ex101.htm


    AMENDMENT
TO ACQUISITION AGREEMENT

    


    This agreement (the
“Amendment Agreement”)
dated January 19, 2009 amends the Acquisition Agreement dated August 12,
2008  (the "Acquisition Agreement"), made by and
between Minerco Resources, Inc. ("Minerco") and Wisdom
Resources, Inc. (“Wisdom”) as included by
Minerco in its registration statement on Form S-1 filed with the United States
Securities and Exchange Commission on December 10, 2008.

    


    WHEREAS:

    


    
      	
              A.

            	
              Pursuant to
      the Acquisition Agreement, Wisdom assigned 100% of all right and title in
      and to a certain unit to Minerco in consideration for a one-time lump sum
      cash payment $5,000 and 12,500,000 restricted common shares in the capital
      stock of Minerco; and

            


    

    


    
      	
              B.

            	
              For their
      mutual benefit, Minerco and Wisdom wish to modify the consideration paid
      between them in respect of the aforementioned unit and shares pursuant to
      the Acquisition Agreement.

            


    

    


    THIS AGREEMENT WITNESSES THAT
in consideration of the foregoing and the mutual covenants and promises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:

    


    1.           Amendment

    


    
      	
              1.1

            	
              Section 1.1
      of the Acquisition Agreement shall be deleted and replaced with
      the   following:

            


    

    


    
      	
               
      

            	
              1.1

            	
              On the basis
      of the representations and warranties set forth in section 2 of this
      Agreement, effective as of the Closing Date (as hereinafter
      defined):

            


    

    


    
      	
               
      

            	
              (a)

            	
              the Vendor
      assigns to the Purchaser one hundred percent (100%) of all right and title
      in and to the Unit and the Purchaser accepts such
    assignment;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the Vendor
      agrees to pay to the Purchaser a one-time lump sum cash payment of five
      thousand dollars ($5,000), in accordance with the Subscription Agreement
      (as hereinafter defined); and

            


    

    


    
      	
               
      

            	
              (c)

            	
              the Purchaser
      agrees to issue the Vendor 12,500,000 restricted common shares in the
      capital stock of the Purchaser (the “Shares”), subject to the
      Vendor executing a subscription agreement (the “Subscription Agreement”)
      substantially in the form attached hereto as Schedule B, which
      Subscription Agreement is hereby pre-approved by the Vendor.
    “

            


    

    


    
      	
              1.2

            	
              In Schedule B
      to the Acquisition Agreement (Private Placement
      Subscription   Agreement for U.S. Residents) the table
      labelled “Payment Information” shall be deleted and replaced with the
      following:

            


    

    


    
      	
              Payment
      Information

            	
              Payment
      Method:

            	
               Wire
      Transfer   ̈   Check
      / Bank Draft / Money Order  þ   Services   ̈

            
	
              Number of
      Shares Purchased:

            	
              12,500,000

            	100% of all
      right and title in and to the Unit plus $5,000 in accordance with the
      Acquisition Agreement dated August 12, 2008
	 
    	
              (the “Shares”)

            	
                                          Subscription
      Price

            
	
                Signature
      of Purchaser:

            	 
    


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.           Affirmation

    


    
      	
              2.1 

            	
              The parties
      affirm the Acquisition Agreement in all other
  respects.

            


    

    


    
      	
              2.2

            	
              For
      reference, a copy of the Acquisition Agreement, as amended, is attached
      hereto as Exhibit A.

            


    

    


    3.           General
Provisions

    


    
      	
              3.1

            	
              Counterparts.  This
      Amendment Agreement may be executed in counterparts, each of which shall
      be deemed an original, but all of which together shall constitute one and
      the same agreement.  In the event that the document is signed by
      one party and faxed to another the parties agree that a faxed signature
      shall be binding upon the parties to this Amendment Agreement as though
      the signature was an original.

            


    

    


    
      	
              3.2

            	
              Succession.  The
      provisions of this Amendment Agreement shall be binding upon the parties
      and their respective successors and permitted
  assigns.

            


    

    


    
      	
              3.3

            	
              Currency.  All
      references to currency in this Amendment Agreement are to U.S. dollars
      unless otherwise indicated.

            


    

     

    
      	
              3.4

            	
              Counsel.  The
      parties expressly acknowledge that each has been advised to seek separate
      counsel for advice in this matter and has been given a reasonable
      opportunity to do so.

            


    

    


    IN WITNESS WHEREOF the parties
have executed this Amendment Agreement as of the day and year first written
above.

    


    


    Minerco
Resources, Inc.

    


    Per:

     

    /s/
Michael Too

    Michael Too,
President,

    Authorized
Signatory

    


    


    Wisdom
Resources, Inc.

    


    Per:

     

    /s/
Michael Too

    Michael Too,
President,

    Authorized
Signatory

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

    


    ACQUISITION
AGREEMENT

    


    THIS AGREEMENT is
dated for reference the 12th day of August, 2008, as amended on the 19th day of
January, 2009.

    


    AMONG:

    


    Minerco Resources,
Inc.,

    a
company incorporated in the state of
Nevada                                                                                                (the
“Purchaser”)

    


    AND:

    


    Wisdom Resources,
Inc.,

    a
company incorporated in the state of
Nevada                                                                                                (the “Vendor”)

    


    


    WHEREAS, the Vendor purchased a unit
(the “Unit”) from
Plateau Mineral Development LLC (the “Operator”) pursuant to the
Addendum to Unit Acquisition Agreement dated August 1, 2008 (the “Acquisition Agreement”), attached hereto
and incorporated into this Agreement as Schedule “A”; and

    


    WHEREAS the Vendor
has agreed to sell the Unit and the Purchaser has agreed to buy the Unit on the
terms and conditions hereinafter set forth.

    


    NOW THEREFORE in
consideration of the premises, covenants and agreements contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the Vendor, the Purchaser and the Operator, the parties
hereby agree as follows:

    


    
      	
              1.

            	
              Purchase
      and Sale

            


    

    


    
      	
              1.1

            	
              On the basis
      of the representations and warranties set forth in section 2 of this
      Agreement, effective as of the Closing Date (as hereinafter
      defined):

            


    

    


    
      	
               
      

            	
              (a)

            	
              the Vendor
      assigns to the Purchaser one hundred percent (100%) of all right and title
      in and to the Unit and the Purchaser accepts such
    assignment;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the Vendor
      agrees to pay to the Purchaser a one-time lump sum cash payment of five
      thousand dollars ($5,000), in accordance with the Subscription Agreement
      (as hereinafter defined); and

            


    

    


    
      	
               
      

            	
              (c)

            	
              the Purchaser
      agrees to issue the Vendor 12,500,000 restricted common shares in the
      capital stock of the Purchaser (the “Shares”), subject to the
      Vendor executing a subscription agreement (the “Subscription Agreement”)
      substantially in the form attached hereto as Schedule B, which
      Subscription Agreement is hereby pre-approved by the
    Vendor.

            


    

    


    
      	
              1.2

            	
              The “Closing Date” shall
      occur on the tenth (10th)
      business day following the execution of this Agreement or on such other
      date as may be mutually agreed by the Vendor and the Purchaser in
      writing.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              2.

            	
              Representations
      and Warranties

            


    

    


    
      	
              2.1 

            	
              The Purchaser
      represents and warrants to the Vendor
that:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the Purchaser
      is a company duly incorporated, organized and validly subsisting under the
      laws of the state of Nevada;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the Purchaser
      has full power, capacity and authority to carry on its business and to
      enter into and perform its obligations under this Agreement and any
      agreement or instrument referred to or contemplated
  hereby;

            


    

    


    
      	
               
      

            	
              (c)

            	
              all necessary
      corporate and shareholder approvals of the Purchaser have been obtained
      and are in effect with respect to the transactions contemplated by this
      Agreement, and no further action on the part of the directors or
      shareholders of the Purchaser is necessary or desirable to make this
      Agreement valid and binding; and

            


    

    


    
      	
               
      

            	
              (d)

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

            


    

    


    
      	
              2.2 

            	
              The Vendor
      represents and warrants to the Purchaser
that:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the Vendor is
      the exclusive beneficial owner of the Unit and it has the exclusive right
      to enter into this Agreement;

            


    

    


    
      	
               
      

            	
              (b)

            	
              the Unit is
      free and clear of all liens, claims or other
  encumbrances;

            


    

    


    
      	
               
      

            	
              (c)

            	
              the Vendor is
      a company duly incorporated, organized and validly subsisting under the
      laws of the state of Nevada;

            


    

    


    
      	
               
      

            	
              (d)

            	
              the Vendor
      has the full power, capacity and authority to carry on its business and to
      enter into and perform its obligations under this Agreement and any
      agreement or instrument referred to or contemplated
  hereby;

            


    

    


    
      	
               
      

            	
              (e)

            	
              all necessary
      corporate and shareholder approvals of the Vendor have been obtained and
      are in effect with respect to the transactions contemplated by this
      Agreement, and no further action on the part of the directors or
      shareholders of the Vendor is necessary or desirable to make this
      Agreement valid and binding;

            


    

    


    
      	
               
      

            	
              (f)

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

            


    

    


    
      	
               
      

            	
              (g)

            	
              the
      Acquisition Agreement is and shall continue to be, subsequent to the
      Closing Date, (i) in full force and effect, (ii) binding upon the
      Operator, and (iii) enforceable against the Operator;
  and

            


    

    


    
      	
               
      

            	
              (h)

            	
              the Operator
      has consented to the sale of the Unit by the Vendor to the
      Purchaser.

            


    

    


    
      	
              2.3

            	
              The
      representations and warranties hereinbefore set out are conditions on
      which the parties have relied in entering into this Agreement and shall
      survive the acquisition of the Unit by the
  Purchaser.

            


    

    


    
      	
              2.4

            	
              Each of the
      parties shall 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
      it and contained in this Agreement.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    3.         General
Provisions

    


    
      	
              3.1

            	
              Relationship Between
      the Parties.  Nothing contained in this Agreement shall
      be construed as creating any relationship (whether by way of employment,
      agency, joint venture, association, or partnership) between the
      parties.  It is expressly understood that the relationship
      between the parties shall be that of independent
    contractors.

            


    

    


    
      	
              3.2

            	
              Time.  Time
      is of the essence of each provision of this
  Agreement.

            


    

    


    
      	
              3.3

            	
              Presumption.  This
      Agreement or any section thereof shall not be construed against any party
      due to the fact that said Agreement or any section thereof was drafted by
      said party.

            


    

    


    
      	
              3.4

            	
              Further
      Action.  The parties shall execute and deliver all
      documents, provide all information and take or forbear from all such
      action as may be necessary or appropriate to achieve the purposes of this
      Agreement.

            


    

    


    
      	
              3.5

            	
              Good Faith,
      Cooperation and Due Diligence.  The Parties covenant,
      warrant and represent to each other good faith, complete cooperation, due
      diligence and honesty in fact in the performance of all obligations of the
      parties pursuant to this Agreement.  All promises and covenants
      are mutual and dependent.

            


    

    


    
      	
              3.6

            	
              Savings Clause.  If
      any provision of this Agreement, or the application of such provision to
      any person or circumstance, shall be held invalid, the remainder of this
      Agreement, or the application of such provision to persons or
      circumstances other than those as to which it is held invalid, shall not
      be affected thereby and shall continue in full force and
      effect.

            


    

    


    
      	
              3.7

            	
              Assignment.  The
      Purchaser may assign any of its rights under this Agreement in its sole
      discretion, whether in whole or in part.  The Vendor may assign
      any of its rights or obligations hereunder without the prior written
      consent of the Purchaser.

            


    

    


    
      	
              3.8

            	
              Notices and
      Correspondence.  All notices required or permitted to be
      given under this Agreement shall be in writing and shall be deemed to have
      been sufficiently given for all purposes thereof when mailed by certified
      mail to the party to be notified or faxed with evidence of receipt to the
      applicable party or parties at the applicable addresse(s) first written
      above, or to such other person(s) or addresses as either party may
      designate upon at least ten (10) days written notice to the other
      party.

            


    

    


    
      	
              3.9

            	
              Entire
      Agreement.  This Agreement, including all attached
      schedules which are hereby incorporated by reference, sets forth the
      entire understanding and agreement among the parties relating to the
      subject matter contained herein and merges all prior discussions and
      agreements between them, and none of the parties shall be bound by any
      definition, condition, warranty or representation other than expressly
      stated in this Agreement.  Any amendment to this Agreement shall
      not be effective unless it is in writing and signed by the duly authorized
      signing officers or attorney in fact of each
  party.

            


    

    


    
      	
              3.10

            	
              Waiver. A delay or failure
      by any party to exercise in whole or in part a right, power or remedy
      under this Agreement shall not constitute a waiver of that or any other
      right, power or remedy.

            


    

    


    
      	
              3.11

            	
              Counterparts.  This
      Agreement may be executed in counterparts, each of which shall be deemed
      an original, but all of which together shall constitute one and the same
      Agreement.  In the event that the document is signed by one
      party and faxed to another the parties agree that a faxed signature shall
      be binding upon the parties to this Agreement as though the signature was
      an original.

            


    

    


    
      	
              3.12

            	
              Succession.  The
      provisions of this Agreement shall be binding upon the parties and their
      respective successors and permitted
assigns.

            


    

    


    
      	
              3.13

            	
              Currency.  All
      references to currency in this Agreement are to U.S. dollars unless
      otherwise indicated.

            


    

     

    
      	
              3.14

            	
              Counsel.  The
      Parties expressly acknowledge that each has been advised to seek separate
      counsel for advice in this matter and has been given a reasonable
      opportunity to do so.

            


    

    


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

    


    


    Minerco
Resources, Inc.

    


    Per:

     

    /s/
Gordon DeGroot

    Gordon DeGroot,
President,

    Authorized
Signatory

    


    


    Wisdom
Resources, Inc.

    


    Per:

     

    /s/
Michael Too

    Michael
Too, President,

    Authorized
Signatory

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
A

    


    ADDENDUM
TO UNIT ACQUISITION AGREEMENT

    


    THIS ADDENDUM
AGREEMENT (the “Agreement”) is dated for
reference the 1st day of August, 2008.

    


    BETWEEN:

    


    Wisdom Resources,
Inc.,

    a
company incorporated in the state of
Nevada                                                                      (“Wisdom”)

    


    AND

    


    Plateau Mineral Development,
LLC,

    1710 Crosswinds Landing

    Fort Walton Beach, FL
32547                                                                                              (“Plateau”)

    


    


    WHEREAS Wisdom and
Plateau entered into a Unit Subscription Agreement (the “Unit Subscription Agreement”)
regarding that certain natural gas pipeline owned by Plateau known as the
PMD-Duke (the “Pipeline”) located in Morgan
County, Tennessee;

    


    WHEREAS the Unit
Subscription Agreement consisted of: (i) a promissory note (the “Promissory Note”) dated May
15, 2008 (incorporated into this Agreement and attached hereto as Schedule 1);
and (ii) the “Financing the Completion of the PMD-Duke Pipeline” document dated
May 7, 2007 (collectively, the “Unit”);

    


    WHEREAS, by this
Agreement, the parties wish to clarify and affirm certain of their respective
representations, warranties, rights and obligations as contained in the Unit
Subscription Agreement;

    


    NOW THEREFORE in
consideration of the premises, covenants and agreements contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by Wisdom and by Plateau, the parties agree as
follows

    


    
      	
              1.

            	
              Confirmation
      of Purchase and Sale of Unit

            


    

    


    
      	
              1.1

            	
              Effective as
      of May 15, 2008 (the “Closing Date”), Plateau
      hereby confirms that it has  assigned to Wisdom one hundred
      percent (100%) of all right and title in and to the Unit and Wisdom
      confirms that it has accepted such
assignment.

            


    

    


    
      	
              1.2

            	
              The parties
      hereby represent, warrant and agree that the Unit consists of the
      following:

            


    

    


    
      	
              (a)  

            	
              the
      Promissory Note between the Wisdom and Plateau pursuant to which Plateau
      undertakes to pay to Wisdom the principal amount of twenty thousand
      dollars ($20,000) plus interest calculated annually at the rate of ten
      percent (10%) (the “Interest”) on any unpaid
      and outstanding principal to be paid as
follows:

            


    

    


    
      	
              a.  

            	
              Plateau shall
      pay to Wisdom Interest on any unpaid and outstanding principal each March
      31, June 30, September 30 and December 30 commencing within 60 days of
      completion of the Pipeline compressor station;
  and

            


    

    


    
      	
              b.  

            	
              Plateau shall
      pay to Wisdom amounts in respect of outstanding principal as
      follows:

            


    

    


    
      	
              i.  

            	
              $4,000 on
      December 31, 2007;

            


    

    
      	
              ii.  

            	
              $6,000 on
      December 31, 2008; and

            


    

    
      	
              iii.  

            	
              $10,000 on
      December 31, 2009

            


    

    


    
      	
              (b)  

            	
              a continuous
      right of Wisdom to receive from Plateau and an obligation of Plateau to
      pay to Wisdom a royalty (the “Royalty”), payable
      semi-annually by December 31 and June 30, equaling two cents ($0.02) per
      each one thousand (1000) cubic feet/MCF of gas flowing through the
      Pipeline, for as long as Plateau or its successors operates the
      Pipeline.  With regard to the Royalty, Plateau agrees that
      Wisdom’s twenty thousand dollar ($20,000) investment constitutes two (2)
      units of a maximum possible twenty-two (22) investment units in the
      Pipeline.  Each investment unit shall be valued at ten thousand
      dollars ($10,000) payable in cash only, with each unit holder being
      entitled to receive the Royalty on a pro-rated basis according to the
      number of units held by them.  Wisdom’s share of the Royalty may
      not be diluted by any additional investments in the
      Pipeline.  Also, no Unit holder may participate in the royalty
      or investment recoupment on terms more favorable than those granted to
      Wisdom.

            


    

    


    
      	
              1.3

            	
              The parties
      acknowledge and agree that the Unit shall be fully assignable by Wisdom,
      in whole or in part, by providing written notice of any such assignment to
      Plateau.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              2.

            	
              Representations
      and Warranties

            


    

    


    
      	
              2.1

            	
              Plateau
      represents, warrants and covenant to Wisdom
  that:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      Promissory Note is and shall continue to be, as of the date of this
      Agreement, in full force and effect, binding on and enforceable against
      Plateau;

            


    

    


    
      	
               
      

            	
              (b)

            	
              pursuant to
      the agreement between Plateau and Wisdom dated on or about May 7, 2007,
      Wisdom is entitled to receive or assign, and Plateau has agreed to pay to
      Wisdom or Wisdom’s assignee, the
Royalty;

            


    

    


    
      	
               
      

            	
              (c)

            	
              as of the
      date of this Agreement, twenty thousand dollars ($20,000) of principal and
      at least nine hundred and twenty dollars and fifty-five cents ($920.55) of
      interest remains payable in respect of the Promissory
  Note;

            


    

    


    
      	
               
      

            	
              (d)

            	
              Plateau shall
      not assign its obligations in relation to the Royalty or the Promissory
      Note to any party without the prior written consent of
    Wisdom;

            


    

    


    
      	
               
      

            	
              (e)

            	
              Plateau owns
      one hundred percent (100%) of all right and title in and to the
      Pipeline;

            


    

    


    
      	
               
      

            	
              (f)

            	
              Plateau has
      established an accountable operating division known as PMD Pipeline, L.P.,
      with its own bank account (the “Pipeline Account”), to
      monitor the business of the
Pipeline;

            


    

    


    
      	
               
      

            	
              (g)

            	
              all funds
      received or paid by or on behalf of Plateau in relation to the operation
      of the Pipeline shall be paid to or from the Pipeline
      Account.  No funds received by or on behalf of Plateau in
      relation to the operation of the Pipeline shall be commingled with other
      revenue sources;

            


    

    


    
      	
               
      

            	
              (h)

            	
              Plateau
      agrees to maintain accurate and normal books of account and records with
      reference to the Pipeline to meet tax reporting
    requirements;

            


    

    


    
      	
               
      

            	
              (i)

            	
              Plateau is a
      limited liability company duly incorporated, organized and validly
      subsisting under the laws of the State of Tennessee, with a registered
      records office located at 101 Hogan Lane, Columbia, Tennessee,
      38401;

            


    

    


    
      	
               
      

            	
              (j)

            	
              Plateau has
      the full power, capacity and authority to carry on its business and to
      enter into and perform its obligations under the Unit Subscription
      Agreement, under this Agreement and under any instrument referred to or
      contemplated hereby;

            


    

    


    
      	
               
      

            	
              (k)

            	
              all necessary
      partnership and member approvals of Plateau have been obtained and are in
      effect with respect to the transactions contemplated by the Unit
      Subscription Agreement, and no further action is necessary to maintain the
      Unit Subscription Agreement as valid and
  binding;

            


    

    


    
      	
               
      

            	
              (l)

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

            


    

    


    
      	
               
      

            	
              (m)

            	
              Plateau
      hereby acknowledges and agrees that the rights of Wisdom in the Promissory
      Note and the Royalty shall be secured against a collateral assignment of
      the Pipeline.

            


    

    


    
      	
              2.2

            	
              The
      representations and warranties hereinbefore set out are conditions on
      which the parties have relied in entering into this Agreement and the Unit
      Subscription Agreement and shall survive the acquisition or assignment of
      the Unit by Wisdom.

            


    

    


    
      	
              2.3

            	
              Each of the
      parties shall 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
      it and contained in this Agreement.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    3.           General
Provisions

    


    
      	
              3.1

            	
              Relationship Between
      the Parties.  Nothing contained in this Agreement shall
      be construed as creating any relationship (whether by way of employment,
      agency, joint venture, association, or partnership) between the
      parties.  It is expressly understood that the relationship
      between the parties shall be that of independent
    contractors.

            


    

    


    
      	
              3.2

            	
              Time.  Time
      is of the essence of each provision of this
  Agreement.

            


    

    


    
      	
              3.3

            	
              Presumption.  This
      Agreement or any section thereof shall not be construed against any party
      due to the fact that said Agreement or any section thereof was drafted by
      said party.

            


    

    


    
      	
              3.4

            	
              Further
      Action.  The parties shall execute and deliver all
      documents, provide all information and take or forbear from all such
      action as may be necessary or appropriate to achieve the purposes of this
      Agreement.

            


    

    


    
      	
              3.5

            	
              Good Faith,
      Cooperation and Due Diligence.  The Parties covenant,
      warrant and represent to each other good faith, complete cooperation, due
      diligence and honesty in fact in the performance of all obligations of the
      parties pursuant to this Agreement.  All promises and covenants
      are mutual and dependent.

            


    

    


    
      	
              3.6

            	
              Savings Clause.  If
      any provision of this Agreement or of the Unit Subscription Agreement, or
      the application of such provision to any person or circumstance, shall be
      held invalid, the remainder of this Agreement, or the application of such
      provision to persons or circumstances other than those as to which it is
      held invalid, shall not be affected thereby and shall continue in full
      force and effect.

            


    

    


    
      	
              3.7

            	
              Notices and
      Correspondence.  All notices required or permitted to be
      given under this Agreement shall be in writing and shall be deemed to have
      been sufficiently given for all purposes thereof when mailed by certified
      mail to the party to be notified or faxed with evidence of receipt to the
      applicable party or parties at the applicable addresse(s) first written
      above, or to such other person(s) or addresses as either party may
      designate upon at least ten (10) days written notice to the other
      party.

            


    

    


    
      	
              3.9

            	
              Entire
      Agreement.  This Agreement, together with the Unit
      Subscription Agreement, sets forth the entire understanding and agreement
      among the parties relating to the subject matter contained herein and
      merges all prior discussions and agreements between them, and none of the
      parties shall be bound by any definition, condition, warranty or
      representation other than expressly stated in this Agreement or in the
      Unit Subscription Agreement.  Any amendment to this Agreement
      shall not be effective unless it is in writing and signed by the duly
      authorized signing officers or attorney in fact of each
      party.  In the event of any conflict between this Agreement and
      the Unit Subscription Agreement, this Agreement shall
    govern.

            


    

    


    
      	
              3.10

            	
              Waiver. A delay or failure
      by any party to exercise in whole or in part a right, power or remedy
      under this Agreement shall not constitute a waiver of that or any other
      right, power or remedy.

            


    

    


    
      	
              3.11

            	
              Signatures.  This
      Agreement may not be executed in counterparts. Each party shall provide
      the other with a signed original copy of this Agreement by mail or
      delivery service within a reasonable time following its
      execution.

            


    

    


    
      	
              3.12

            	
              Succession.  The
      provisions of this Agreement and the Unit Subscription Agreement shall be
      binding upon the parties and their respective successors and permitted
      assigns.

            


    

    


    
      	
              3.13

            	
              Currency.  All
      references to currency in this Agreement are to U.S. dollars unless
      otherwise indicated.

            


    

    


    


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

    


    


    Wisdom
Resources, Inc.

    


    Per:

     

    /s/
Michael Too 

    Authorized
Signatory

    


    


    Plateau
Mineral Development, LLC

    


    Per:


    


    /s/
Robert D. Matthews

    Robert D. Matthews,
Manager

    Authorized
Signatory

    


    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
 

    


    


    SCHEDULE
1

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
B

    


    MINERCO
RESOURCES, INC.

    


    Private
Placement Subscription Agreement for U.S. Residents

    


    
      	
              Purchaser
      Information

            	
              Name:

            	
              Wisdom
      Resources, Inc.

            	
              (the “Purchaser”)

            
	
              Address:

            	
              375 N.
      Stephanie St., Ste 1411

            	
              SSN /
      Passport /

              Tax ID
      #:

            
	
              City:

            	
              Henderson

            	
              State:

            	
              Nevada

            
	
              Country:

            	
              U.S.A.

            	
              Zip
      Code:

            	
              89014

            
	
              Telephone:

            	 
    	
              Date:

            	
              August 12,
      2008

            


    

    


    
      	
              Payment
      Information

            	
              Payment
      Method:

            	
               Wire
      Transfer   ̈   Check
      / Bank Draft / Money Order   ̈   Services  þ

            
	
              Number of
      Shares Purchased:

            	
              12,500,000

            	100% of all
      right and title in and to the Unit plus $5,000 in accordance with the
      Acquisition Agreement dated August 12, 2008
	 
    	
              (the “Shares”)

            	
                                          Subscription
      Price

            
	
                Signature
      of Purchaser:

            	 
    


    

     

    * Please make
cheques payable to Minerco Resources, Inc.

    


    These
Securities may be repurchased in accordance with Section 5 of this
Agreement.

    


    These securities
have not been registered under the Securities Act of 1933 (the "U.S. Securities Act") and may not
be offered or sold in the United States or to U.S. persons (other than
distributors) unless the securities are registered under the U.S. Securities
Act, or an exemption from the registration requirements of the U.S. Securities
Act is available.  Hedging transactions involving these securities may
not be conducted unless in compliance with the U.S. Securities Act.

    


    The
foregoing Subscription is accepted for and on behalf of Minerco Resources,
Inc.

    


    
      	
              By:

            	
              /s/
      Gordon DeGroot

            	
              Date:

            	
              August 12,
      2008

            
	 
    	
              Gordon
      DeGroot, President

            	 
    	 
    


    

    1.           Purchase
and Sale of Shares

    


    
      	
              1.1

            	
              The Purchaser
      subscribes for and agrees to purchase common shares (the "Shares") of Minerco
      Resources, Inc. (the "Issuer"), a Nevada
      corporation, in the amount set out above, to be recorded in the name of
      the Purchaser at the address set out
above.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              2.

            	
              Acknowledgements,
      Representations and Warranties of the
Purchaser

            


    

    


    
      	
              2.1

            	
              The Purchaser
      acknowledges, represents and warrants as of the date of this Agreement
      that the Purchaser is (check at least
one):

            


    

    


    
      	
               ̈

            	
              a director,
      officer, controlling shareholder or founder of the
  Issuer;

            
	
               

               ̈

            	
              a close
      personal friend or close business associate of a director, executive
      officer, controlling shareholder or founder of the Issuer;

               

              Length of
      Relationship: __________________________

               

              Details of
      Relationship (attach additional sheets if necessary):

               

              __________________________­­­­­­­­­­­­­­­­______________________________

            
	
               ̈

            	
              a spouse,
      parent, grandparent, brother, sister or child of a director, executive
      officer, founder or controlling shareholder of the
  Issuer;

            
	
               ̈

            	
              a parent,
      grandparent, brother, sister, or child of a spouse of a director,
      executive officer, founder or controlling shareholder of the
      Issuer;

            
	
               

               ̈

            	
              a company of
      which a majority of the voting securities are beneficially owned by, or a
      majority of the directors are, persons described above in this
      section;

               

              Length of
      Relationship: __________________________

               

              Details of
      Relationship (attach additional sheets if necessary):

               

              __________________________­­­­­­­­­­­­­­­­______________________________

            
	
               

               ̈

            	
              a person or
      entity that qualifies as an "accredited investor" as that term is defined
      in Canadian National Instrument 45-106 because he or she
      possesses:

              o either alone
      or with a spouse, net assets of at least $5,000,000

              o an annual net
      income before taxes of more than $200,000 (or $300,000 together with a
      spouse) in each of the last 2 calendar years, and who reasonably expects
      to exceed that net income level this year

              o either alone
      or with a spouse, net financial assets exceeding
    $1,000,000;

            
	
               ̈

            	
              a person or
      entity that otherwise qualifies as an "accredited investor" as that term
      is defined in Canadian National Instrument 45-106; or

            
	
               ̈

            	
              is investing
      a minimum amount of $150,000, paid in
cash.

            


    

    


    
      	
              2.2

            	
              If the
      Purchaser is a corporation, the Purchaser acknowledges, represents and
      warrants as of the date of this Agreement that the following information
      is true (attach additional sheets if
necessary):

            


    

    


    Person or persons
with sole or joint voting and investment control of the Purchaser:

    


    _____________________________________________________________________

    


    List of all
Directors of the Purchaser:

    


    _____________________________________________________________________

    


    List of all
Officers of the Purchaser and their titles:

    


    _____________________________________________________________________

    


    List of all
majority shareholders of the Purchaser (20% or greater):

    


    _____________________________________________________________________

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              2.3

            	
              The Purchaser
      understands and acknowledges that (a) the Shares are being offered and
      sold under one or more of the exemptions from registration provided for in
      Section 4(2) of the U.S. Securities Act and any applicable state
      securities laws; (b) the Purchaser has reviewed the confidential business
      plan of the Issuer or such other material  documents of the
      Issuer as the Purchaser has deemed necessary or appropriate for the
      purposes of purchasing the Shares, including this subscription agreement
      (collectively, the "Offering Documents");
      and (c) this transaction has not been reviewed or approved by the United
      States Securities and Exchange Commission or by any regulatory authority
      charged with the administration of the securities laws of any state or
      foreign country.

            


    

    


    
      	
              2.4 

            	
              The Purchaser
      represents the following:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Sophistication of
      Purchaser.  The Purchaser either (i) has a preexisting
      personal or business relationship with the Issuer or its controlling
      persons, such as would enable a reasonably prudent purchaser to be aware
      of the character and general business and financial circumstances of the
      Issuer or its controlling persons, or (ii) by reason of the Purchaser's
      business or financial experience, individually or in conjunction with the
      Purchaser's unaffiliated professional advisors, who are not compensated by
      the Issuer or any affiliate or selling agent of the Issuer, directly or
      indirectly, is capable of evaluating the merits and risks of an investment
      in the Shares, making an informed investment decision and protecting the
      Purchaser's own interests in connection with the transactions contemplated
      by this Agreement.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Suitability.  The
      Purchaser understands and has fully considered for the purposes of this
      investment the risks of an investment in the Shares and understands that:
      (i) this investment is suitable only for a Purchaser who is able to bear
      the economic consequences of losing his or her entire investment; (ii) the
      Issuer is a start-up enterprise with no significant operating history;
      (iii) the purchase of the Shares is a speculative investment which
      involves a high degree of risk of loss of the Purchaser's entire
      investment, and (iv) there are substantial restrictions on the
      transferability of, and there may not be a public market for, the Shares,
      and accordingly, it may not be possible for the Purchaser to liquidate the
      his or her investment in the
Shares.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Lack of
      Liquidity.  The Purchaser is able to: (i) bear the
      economic risk of this investment, (ii) hold the Shares for an indefinite
      period of time, and (iii) afford a complete loss of his or her investment;
      and represents that the he or she has sufficient liquid assets so that the
      lack of liquidity associated with this investment will not cause any undue
      financial difficulties or affect his or her ability to provide for current
      needs and possible financial
contingencies.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Investment
      Information.  The Purchaser
      acknowledges that the Offering Documents contain the views of the
      management of the Issuer, and that any analysis of the market or of the
      Issuer’s strategy contained therein represents a subjective assessment
      about which reasonable persons could
disagree.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Access to
      Information. The Purchaser, in making his or her decision to
      purchase the Shares, has relied solely upon independent investigations
      made by the Purchaser and the representations and warranties of the Issuer
      contained in this Agreement and the Purchaser has been given (i) access to
      all material books and records of the Issuer; (ii) access to all material
      contracts and documents relating to this offering; and (iii) an
      opportunity to ask questions of, and to receive answers from, the
      appropriate executive officers and other persons acting on behalf of the
      Issuer concerning the Issuer and the terms and conditions of this
      offering, and to obtain any additional information, to the extent such
      persons possess such information or can acquire it without unreasonable
      effort or expense, necessary to verify the accuracy of the information set
      forth in the Offering Documents.  The Purchaser acknowledges
      that no valid request to the Issuer by the Purchaser for information of
      any kind about the Issuer has been refused or denied by the Issuer or
      remains unfulfilled as of the date of this
  Agreement.

            


    

    


    
      	
               
      

            	
              (f)

            	
              Review of Offering
      Documents.  The Purchaser has carefully reviewed this
      Agreement. In evaluating the suitability of an investment in the Issuer,
      the Purchaser has not relied upon any representations or other information
      (whether oral or written) other than as set forth in this Agreement or as
      contained in any documents or answers to questions furnished by the
      Company.

            


    

    


    
      	
               
      

            	
              (g)

            	
              Accuracy of
      Information. All of the information set forth on the cover page of
      this Agreement indicated as applicable to the Purchaser is true and
      correct in all respects.

            


    

    


    
      	
               
      

            	
              (h)

            	
              Investment
      Intent.  The Shares are
      being acquired by the Purchaser solely for the Purchaser's own personal
      account, for investment purposes only, and not with a view to, or in
      connection with, any resale or distribution thereof.  The
      Purchaser has no contract, undertaking, understanding, agreement or
      arrangement, formal or informal, with any person to sell, transfer or
      pledge to any person the Shares, any part thereof, any interest therein or
      any rights thereto.  The Purchaser has no present plans to enter
      into any such contract, undertaking, agreement or
    arrangement.

            


    

    


    
      	
               
      

            	
              (i)

            	
              Control of
      Funds. The Purchaser
      represents that the funds provided for this investment are the property of
      the Purchaser or are otherwise funds as to which the Purchaser has the
      sole right of management.

            


    

    


    
      	
               
      

            	
              (j)

            	
              No
      Brokers.  The Purchaser has not engaged any broker,
      dealer, finder, commission agent or other similar person in connection
      with the offer or sale of the Shares and is not under any obligation to
      pay any broker's fee or commission in connection with his or her
      investment.

            


    

    


    
      	
              2.5

            	
              The Purchaser
      agrees that the acknowledgements, representations, warranties of the
      Purchaser contained herein will survive the Closing (as hereinafter
      defined).

            


    

    


    
      	
              2.6

            	
              The Purchaser
      agrees not to engage in hedging transactions with regard to the Shares
      unless in compliance with the U.S. Securities
  Act.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    3.           Acknowledgements,
Representations and Warranties of the Issuer

    


    
      	
              3.1

            	
              The Issuer
      acknowledges, represents and warrants as of the date of this Agreement
      that the Shares, when issued, will be fully paid and non-assessable shares
      of the Issuer and will be issued free and clear of all liens, charges and
      encumbrances of any kind whatsoever, subject only to the resale
      restrictions under applicable securities
laws.

            


    

    


    4.           Registration
and Restriction of the Shares

    


    
      	
              4.1

            	
              No
      Registration.  The Purchaser acknowledges and understands
      that the Shares have not been registered under the U.S. Securities Act or
      applicable state securities laws, are not qualified for resale in the
      U.S., and that the Shares must be held indefinitely unless subsequently
      registered under the U.S. Securities Act or applicable state securities
      laws (which the Issuer is not obligated, and has no current intention, to
      do), or an exemption from such registration is
  available.

            


    

    


    
      	
              4.2

            	
              Restrictions on
      Transfer.  The Issuer shall refuse to register any
      transfer of the Shares not made in accordance with the provisions of
      Regulation S of the U.S. Securities Act, pursuant to registration under
      the U.S. Securities Act or pursuant to an available exemption from
      registration.

            


    

    


    
      	
               
      

            	
              The Purchaser
      acknowledges that the Shares will be subject to a number of resale
      restrictions in Canada including a restriction on trading, and until the
      restriction on trading expires the Purchaser will not be able to trade the
      Shares unless the Purchaser complies with an exemption from the prospectus
      and registration requirements under securities
  legislation.

            


    

    


    
      	
              4.3

            	
              Legend.  The
      Purchaser acknowledges and understands that the certificates representing
      the Shares will be stamped with the following legends (or substantially
      equivalent language) restricting transfer in the following
      manner:

            


    

    


    “The shares
represented by this certificate have not been registered under the Securities
Act of 1933, as amended.  The shares have been acquired for investment
and may not be offered, sold or otherwise transferred in the absence of an
effective registration statement with the respect to the shares or an exemption
from the registration requirements of said act that is then applicable to the
shares, as to which a prior opinion of counsel may be required by the issuer or
the transfer agent.”

    


    The Purchaser
hereby consents to the Issuer making a notation on its records or giving
instructions to any transfer agent of the Shares in order to implement the
restrictions on transfer described in this Agreement.

    


    
      	
              4.4

            	
              Additional
      Restrictions.  The Purchaser agrees that he or she shall
      not sell or otherwise dispose of the Shares for a period of four months
      from the date of this Agreement.

            


    

    


    
      	
              5.

            	
              Closing

            


    

    


    
      	
              5.1

            	
              The Issuer
      will confirm whether or not the Agreement is acceptable, whereupon the
      Issuer will deliver to the Purchaser a signed copy of this Agreement (the
      “Closing”) and shall deliver within a reasonable time a certificate
      representing the Shares, registered in the name of the
      Purchaser.

            


    

    


    
      	
              6.

            	
              Withdrawal
      of Subscription

            


    

    


    
      	
              6.1

            	
              The Purchaser
      has a two day cancellation right and may withdraw his or her subscription
      by sending notice to the Issuer by midnight on the second business day
      after the Purchaser signs this
Agreement.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              7.

            	
              Miscellaneous

            


    

    


    
      	
              7.1

            	
              The Purchaser
      acknowledges that at present the Issuer is not a reporting issuer in any
      jurisdiction in Canada.

            


    

    


    
      	
              7.2

            	
              Except as
      expressly provided in this Agreement, this Agreement contains the entire
      agreement between the parties with respect to the Shares and there are no
      other terms, conditions, representations or warranties whether expressed,
      implied, or written by statute, by common law, by the Issuer, by the
      Purchaser or by anyone else.

            


    

    


    
      	
              7.3

            	
              This
      Agreement may not be amended without the express written consent of each
      of the parties hereto.

            


    

    


    
      	
              7.4

            	
              This
      Agreement shall inure to the benefit of the successors and assigns of the
      Issuer and, subject to the restrictions on transfer herein set forth, be
      binding upon the Purchaser, the Purchaser’s successors, and the
      Purchaser’s assigns.

            


    

    


    
      	
              7.5

            	
              All
      references to currency in this Agreement are to U.S.
    dollars.

            


    

    


    
      	
              7.6

            	
              This
      Agreement may be executed by facsimile and in counterparts, each of which
      so signed shall be deemed to be an original, and all such counterparts
      together shall constitute one and the same
  instrument.