form8k112709ex10-1.htm


    
      

      

    


    PROPERTY
OPTION AGREEMENT

    


    THIS
AGREEMENT made and entered into as of the 27th day
of November, 2009

    


    
      	
              BETWEEN:

            	
              MinQuest
      Inc., a company having a mailing address at 4235 Christy Way, Reno,
      Nevada, 89519, U.S.A.

            


    

    


    (herein
called the “Optionor”)

    


    OF
THE FIRST PART

    


    


    
      	
              AND:

            	
              Fenario,
      Inc., a company having an office at 2533 N. Carson Street, Suite 5018,
      Carson City, Nevada, 89706, U.S.A.

            


    

    


    (herein
called the “Optionee”)

    


    
      	
               
      

            	
              OF
      THE SECOND PART

            


    

    


    WHERAS
the Optionor has represented that it is the sole recorded and beneficial owner
in and to the property called the CX Project (the “Property) described in
Schedule “A” attached hereto;

    


    AND
WHEREAS the Optionor, subject to the Net Smelter Royalty reserved to the
Optionor, now wishes to grant to the Optionee the exclusive right and option to
acquire an undivided 100% right, title and interest in and to the Property on
the terms and  conditions hereinafter set forth;

    


    NOW
THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises, the
mutual covenants herein set forth and the sum of One Dollar ($1.00) of lawful
money of U.S. currency now paid by the Optionee to the Optionor (the receipt
whereof is hereby acknowledged), the Parties hereto do hereby mutually covenant
and agree as follows:

    


    
      	
              1.

            	
              Definitions

            


    

    


    
      	
               
      

            	
              The
      following words, phrases and expressions shall have the following
      meanings:

            


    

    


    
      	
               
      

            	
              (a)

            	
              “After
      Acquired Properties” means any and all mineral interests staked, located,
      granted or acquired by or on behalf of either of the parties hereto during
      the currency of this Agreement which are located, in the whole or in part,
      within one mile of the existing perimeter of the
  Property;

            


    

    


    
      	
               
      

            	
              (b)

            	
              “Exchange”
      means OTCBB Exchange;

            


    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              “Expenditures”
      includes all direct or indirect expenses [net of government incentives and
      not including payments to the Optionor pursuant to section 4, paragraphs
      (a), (b)(ii), (c)(ii), (d)(ii), (e)(ii), (f)(ii), (g)(ii), (h)(ii),
      (i)(ii), (j)(ii), and (k)(ii) hereof ] of or incidental to Mining
      Operations. The certificate of the Controller or other financial officer
      of the Optionee, together with a statement of Expenditures in reasonable
      detail shall be prima facie evidence of such Expenditures; the parties
      hereto agree that Property payments and Property expenditures are separate
      payments as outlined in paragraph
4;

            


    

    


    
      	
               
      

            	
              (d)

            	
              “Facilities”
      means all mines and plants, including without limitation, all pits,
      shafts, adits, haulageways, raises and other underground workings, and all
      buildings, plants, facilities and other structures, fixtures and
      improvements, and all other property, whether fixed or moveable, as the
      same may exist at any time in, or on the Property and relating to the
      operator of the Property as a mine or outside the Property if for the
      exclusive benefit of the Property
only;

            


    

    


    
      	
               
      

            	
              (e)

            	
              “Force
      Majeure” means an event beyond the reasonable control of the Opionee that
      prevents or delays it from conducting the activities contemplated by this
      Agreement other than the making of payments referred to in Section 4
      herein. Such events shall include but not be limited to acts of God, war,
      insurrection, action of governmental agencies reflecting an instability in
      government procedures, or delay in permitting unacceptable to both
      Optionor and Optionee;

            


    

    


    
      	
               
      

            	
              (f)

            	
              “Mineral
      Products” means the commercial end products derived from operating the
      Property as a mine:

            


    

    


    
      	
               
      

            	
              (g)

            	
              “Mining
      Operations” includes:

            


    

    


    
      	
               
      

            	
              (i)

            	
              every
      kind of work done on or with respect to the Property by or under the
      direction of the Optionee during the Option Period or pursuant to an
      approved Work Program; and

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (ii)

            	
              without
      limiting the generality of the foregoing, including all work capable of
      receiving assessment credits pursuant to the Mines and Minerals act of
      Nevada and the work of assessment, geophysical, geochemical and geological
      surveys, studies and mapping, investigating, drilling, designing,
      examining equipping, improving, surveying, shaft sinking, raising,
      cross-cutting and drifting, searching for, digging, trucking, sampling,
      working and procuring minerals, ores and metals, in surveying and bringing
      any mineral claims to lease or patent, in doing all other work usually
      considered to be prospecting, exploration, development, a feasibility
      study, mining work, milling concentration, beneficiation or ores and
      concentrates, as well as the separation and extraction of Mineral Products
      and all reclamation, restoration and permitting
  activities;

            


    

    


    
      	
               
      

            	
              (h)

            	
              “Net
      Smelter Royalty” means that Net Smelter Royalty as defined in Schedule “B”
      attached hereto (“NSR”);

            


    

    


    
      	
               
      

            	
              (i)

            	
              “Option”
      means the option granted by the Optionor to the Optionee to acquire,
      subject to the NSR reserved to the Optionor, an undivided 100% right,
      title and interest in and to the Property as more particularly set forth
      in Section 4;

            


    

    


    
      	
               
      

            	
              (j)

            	
              “Option
      Period” means the period from the date hereof to the date at which the
      Optionee has performed its obligations to acquire its 100% interest in the
      Property as set out in Section 4 hereof, which ever shall be the lesser
      period;

            


    

    


    
      	
               
      

            	
              (k)

            	
              “Property”
      means the mineral claims described in Schedule
  “A”;

            


    

    


    
      	
               
      

            	
              (l)

            	
              “Filing
      Fees” means all fees, payments and expenses necessary to keep the mineral
      claims in good standing with federal, state and local government
      entities;

            


    

    


    
      	
               
      

            	
              (m)

            	
              “Work
      Program” means a program of work reasonably acceptable to both parties in
      respect of a particular Property, contained in a written document setting
      out in reasonable detail;

            


    

    


    
      	
               
      

            	
              (i)

            	
              An
      outline of the Mining Operations proposed to be undertaken and conducted
      on the Property, specifically stating the period of time during which the
      work contemplated by the proposed program is to be done and
      performed;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      estimated cost of such Mining Operations including a proposed budget
      providing for estimated monthly cash requirements in advance and giving
      reasonable details; and

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              (iii)

            	
              The
      identity and credentials of the person or persons undertaking the Mining
      Operations so proposed if not the
Optionor,

            


    

    


    reasonably
acceptable to both parties hereto.

    


    
      	
              2.

            	
              Headings

            


    

    


    
      	
               
      

            	
              Any
      heading, caption or index hereto shall not be used in any way in
      construing

            


    

    
      	
               
      

            	
              or
      interpreting any provision hereof.

            


    

    


    
      	
              3.

            	
              Singular,
      Plural

            


    

    


    
      	
               
      

            	
              Whenever
      the singular or masculine or neuter is used in this Agreement, the
      same

            


    

    
      	
               
      

            	
              shall
      be construed as meaning plural or feminine or body politic or corporate or
      vice

            


    

    
      	
               
      

            	
              versa,
      as the context so requires.

            


    

    


    
      	
              4.

            	
              Option

            


    

    


    
      	
               
      

            	
              The
      Optionor hereby grants to the Optionee the sole and exclusive right
      and

            


    

    
      	
               
      

            	
              option
      (the “Option”) to earn a 100% interest in the Property exercisable as
      follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Optionee providing the Optionor with a 90-day non-interest bearing
      promissory note as identified in Schedule “D” to be settled by the paying
      of the sum of $20,000 USD to the Optionor by way of cash and
      reimbursement all holding costs and expenses of location of mining claims,
      such expenses to be identified in Schedule
“C”;

            


    

    


    
      	
               
      

            	
              (b)

            	
              On
      or before February 25th,
      2011

            


    

    


    
      	
               
      

            	
              (i)

            	
              The
      Optionee incurring Expenditures of $50,000 USD on the
      property;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      Optionee paying $20,000 USD to the
Optionor;

            


    

    


    
      	
               
      

            	
              (c)

            	
              On
      or before February 25th,
      2012

            


    

    


    
      	
               
      

            	
              (i)

            	
              The
      Optionee incurring Expenditures of $150,000 USD on the Property in
      addition to the expenditures referred to in clause
  (b)(i);

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      Optionee paying $20,000 U.S to the
Optionor;

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (d)

            	
              On
      or before February 25th,
      2013

            


    

    


    
      	
               
      

            	
              (i)

            	
              The
      Optionee incurring Expenditures of $200,000 USD on the Property in
      addition to the expenditures referred to in clauses (b)(i) and (c)(i)
      hereof; and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      Optionee paying $30,000 USD to the
Optionor;

            


    

    


    
      	
               
      

            	
              (e)

            	
              On
      or before February 25th,
      2014

            


    

    


    
      	
               
      

            	
              (i)

            	
              The
      Optionee incurring Expenditures of $350,000 USD on the Property in
      addition to the expenditures referred to in clauses (b)(i), (c)(i) and
      (d)(i) hereof; and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      Optionee paying $40,000 USD to the Optionor;
and

            


    

    


    
      	
               
      

            	
              (f)

            	
              On
      or before February 25th,
      2015

            


    

    


    
      	
               
      

            	
              (i)

            	
              The
      Optionee incurring Expenditures of $200,000 USD on the Property in
      addition to the expenditures referred to in clauses (b)(i), (c)(i), (d)(i)
      and (e)(i) hereof;

            


    

    


    
      	
              (ii)  

            	
              The
      Optionee paying $50,000 USD to the
Optionor.

            


    

    


    


    
      	
               
      

            	
              (g)

            	
              On
      or before February 25th,
      2016

            


    

    


    
      	
               
      

            	
              (i)

            	
              The
      Optionee incurring Expenditures of $200,000 USD on the Property in
      addition to the expenditures referred to in clauses (b)(i), (c)(i), (d)(i)
      and (e)(i) and (f)(i) hereof

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      Optionee paying $50,000 USD to the Optionor;
and

            


    

    


    


    
      	
               
      

            	
              (h)

            	
              On
      or before February 25th,
      2017

            


    

    


    
      	
               
      

            	
              (i)

            	
              The
      Optionee incurring Expenditures of $200,000 USD on the Property in
      addition to the expenditures referred to in clauses (b)(i), (c)(i),
      (d)(i), (e)(i), (f)(i) and (g)(i)
hereof;

            


    

     

    
      
        	
                 
      

              	
                (ii)

              	
                The
      Optionee paying $50,000 USD to the Optionor;
and

              


      

      


        
          
             


          

          
             


            
              

            

          

          
             


          

        



    

    
      	
               
      

            	
              (i)

            	
              On
      or before February 25th,
      2018

            


    

    


    
      	
               
      

            	
              (i)

            	
              The
      Optionee incurring Expenditures of $200,000 USD on the Property in
      addition to the expenditures referred to in clauses (b)(i), (c)(i),
      (d)(i), (e)(i), (f)(i), (g)(i) and (h)(i)
  hereof;

            


    

     

    
      
        	
                 
      

              	
                (ii)

              	
                The
      Optionee paying $50,000 USD to the Optionor;
and

              


      

       

    

    
      
        	
                 
      

              	
                (j)

              	
                On
      or before February 25th,
      2019

              


      

       

    

    
      	
               
      

            	
              (i)

            	
              The
      Optionee incurring Expenditures of $200,000 USD on the Property in
      addition to the expenditures referred to in clauses (b)(i), (c)(i),
      (d)(i), (e)(i), (f)(i), (g)(i), (h)(i) and (i)(i)
  hereof;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      Optionee paying $50,000 USD to the Optionor;
and

            


    

     

    

      
        	
                 
      

              	
                (k)

              	
                On
      or before February 25th,
      2020

              


      

       

    

    
      	
               
      

            	
              (i)

            	
              The
      Optionee incurring Expenditures of $750,000 USD on the Property in
      addition to the expenditures referred to in clauses (b)(i), (c)(i),
      (d)(i), (e)(i), (f)(i), (g)(i), (h)(i), (i)(i) and (j)(i)
      hereof;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Optionee
      paying $100,000 USD to the
Optionor.

            


    

    


    Following
which the Optionee shall be deemed to have exercised the Option (the “Exercise
Date”) and shall be entitled to an undivided 100% right, title and interest in
and to the Property with the full right and authority to equip the Property for
production and operate the Property as a mine subject to the rights of the
Optionor to receive the NSR.

    


    The
Optionee shall have the one time right exercisable for 90 days following
completion of a bankable feasibility study to buy up to one half (50%) of the
Optionor’s NSR interest (i.e. an amount equal to 1.5% of the NSR interest) for
USD $3,000,000. The right to purchase the said NSR interest shall be exercised
by the Optionee providing the Optionor with notice of the purchase accompanied
by payment in the amount of USD $3,000,000.

    


    The
Optionor and Optionee understand and confirm that all Expenditures incurred in a
particular period, including any excess in the amount of Expenditures required
to be incurred to maintain the Option during such period, shall be carried over
and included in the aggregate amount of Expenditures for the subsequent period,
but not to exceed more than three (3) consecutive years.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Notwithstanding
paragraphs (b)(i), (c)(i), (d)(i), (e)(i), (f)(i), (g)(i), (h)(i), (i)(i),
(j)(i) and (k)(i) if the Optionee has not incurred the requisite Expenditures to
maintain its option in good standing prior to February 25th  of
any given year, the Optionee may pay to the Optionor within 60 days following
the expiry of such period, the amount of the deficiency and such amount shall
thereupon be deemed to have been Expenditures incurred by the Optionee during
such period.

    


    
      	
               
      

            	
              (l)

            	
              The
      doing of any act or the incurrence of any cash payments by the Optionee
      shall not obligate the Optionee to do any further acts or make any further
      payments with the exception of fees and expenses to keep said property in
      good standing as per paragraph 8b.

            


    

    


    5.           Transfer
of Title

    


    Upon Optionee’s completion of all
requirements to earn a 100 percent interest in the Property, the Optionor will
deliver or cause to be delivered to the Optionee’s solicitors a duly executed
transfer of Property in favor of the Optionee (the “Optionee Transfer”). The
Optionee shall be entitled to record the Optionee Transfer with the appropriate
government offices to effect transfer of legal title of the Property into its
own name upon the full and complete exercise of the Option by the Optionee. In
the event the Optionee Transfer is recorded the Optionor shall be entitled to
record notice of its NSR interest.

    


    6.           Mining
Operations during Option

    


    During the Option Period, the Optionor
may provide its mineral exploration expertise on the Property, on a consultation
basis for and on behalf of the Optionee, at the election of the
Optionee.  However, the Optionee has the exclusive right to determine
what Expenditures and Mining Operations it will perform, when they will be
performed, and by whom. If the Optionee elects to use the mineral expertise and
consulting services of the Optionor, then the Optionor shall invoice for time
for consulting services and related travel expenses from time to time and the
prompt payment of such invoices when due shall constitute a portion of
Expenditures by the Optionee as contemplated under Section 4
hereof.

    


    During the currency of this Agreement,
the Optionee, its servants, agents and workmen and any persons duly authorized
by the Optionee, shall have the right of access to and from and to enter upon
and take possession of and prospect, explore and develop the Property in such
manner as the Optionee in its sole discretion may deem advisable.

    


    7.           Assignment

    


    During the Option Term, both parties
shall have the right to sell, transfer, assign, mortgage, pledge its interest in
this Agreement or its right or interest in the Property. It will be a condition
of any assignment under this Agreement that such assignee shall agree in writing
to be bound by the terms of this Agreement applicable to the
assignor.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    8.           Termination

    


    This Agreement shall forthwith
terminate in circumstances where:

    


    
      	
               
      

            	
              (a)

            	
              The
      Optionee shall fail to comply with any of its obligations
      hereunder,

            


    

    subject
to Force Majeure, and within 30 days of receipt by the Optionee of written
notice from the Optionor of such default, the Optionee has not:

    


    
      	
               
      

            	
              (i)

            	
              cured
      such default, or commenced proceedings to cure such default and prosecuted
      same to completion without undue delay;
or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              given
      the Optionor notice that it denies that such default has
      occurred.

            


    

    


    In the
event that the Optionee gives notice that it denies that a default has occurred,
the Opionee shall not be deemed to be in default until the matter shall have
been determined finally through such means of dispute resolution as such matter
has been subjected to by either party; or

    


    
      	
               
      

            	
              (b)

            	
              The
      Optionee gives notice of termination to the Optionor, which it shall be at
      liberty to do at any time after the execution of this Agreement. If and
      when the Optionee elects to terminate this Agreement, or terminate one of
      the projects comprising the Property, at such time the Property or the
      specific project will be returned to the Optionor and all claim fees,
      payments and expenses will be paid in order to maintain the property in
      good standing for one year after
termination.

            


    

    


    Upon the
termination of this Agreement under this Section 8, the Optionee shall cease to
be liable to the Optionor in debt, damages, claim fees or otherwise, other than
to pay the claim fees as described in paragraph (b) of this Section 8 and all
liabilities referred to in Section 11.

    


    Upon
termination of this Agreement under this Section 8, the Optionee shall return
the Property, including all property within the designated boundary of the area
of interest, to the Optionor. The Optionee shall vacate the Property within a
reasonable time after such termination and relinquishment, but shall have the
right of access to the Property for a period of six months thereafter for the
purpose of removing its chattels, machinery, equipment and
fixtures.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    9.           Representations,
Optionies and Covenants of the Optionor

    


    The Optionor represents, options and
covenants to and with the Optionee as follows:

    


    
      	
               
      

            	
              (a)

            	
              The
      Optionor is a company duly organized validly existing and in good standing
      under the laws of Nevada;

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Optionor has full power and authority to carry on its business and to
      enter into this Agreement and any agreement or instrument referred to or
      contemplated by this Agreement;

            


    

    


    
      	
               
      

            	
              (c)

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

            


    

    


    
      	
               
      

            	
              (d)

            	
              The
      execution and delivery of this Agreement and the agreements contemplated
      hereby will not violate or result in the breach of the laws of any
      jurisdiction applicable or pertaining thereto or of its constating
      documents;

            


    

    


    
      	
               
      

            	
              (e)

            	
              The
      Agreement constitutes a legal, valid and binding obligation of the
      Optionor;

            


    

    


    
      	
               
      

            	
              (f)

            	
              The
      Property is accurately described in Schedule “A”, is in good standing
      under the laws of the jurisdiction in which it is located and is free and
      clear of all liens, charges and
encumbrances;

            


    

    


    
      	
               
      

            	
              (g)

            	
              The
      Optionor is the sole recorded and beneficial owner of the Property and has
      the exclusive right to enter into this Agreement and all necessary
      authority to transfer its interest in the Property in accordance with the
      terms of this Agreement;

            


    

    


    
      	
               
      

            	
              (h)

            	
              No
      Person, firm or corporation has any proprietary or possessorty interest in
      the Property other than the Optionor, and no person, firm or corporation
      is entitled to any royalty or other payment in the nature of rent or
      royalty on any minerals, ores, metals or concentrates or any other such
      products removed from the Property other than the government of the state
      of Nevada pursuant to statute; notwithstanding any Federal, State or
      County royalties or net proceeds tax derived from mining
      operations.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (i)

            	
              Upon
      request by the Optionee, and at the sole cost of the Optionee, the
      Optionor shall deliver or cause to be delivered to the Optionee copies of
      all available maps and other documents and data in its possession
      respecting the Property. Nothing will be withheld, hidden, or kept from
      the Optionee, whether the data or information is held or not by the
      Optionor; and

            


    

    


    
      	
               
      

            	
              (j)

            	
              Subject
      to performance by the Optionee of its obligations under Section 4, during
      the Option Period, the Optionor will keep the Property in good standing,
      free and clear of all liens, charges and encumbrances, will carry out all
      Mining Operations on the Property in a miner-like fashion if the Optionee
      elects to use the mining expertise and consulting services of the
      Optionor, will obtain all necessary licenses and permits as shall be
      necessary and will file all applicable work up to the legal limits as
      assessment work under the Mines and Mineral Act
  (Nevada)

            


    

    
 10.           Representations,
Optionies and Covenants of the Optionee

    


    The
Optionee represents, Options and covenants to and with the Optionor
that:

    


    
      	
               
      

            	
              (a)

            	
              The
      Optionee is a company duly organized validly existing and in good standing
      under the laws of Nevada;

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Optionee has full power and authority to carry on its business and to
      enter into this Agreement and any agreement or instrument referred to or
      contemplated by this Agreement;

            


    

    


    
      	
               
      

            	
              (c)

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

            


    

    


    
      	
               
      

            	
              (d)

            	
              The
      execution and delivery of this Agreement and the agreements contemplated
      hereby will not violate or result in the breach of the laws of any
      jurisdiction applicable or pertaining thereto or of its constating
      documents; and

            


    

    


    
      	
               
      

            	
              (e)

            	
              This
      Agreement constitutes a legal, valid and binding obligation of the
      Optionee.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    11.           Indemnity
and Survival of Representation

    


    The representation and Optionies
hereinbefore set out are conditions on which the parties have relied in entering
into this Agreement and shall survive the acquisition of any interest in the
Property by the Optionee and each of the parties will indemnify and save the
other harmless from all loss, damage, costs, actions and suits arising out of or
in connection with any breach of any representation, option, covenant, agreement
or condition made by them and contained in this Agreement.

    


    The Optionor agrees to indemnify and
save harmless the Optionee from any liability to which it may be subject arising
from any Mining Operations carried out by the Optionor or at its direction on
the Property. The Optionee agrees to indemnify and save harmless the Optionor
from any liability to which it may be subject arising from any Mining Operations
carried out by the Optionee or at its direction on the Property.

    


    The Optionor agrees to indemnify and
save harmless the Optionee from any liability arising form any and every kind of
work done on or with respect to the Property prior to the signing of this
Agreement (the “Prior Operations”). Without limiting the generality of the
foregoing, Prior Operations includes all work capable of receiving assessment
credits pursuant to The Mines and Minerals Act of Nevada and the work of
assessment, geophysical, geochemical and geological surveys, studies and
mapping, investigating, drilling, designing, examining equipping, improving,
surveying, shaft sinking, raising, cross-cutting and drifting, searching for,
digging, trucking, sampling, working and procuring minerals, ores and metals, in
surveying and bringing any mineral claims to lease or patent, in doing all other
work usually considered to be prospecting, exploration, development, a
feasibility study, mining work, milling, concentration, beneficiation of ores
and concentrates, as well as the separation and extraction of Mineral Products
and all reclamation, restoration and permitting activities.

     

    12.           Confidentiality

    


    The parties hereto agree to hold in
confidence all information obtained in confidence in respect of the Property or
otherwise in connection with this Agreement other than in circumstances where a
party has an obligation to disclose such information in accordance with
applicable securities legislation, in which case such disclosure shall only be
made after consultation with the other party.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    13.           Notice

    


    All notices, consents, demands and
requests ( in this Section 13 called the “Communication”) required or permitted
to be given under this Agreement shall be in writing and may be delivered
personally sent by telegram, by telex or telecopier or other electronic means or
may be forwarded by first class prepaid registered mail to the parties at their
addresses first above written. Any Communication delivered personally or sent by
telegram, telex or telecopier or other electronic means including email shall be
deemed to have been given and received on the second business day next following
the date of sending. Any Communication mailed as aforesaid shall be deemed to
have been given and received on the fifth business day following the date it is
posted, addressed to the parties at their addresses first above written or to
such other address or addresses as either party may from time to time specify by
notice to the other; provided, however, that if there shall be a mail strike,
slowdown or other labor dispute which might effect delivery of the Communication
by mail, then the Communication shall be effective only if actually delivered.
For purposes of this agreement and as a definition of address the Optionor’s
email shall be defined as rrkern@charter.net
and the Optionor’s telecopier number is 775-746-0938. The Optionee’s email shall
be defined as info@rangergoldcorp.com
and the Optionee’s telecopier number is 775-883-2384. Notice will be provided to
each party should their respective email address change.

    


    14.           Further
Assurances

    


    Each of the parties to this Agreement
shall from time to time and at all times do all such further acts and execute
and deliver all further deeds and documents as shall be reasonably required in
order to fully perform and carry out the terms of this Agreement

    


    15.           Entire
Agreement

    


    The parties hereto acknowledge that
they have expressed herein the entire understanding and obligation of this
Agreement and it is expressly understood and agreed that no implied covenant,
condition, term or reservation, shall be read into this Agreement relating to or
concerning any matter or operation provided for herein

    


    16.           Proper
Law and Arbitration

    


    This Agreement will be governed by and
construed in accordance with the laws of the State of Nevada and the laws of the
United States of America. The parties hereto hereby irrevocably attorn to the
jurisdiction of the Courts of Nevada. All disputes arising out of or in
connection with this Agreement, or in respect of any defined legal relationship
associated therewith or derived therefrom, shall be referred to and finally
resolved by a sole arbitrator by arbitration under the rules of The Arbitration
Act of Nevada.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    17.           Enurement

    


    This Agreement will ensure to the
benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns.

    


    18.           After
Acquired Properties

    


    
      	
               
      

            	
              (i)

            	
              The
      parties covenant and agree, each with the other, that any and all After
      Acquired Properties shall be subject to the terms and conditions of this
      Agreement and shall be added to and deemed, for the purposes hereof, to be
      included in the Property. Any costs incurred by the Optionor in staking,
      locating, recording or otherwise acquiring any “After Acquired Properties”
      will be deemed to be Mining Operations for which the Optionor will be
      entitled to reimbursements as part of the Expenditures payable by the
      Optionee hereunder.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Any
      additional claims agreed by the Optionee to be staked by the Optionor
      within 1 mile from the existing perimeter of the Property boundaries shall
      form party of this Agreement. The Optionee will reimburse the Optionor for
      the costs of staking the additional claims, unless the Optionee does not
      elect to have the additional claims subject to this
    Agreement.

            


    

    


    19.           Default

    


    Notwithstanding anything in this
Agreement to the contrary if any party (a “Defaulting Party”) is in default of
any requirement herein set forth the party affected by such default shall give
written notice to the Defaulting Party specifying the default and the Defaulting
Party shall not lose any rights under this Agreement, unless thirty (30) days
after the giving of notice of default by the affected party the Defaulting Party
has failed to take reasonable steps to cure the default by the appropriate
performance and if the Defaulting Party fails within such period to take
reasonable steps to cure any such default, the affected party shall be entitled
to seek any remedy it may have on account of such default including, without
limiting, termination of this Agreement.

    


    20.           Payment

    


    All references to monies herein shall
be in US funds unless otherwise specified. The Optionee shall make payments for
the Expenditures incurred by the Optionor no later than 30 days after the
receipt of invoices delivered by the Optionee to do any acts or make any
payments hereunder, and any act or payment or payments as shall be made
hereunder shall not be construed as obligating the Optionee to do any further
act or make any further payment or payments.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    21.           Supersedes
Previous Agreements

    


    This Agreement supersedes and replaces
all previous oral or written agreements, memoranda, correspondence or other
communications between the parties hereto relating to the subject matter
hereof.

    


    


    IN WITNESS WHEREOF the Parties
hereto have duly executed this Agreement effective as of the 27th day
of November, 2009

    


    MinQuest
Inc.

    


    


    


    Per:___/s/_
Richard R. Kern _______________________

    Richard
R. Kern, President

    


    Fenario,
Inc.

    


    


    


    Per:___/s/_
Gurpartap Singh Basrai _______________________

    Gurpartap
Singh Basrai, President


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    SCHEDULE
“A”

    


    Section
24, T10N, R45E and Sections 19, 20, 21, 29, 30, T10N, R46E, MDB&M, Nye
County, Nevada

    


    
      	
              CLAIM NAME

            	 
      	
              NMC NUMBER

            
	
              CX
      1

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      2

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      11

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      12

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      13

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      14

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      15

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      16

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      17

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      18

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      19

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      20

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      21

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      22

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      23

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      24

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      25

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      26

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      27

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      28

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      29

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      30

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      31

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      32

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      33

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      34

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      35

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      36

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      37

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      38

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      39

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      40

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      41

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      42

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      43

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      44

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      45

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      46

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      47

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      48

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      49

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      50

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      51

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      52

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      53

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      54

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      55

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      56

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      57

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      58

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      59

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      60

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      61

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      62

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      63

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      64

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      65

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      66

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      67

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      68

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      69

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      70

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      71

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      72

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      73

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      74

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      75

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      76

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      77

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      78

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      79

            	
              MinQuest
      Inc.

            	
              PENDING

            
	
              CX
      80

            	
              MinQuest
      Inc.

            	
              PENDING

            


    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    SCHEDULE
“B”

    


    


    “Net
Smelter Return” shall mean the aggregate proceeds received by the Optionee from
time to time from any smelter or other purchaser from the sale of any ores,
concentrates, metals or any other material of commercial value produced by and
from the Property after deducting from such proceeds the following charges only
to the extent that they are not deducted by the smelter or other purchaser in
computing the proceeds:

    


    
      	
              (a)

            	
              The
      cost of transportation of the ores, concentrates or metals from the
      Property to such smelter or other purchaser, including related
      insurance;

            


    

    


    (b)           Smelting
and refining charges including penalties; and

    


    
      	
               
      

            	
              The
      Optionee shall reserve and pay to the Optionor a NSR equal to three (3%)
      percent

            


    

    
      	
               
      

            	
              of
      Net Smelter Return.

            


    

    


    Payment
of NSR payable to the Optionor hereunder shall be made quarterly within thirty
(30) days after the end of each calendar quarter during which the Optionee
receives Net Smelter Returns in USD dollars or in kind bullion at the discretion
of the Optionor. Within (60) days after the end of each calendar quarter for
which the NSR for such year shall be audited by the Optionee and any adjustments
in the payments of NSR to the Optionor shall be made forthwith after completion
of the audit. All payments of NSR to the Optionor for a calendar year shall be
deemed final and in full satisfaction of all obligations of the Optionee in
respect thereof if such payments or the calculations thereof are not disputed by
the Optionor of the same audited statement. The Optionee shall maintain accurate
records relevant to the determination of the NSR and the Optionor or its
authorized agent, shall be permitted the right to examine such records at all
reasonable times.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              SCHEDULE
      “C”

            


    

    


    


    
      	
              Claim
      expenses 72 claims @ $100/claim

            	 	$	7,200.00	 
	
              BLM
      Location filing fees 72 @ $189

            	 	$	13,608.00	 
	
              County
      Location fees 72 @ $37.50 + $4.00

            	 	$	2,704.00	 
	 
      	 	 	 	 
	
              Total

            	 	$	23,512.00	 


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
“D”

    


    NON-INTEREST
BEARING PROMISSORY NOTE

    


    THIS
AGREEMENT
entered as of the     th day of November,
2009.

    


    BETWEEN:

    MinQuest
Inc.

    4235
Christy Way, Reno, Nevada, 89519, U.S.A.

    


    (herein
called the “Holder”)

    OF
THE FIRST PART

    


    AND:

    Fenario,
Inc.

    2533 N.
Carson Street, Suite 5018, Carson City, Nevada, 89706, U.S.A.

    


    (herein
called the “Issuer”)

    OF
THE SECOND PART

    


    WHEREAS:

    


    A.     The
Issuer has optioned the CX Project from the Holder.

    


    B.      In
contemplation of the Issuer requiring time to complete a financing in order to
make the initial payment under the CX Property Option Agreement, the Holder has
agreed to accept a USD $20,000.00, 90-day, non-interest bearing promissory note
(the “Note’) from the Issuer on the terms and conditions detailed
herein.

    


    NOW THEREFORE THIS AGREEMENT
WITNESSES that for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows.

    


    1.      THE
NOTE

     

    
      


      
        	
                1.1

              	
                The
      Holder hereby agrees to accept a USD $20,000.00 Note from the Issuer and,
      by execution of this Non-Interest Bearing Note Payable Agreement, the
      Holder acknowledges receipt of the Note from the
  Issuer.

              


      

      


      
        	
                1.2

              	
                The
      Note will be non-interest bearing.

              


      

      


      
        	
                1.3  

              	
                The
      Note or such amount as is then due and payable is due 90 days from the
      date of this agreement, herein referred to as the “Due
    Date”.

              


      

       

    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.     GENERAL

    


    
      	
              2.1  

            	
              The
      laws of the state of Nevada and the federal laws of the United States
      shall cover this Agreement herein.

            


    

    


    
      	
              2.2  

            	
              Time
      shall be of the essence of this
Agreement.

            


    

    


    
      	
              2.3  

            	
              The
      parties hereto shall execute all such further documents and instruments
      and do all such acts and things as shall be necessary to give full effect
      to the intent and meaning of this
Agreement.

            


    

    


    
      	
              2.4  

            	
              This
      Agreement may not be modified or amended except by an instrument in
      writing signed by both parties
hereto.

            


    

    


    
      	
              2.5  

            	
              This
      Agreement shall endure to the benefit of and be binding upon the parties
      hereto, their heirs, successors and
assigns.

            


    

    


    
      	
              2.6  

            	
              This
      Agreement may be executed in several counterparts each of which shall be
      deemed to be an original and all of which shall together constitute one
      and the same instruments.

            


    

    


    
      	
              2.7  

            	
              Delivery
      of an executed copy of this Agreement by facsimile transmission shall be
      deemed to be execution and delivery of this Agreement on the date of such
      transmission by the party so delivering such
  copy.

            


    

    


    


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

    


    MinQuest
Inc.:

    


    _/s/_ Richard Kern
__________________________

    Richard
Kern

    


    


    Fenario,
Inc.:

    


    


    _/s/_ Gurpartap Singh Basrai
__________________________

    Gurpartap
Singh Basrai

    President