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






PURCHASE AGREEMENT 

THIS AGREEMENT dated for reference the 22nd day of
December, 2006. 

BETWEEN: 

KIMBERLEY SINCLAIR., of
470 Granville Street, Suite 818, 
Vancouver, BC, Canada V6C 1V5 

(hereinafter called the “Vendor”) 

OF THE FIRST PART 

AND: 

ROSTOCK VENTURES CORP.,
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 claim 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) 	
      she is the sole recorded and beneficial owner of an
      undivided l00% interest in and to the Property;

	 	 	 
	 	(b) 	
      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;







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	 	(c) 	
      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;

	 	 	 
	 	(d) 	
      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

	 	 	 
	 	(e) 	
      she 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. 




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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 $6,000 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. 




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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: 


/s/ Kimberley Sinclair

_______________________________
Kimberley Sinclair 

 

PURCHASER: 
ROSTOCK VENTURES CORP. 
by its
authorized signatory: 

/s/ Collin D. Sinclair

_______________________________
Signature of Authorized Signatory


 

Collin D. Sinclair 
_______________________________

Name of Authorized Signatory 

President

_______________________________
Position of Authorized Signatory 




SCHEDULE “A” 


THE PROPERTY 

 

	Claim Name 	Book and Instrument Numbers 
	 	 
	McVicar Lode Mining Claim 	20061127-0003293 


 

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