form8k032910ex10-1.htm


    PROPERTY
OPTION AGREEMENT

    


    THIS
AGREEMENT made and entered into as of the 29th day
of March, 2010

    


    
      	
              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:

            	
              Ranger
      Gold Corp., 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 Truman 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 paying $10,000 USD to the Optionor by way of cash and
      reimbursement of all holding costs and expenses of location of mining
      claims, such expenses to be identified in Schedule
  “C”;

            


    

    


    
      	
               
      

            	
              (b)

            	
              On
      or before March 29th,
      2011

            


    

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      Optionee paying $10,000 USD to the
Optionor;

            


    

    


    
      	
               
      

            	
              (c)

            	
              On
      or before March 29th,
      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 March 29th,
      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 March 29th,
      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 March 29th,
      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 March 29th,
      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 March 29th,
      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 March 29th,
      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 March 29th,
      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 March 29th,
      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 $150,000 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 29th day
of March, 2010

    


    MinQuest
Inc.

    


    


    


    Per:____/s/_______________________

    Richard
R. Kern, President

    


    Ranger
Gold Corp.

    


    


    


    Per:____/s/_______________________

    Gurpartap
Singh Basrai, President


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
“A”

    


    Sections
1, 2, 3, 10, 11 and 124, T1N, R32E and Sections 6, 7, T1N, R33E, MDB&M,
Mineral County, Nevada

    


    
      	
              Claim
      Name

            	
              County
      Book & Page

            	
              NMC
      #

            
	 
      	 
      	 
      
	
              VOL
      32

            	
              169
      - 30

            	
              763950

            
	
              Litlle
      Ule 8

            	
              169
      - 40

            	
              763960

            
	
              Hound
      Dog 2

            	
              169
      - 46

            	
              763966

            
	
              Hound
      Dog 9

            	
              169
      - 54

            	
              763972

            
	
              ULE
      19

            	
              169
      - 71

            	
              763991

            
	
              Panorama
      5

            	
              169
      - 74

            	
              763994

            
	
              Panorama
      6

            	
              169
      - 75

            	
              763995

            
	
              Panorama
      7

            	
              169
      - 76

            	
              763996

            
	
              ULE
      1

            	
              137188

            	
              917192

            
	
              ULE
      2

            	
              137189

            	
              917193

            
	
              ULE
      3

            	
              137190

            	
              917194

            
	
              ULE
      5

            	
              137192

            	
              917196

            
	
              ULE
      6

            	
              137193

            	
              917197

            
	
              ULE
      7

            	
              137194

            	
              917198

            
	
              ULE
      9

            	
              137196

            	
              917200

            
	
              ULE
      10

            	
              137197

            	
              917201

            
	
              ULE
      13

            	
              137199

            	
              917203

            
	
              ULE
      15

            	
              137200

            	
              917204

            
	
              ULE
      16

            	
              137201

            	
              917205

            
	
              ULE
      17

            	
              137202

            	
              917206

            
	
              Litlle
      Ule 3

            	
              137203

            	
              917207

            
	
              Litlle
      Ule 4

            	
              137204

            	
              917208

            
	
              Litlle
      Ule 5

            	
              137205

            	
              917209

            
	
              Litlle
      Ule 6

            	
              137206

            	
              917210

            
	
              Litlle
      Ule 7

            	
              137207

            	
              917211

            
	
              Litlle
      Ule 9

            	
              137208

            	
              917212

            
	
              Litlle
      Ule 10

            	
              137209

            	
              917213

            
	
              Litlle
      Ule 11

            	
              137210

            	
              917214

            
	
              Litlle
      Ule 12

            	
              137211

            	
              917215

            
	
              Panorama
      4

            	
              137177

            	
              917216

            
	
              Panorama
      11

            	
              137181

            	
              917220

            
	
              Panorama
      12

            	
              137182

            	
              917221

            
	
              Panorama
      13

            	
              137183

            	
              917222

            
	
              Panorama
      14

            	
              137184

            	
              917223

            
	
              Panorama
      15

            	
              137185

            	
              917224

            
	
              Panorama
      16

            	
              137186

            	
              917225

            
	
              Hound
      Dog 1

            	
              137212

            	
              917227

            
	
              Hound
      Dog 3

            	
              137213

            	
              917228

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              Claim
      Name

            	
              County
      #

            	
              NMC
      #

            
	 
      	 
      	 
      
	
              Hound
      Dog 4

            	
              137214

            	
              917229

            
	
              Hound
      Dog 8

            	
              137216

            	
              917231

            
	
              VOL
      20

            	
              137161

            	
              917235

            
	
              VOL
      22

            	
              137163

            	
              917237

            
	
              VOL
      24

            	
              137165

            	
              917239

            
	
              VOL
      26

            	
              137167

            	
              917241

            
	
              VOL
      27

            	
              137168

            	
              917242

            
	
              VOL
      28

            	
              137169

            	
              917243

            
	
              VOL
      30

            	
              137171

            	
              917245

            
	
              VOL
      34

            	
              137174

            	
              917248

            
	
              PAN
      2

            	
              137146

            	
              917251

            
	
              PAN
      5

            	
              137149

            	
              917254

            
	
              PAN
      6

            	
              137150

            	
              917255

            
	
              PAN
      7

            	
              137151

            	
              917256

            
	
              PAN
      8

            	
              137152

            	
              917257

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    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”

    


    
      	
              BLM
      Location filing fees 52 @ $140

            	 	$	7,280.00	 
	
              County
      Location fees 52 @ $10.50 + $4.00

            	 	$	550.00	 
	
              Mailing
      and notary

            	 	$	29.00	 
	 
      	 	 	 	 
	
              Total

            	 	$	7,859.00