims, demands, judgments, damages, fines, costs, expenses, penalties, actions,
      notices of violation, and notices of liability and any claims in respect thereof
      (including the costs of investigation, remediation, accountants and attorney’s
      fees)); 

     

    (b) any
      transfer taxes, Losses, fines or fees caused by, or imposed in connection with,
      the transfer of the Claim, including but not limited to any fees required to
      be
      paid to any federal, provincial or local agency or department in connection
      with
      transferring the ownership of the Claim; 


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    (c) any
      judgments or liens which may be imposed on the Seller in connection with (i)
      its
      acquisition, ownership or transfer of the Claim, or (ii) its actions or
      omissions in connection with the Claim or the Property, including but not
      limited to judgments relating to the negligent management of the Claim or the
      Property; 

    


    (d) any
      and
      all obligations, pursuant to court order or otherwise, to pay the Purchaser
      or
      any third party, including but not limited to a federal, provincial or local
      authority, for the reclamation or remediation of any environmental or other
      condition on or relating to the Property arising from any exploration, mining
      activities or other activity or use of the Property, including any cost,
      liability, Loss, damage, claim, expense or contribution, including attorneys
      fees, arising from or related to any such condition or the reclamation or
      remediation thereof; 

     

    (e) any
      and
      all obligations, pursuant to court order or otherwise, to pay the Purchaser
      or
      any third party, including but not limited to a federal, provincial or local
      authority, for any and all personal injuries, death or disability caused by
      or
      in connection the Claim or the Property; or

    


    (f) any
      Losses based upon, resulting from, arising out of, caused by or in connection
      with any failure of the Purchasers to comply with the provisions of this
      Section.

    


    5.
       Miscellaneous.

    


    (a)
       Notices.
      All
      notices or other communications required or permitted hereunder shall be in
      writing. Any notice, request, demand, claim or other communication hereunder
      shall be deemed duly given (i) if by personal delivery, when so delivered;
      (ii)
      if mailed, three (3) business days after having been sent by registered or
      certified mail, return receipt requested, postage prepaid and addressed to
      the
      intended recipient as set forth below; or (iii) if sent through an overnight
      delivery service in circumstances to which such service guarantees next day
      delivery, the day following being so sent to the address of the intended
      recipient as first set forth above. Any party may change the address to which
      notices and other communications hereunder are to be delivered by giving the
      other parties notice in the manner herein set forth.

    

      
        	
                Notice
                  Address of Seller:

              	
                Laureate
                  Resources & Steel Industries Inc.

              
	 	
                245
                  Park Avenue,

              
	 	
                24th
                  Floor

              
	 	
                New
                  York, NY 10167

              
	 	 
	
                Notice
                  Address of Purchaser:

              	
                Terracan
                  Resources Ltd.

              
	 	
                12456
                  23A Avenue

              
	 	
                Surrey,
                  BC V4A 9X6

              


      

    

     

    (b)
       GOVERNING
      LAW, JURISDICTION AND VENUE.
      THE
      PARTIES AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
      ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT
      GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. ALL PARTIES HERETO,
      TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND
      VOLUNTARILY, WAIVE AND FOREVER RELINQUISH THE RIGHT TO A TRIAL BY JURY IN ANY
      ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO
      THIS
      AGREEMENT, ANY CONDUCT, ACT OR OMISSION OF ANY OTHER PARTY HERETO. THE SELLER
      AND PURCHASER EACH HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF THE STATE
      OR FEDERAL COURTS LOCATED IN THE CITY AND STATE OF NEW YORK IN THE BOROUGH
      OF
      MANHATTAN FOR ALL PURPOSES IN CONNECTION WITH ANY ACTION OR PROCEEDING WHICH
      ARISES OUT OF OR RELATES TO THIS AGREEMENT AND AGREE THAT ANY ACTION INSTITUTED
      UNDER THIS AGREEMENT SHALL BE BROUGHT ONLY IN SUCH COURT

    


    (c)
       Duration
      of Agreement.
      This
      indemnification provisions of this Agreement shall apply to any claim asserted
      and any Losses incurred in connection with any claim asserted on or after the
      effective date of this Agreement and shall continue until and terminate upon
      the
      later of: (i) 10 years after the date hereof; or (ii) the expiration of the
      statute of limitations applicable in any matter related to the Claim, the
      Property or this Agreement. 


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    (d) Entire
      Agreement.
      This
      Agreement sets forth the entire agreement and understanding of the parties
      in
      respect of the transactions contemplated hereby and supersedes all prior and
      contemporaneous agreements, arrangements and understandings of the parties
      relating to the subject matter hereof.

    


    (e)
       Amendments.
      This
      Agreement may be amended, modified, superseded or cancelled, and any of the
      terms, covenants, representations, warranties or conditions hereof may be
      waived, only by a written instrument executed by each party, in the case of
      a
      waiver, by the party waiving compliance.

    


    (f) Counterparts;
      Interpretation. 
      This Agreement may be executed in any number of counterparts, each of which
      shall be deemed an original, and all of which shall constitute one and the
      same
      instrument.  No ambiguity in any provision hereof shall be construed
      against parties by reason of the fact it was drafted by such party or its
      counsel. Nothing expressed or implied in this Agreement is intended, or shall
      be
      construed, to confer upon or give any person other than the parties any rights
      or remedies under or by reason of this Agreement. 

    


    (g) Acceptance
      by Fax.
      This
      Agreement shall be accepted, effective and binding, for all purposes, when
      the
      parties shall have signed and transmitted to each other, by telecopier or
      otherwise, copies of the signature pages hereto.

    


    (h) Binding
      Effect; Benefits.
      This
      Agreement shall inure to the benefit of, and be binding upon, the parties hereto
      and their respective heirs, legal representatives, successors and permitted
      assigns. Nothing in this Agreement, express or implied, is intended to or shall
      confer upon any person other than the parties hereto, and their respective
      heirs, legal representatives, successors and permitted assigns, any rights,
      remedies, obligations or liabilities under, in connection with or by reason
      of
      this Agreement.

    


    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the
      date first set forth above.

    


    
      	
              LAUREATE RESOURCES & STEEL INDUSTRIES INC.

            
	 	 
	
              By:

            	
              /s/
                Barbara Salz

            
	 	
              Name:
                 Barbara Salz

            
	 	
              Title:   
                Corporate Secretary

            
	 	 
	
              TERRACAN
                RESOURCES LTD.

            
	 	 
	
              By:

            	
              /s/
                Caroline Rechia

            
	 	
              Name:  Caroline
                Rechia

            
	 	
              Title:    President

            


    

     

    
      
        
        

      

      
        4