Exhibit 10.1


AGREEMENT


THIS
AGREEMENT made as of the 21st day of June, 2010.


BETWEEN:


	
  

 	
  

 	
  

 
	
  

 	
 GUARDIANS OF GOLD INC., a corporation
 incorporated under the laws of Nevada (“Guardian”)

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 - and -

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 NIREK RESOURCES INC. a corporation
 incorporated under the laws of Ontario (“NRI”)

 	
  

 
	
  

 	
  

 	
  

 



THE
PARTIES AGREE AS FOLLOWS:


INTERPRETATION


Definitions -
Whenever used in this Agreement, unless there is something inconsistent in the
subject matter or context, the following words and terms will have the meanings
set out below:


	
  

 	
  

 
	
  

 	
 “Agreement” means this agreement including
 all attached schedules, as the same may be supplemented, amended, restated or
 replaced from time to time;

 
	
  

 	
  

 
	
  

 	
 “Business Day” means a day other than a
 Saturday or Sunday or a day which is a statutory or civic holiday in the City
 of Toronto;

 
	
  

 	
  

 
	
  

 	
 “Claim”
 means any claim, demand, action, cause of action, damage, loss, cost,
 liability or expense, including, reasonable legal fees and all costs incurred
 in investigating or pursuing any of the foregoing or any proceeding relating
 to of any of the foregoing;

 
	
  

 	
  

 
	
  

 	
 “Closing” means the completion of the
 transactions contemplated by this Agreement;

 
	
  

 	
  

 
	
  

 	
 “Closing Date” means Day agreed or such
 other Business Day as the parties may agree upon;

 
	
  

 	
  

 
	
  

 	
 “Property”
 means, collectively, the Ross Mine Property, and the Ross Tailings Deposit; 

 









Gender and
Number - This Agreement shall be read with all changes of number
and gender as required by the context.


Entire
Agreement - This Agreement, including any Schedules hereto,
constitutes the entire agreement between the parties pertaining to the subject
matter hereof and supersedes all prior agreements, understandings, negotiations
and discussions, whether oral or written, of the parties with respect to the
subject matter hereof and there are no warranties, representations or other
agreements between the parties in connection with the subject matter hereof
except as specifically set forth herein and within such schedules. No
supplement, modification, waiver or termination of this Agreement or any
provisions hereof will be binding unless executed in writing by the parties
hereto. No waiver of any of the provisions of this Agreement will be deemed to
constitute or will constitute a waiver of any other provision (whether or not similar),
nor will such waiver constitute a continuing waiver unless otherwise expressly
provided.


Applicable
Law. The laws of the Province of Ontario and the laws of
Canada applicable therein govern all matters arising under this Agreement.


Calculation
of Time. When calculating the period of time within which or
following which any act is to be done or step taken pursuant to this Agreement,
the first day of the applicable period will be excluded and the day which ends
the period will be included. If the last day of such period is not a Business
Day, the period in question will end on the next Business Day.


Including. Any use of the
terms “including” or “includes” means irrespectively “including without
limitation”, or “includes without limitation”, unless the context otherwise
requires. 


Currency. Unless
otherwise indicated, all dollar amounts referred to in this Agreement are in
US funds. 


Recitals. The
recitals to this Agreement form part of and are incorporated into this
Agreement.


Headings. The
headings in this Agreement are for information purposes only and do not form
part of this Agreement.


GOLD WARRANTAND SILVER CERTIFICATE FINANCING
OBLIGATIONS


Gold Warrant Financing Obligation. Subject
to the terms and conditions of this Agreement, Guardian agrees to use its “best
efforts” to deliver up to fifty five thousand (55,000) ounces of gold for the
delivery of NRI gold warrants (the “Warrant”) for a payment of five hundred and
fifty dollars ($550.00) US dollars per ounce of gold to Guardian. 


Silver Certificate Financing Obligation. Subject
to the terms and conditions of this Agreement, Guardian agrees to use its “best
efforts” to deliver up to fifty five thousand (55,000) 





ounces of silver for the delivery of NRI silver
certificate (the “Certificate”) for a payment of seven
dollars ($7.00) US dollars per ounce of silver to Guardian. 


Payment for Gold and Silver. The first
payment of five hundred thousand ($500,000) US dollars shall be due and payable
to Guardian on September 14, 2010. It will be for the equivalent of four
hundred fifty five (455) ounces of gold, to be delivered on or before March 31,
2014, and the equivalent of thirty-five thousand six hundred seventy nine
(35,679) ounces of silver, to be delivered on or before March 31, 2014.
Subsequent payments will be made after June 30, 2012 for every block amount of
gold ounces and silver ounces delivered to NRI in cash in the amount of five
hundred and fifty ($550.00) US dollars per ounce for the block amount of gold
ounces and seven ($7.00) US dollars per ounce for the block amount of silver
ounces. The payments of funds by NRI shall be made by money order, certified
cheque or wire, or other immediately available funds at the address of Guardian
specified below. In the event that NRI needs an amount of gold less than four
hundred fifty five (455) ounces of gold an amount of silver less than
thirty-five thousand six hundred seventy nine (35,679) ounces of silver, then
it will pay a pro rata portion of the five hundred thousand ($500,000) US
dollars in tranches of fifty thousand ($50,000) US dollars in exchange for
forty five and one half (45.5) ounces of gold and three thousand five hundred
sixty eight (3,568) ounces of silver. In exchange for each such tranche,
Guardian will have the thirty days option to acquire two hundred and fifty
thousand shares (250,000) of common stock of NRI at a price of 0.01 per share.
The total number of options shall not exceed two million (2,000,000) shares.


Issuance of Shares. In addition to
payments to Guardian, pursuant to receipt of the first payment of gold and
silver from Guardian, NRI shall issue to Guardian, or as Guardian may direct,
two million (2,000,000) shares of common stock of NRI. 


REPRESENTATIONS AND WARRANTIES OF NRI


         NRI
represents and warrants to Guardian the following, and acknowledges and
confirms that Guardian is relying thereon in connection with its entering into
of this Agreement and the consummation of the transactions contemplated hereby:


Due Execution. This Agreement has been duly executed and delivered
by NRI, and this Agreement constitutes a valid and binding obligation of NRI
enforceable against NRI in accordance with its terms except as the enforcement
thereof may be limited by bankruptcy laws and other laws of general application
relating to creditors’ rights or general principles of equity for a period of
ten (10) years from date of signing.


Residency. NRI is
not a non-resident of Canada within the meaning of the Income Tax Act (Canada).


Absence of Conflicting Agreements. NRI is not
a party to, bound or affected by or subject to any indenture, mortgage, lease,
agreement, obligation, instrument, charter or by-law 






provision, statute, regulation, judgment,
decree, license, permit or law which would be violated, contravened, breached
by or under which default would occur or under which any payment or repayment
would be accelerated as a result of the execution and delivery of this
Agreement or the consummation of any of the transactions provided for in this
Agreement.


Regulatory Approvals. No
governmental or regulatory authorization, approval, order, consent or filing
from or with any governmental authorities is required to be obtained or made by
NRI in connection with the execution, delivery and performance of this
Agreement or any other documents and agreements to be delivered under the terms
of this Agreement or the performance of NRI’s obligations under this Agreement.



Business in Compliance with Laws. The
business of NRI has been conducted and is being conducted in compliance in all
material respects with all applicable laws and regulations of each jurisdiction
in which it carries on business (including, all applicable Canadian and United
States federal, provincial, state, municipal and local environmental
anti-pollution and licensing laws, regulations and other lawful requirements of
any governmental or regulatory body, including, but not limited to relevant
exploration and exploitation permits and concessions) and has not received a
notice of non-compliance, nor knows of, nor has reasonable grounds to know of,
any facts that could give rise to a notice of non-compliance with any such
laws, regulations or permits which would have a material adverse effect on NRI.


No Guarantee. NRI acknowledges
that Guardian shall use “best efforts” to supply the gold and silver and has
not guaranteed the delivery of any amount of such gold and/or silver.


REPRESENTATIONS AND WARRANTIES OF GUARDIAN


         Guardian
represents and warrants to NRI the following, and acknowledges and confirms
that NRI is aware of the following conditions that may impinge on the
consummation of the transactions contemplated hereby:


Due Execution. This
Agreement has been duly executed and delivered by Guardian, and this Agreement
constitutes a valid and binding obligation of Guardian enforceable against
Guardian in accordance with its terms except as the enforcement thereof may be
limited by bankruptcy laws and other laws of general application relating to
creditors’ Rights or general principles of equity for a period of ten (10)
years from date of signing.


Absence of Conflicting Agreements. Guardian
is not a party to, bound or affected by or subject to any indenture, mortgage,
lease, agreement, obligation, instrument, charter or by-law provision, statute,
regulation, judgment, decree, license, permit or law which would be violated,
contravened, breached by or under which default would occur or under which any
payment or repayment would be accelerated as a result of the execution and
delivery of this Agreement or the consummation of any of the transactions
provided for in this Agreement.


Business in Compliance with Laws. The
business of Guardian has been conducted and is being conducted in compliance in
all material respects with all applicable laws and regulations of each 





jurisdiction in which it carries on business
(including, all applicable Canadian and United States federal, provincial,
state, municipal and local environmental anti-pollution and licensing laws,
regulations and other lawful requirements of any governmental or regulatory
body, including, but not limited to relevant exploration and exploitation
permits and concessions) and has not received a notice of non-compliance, nor
knows of, nor has reasonable grounds to know of, any facts that could give rise
to a notice of non-compliance with any such laws, regulations or permits which
would have a material adverse effect on Guardian.


Risk Factors. Guardian
acknowledges that, in order for Guardian to meet its obligation to deliver gold
and/or silver to NRI as specified herein, Guardian must attain sufficient
financing to i) do necessary assessments and make specified conditions and
improvements to the Property with the approval of provincial and federal
environmental agencies; ii) successfully scale up its technology to build an
operating plant with capable management and staff that can economically extract
tailings and iii) become an ongoing profitable enterprise.


No Guarantee. Guardian acknowledges
that it this agreement is not and should not be interpretated as a guarantee to
NRI that it will be successful at becoming an operating entity within the time
frame of March 31, 2014 and therefore have the capacity to deliver the gold
and/or silver quantity per its undertaking as indicated herein.


TERMINATION


Termination at the Option of Guardian. This Agreement
may be terminated by Guardian at is sole discretion without penalty if Guardian
is unable to get all necessary regulatory approvals, including all necessary
environmental approvals, for the construction and operation of the RPR Plant on
the Property on or before June 30, 2011;


COVENANTS


Covenants
of NRI - NRI covenants and agrees with Guardian that on
Closing, it will deliver or cause to be delivered to Guardian a resolution of
the directors of NRI consenting to the completion of all obligations of NRI
under this Agreement including payment of Guardian for ten (10) years from
date of signing.


INDEMNITY


Indemnification
by NRI - NRI shall indemnify, defend and hold harmless
Guardian from and against any and all loss suffered or incurred by Guardian as
a direct or indirect result of, or arising in connection with or related in any
manner whatever to:









	
  

 	
  

 
	
  

 	
 any
 misrepresentation or breach of warranty made or given by NRI in this
 Agreement, or in any document delivered pursuant to this Agreement; or

 
	
  

 	
  

 
	
  

 	
 any failure by NRI
 to observe or perform any covenant or obligation contained in this Agreement,
 or in any document delivered pursuant to this Agreement to be observed or
 performed by it.

 


Indemnification
by Guardian - Guardian shall indemnify, defend and hold harmless
NRI from and against any and all loss suffered or incurred by NRI as a direct
or indirect result of, or arising in connection with or related in any manner
whatsoever to any misrepresentation or breach of any warranty made or given by
Guardian in this Agreement, or in any document delivered pursuant to this
Agreement; or


Rights in
Addition - The rights of indemnity set forth herein are in
addition and supplemental to any other rights, actions, claims or causes of action
which may arise in respect of this Agreement and the transactions contemplated
hereby.


SURVIVAL


Nature, Survival and Limitations. All
representations, warranties and covenants contained in this Agreement on the
part of each of the Parties will not merge on closing and will survive for a
period of 5 years from date of termination of this agreement. If no Claim is
made under this Agreement, prior to the expiry of the survival periods provided
for, against a party for any breach of any representation or warranty made in
this Agreement by such party, such party will have no further liability under
this Agreement with respect to such representation or warranty.


GENERAL


Time of the Essence - Time
shall be of the essence hereof.


Assignment - Neither
this Agreement nor any rights or obligations hereunder shall be assignable by
any party without the prior written consent of the other party, which consent
may be unreasonably withheld. 


Enurement - This Agreement is
binding upon and will enure to the benefit of the parties and their respective
heirs, executors, administrators, successors (including, any successor by
reason of the amalgamation of any party) and permitted assigns for ten (10)
years from date of signing. 


Notice - The
parties hereby agree that any notice required or permitted to be given
hereunder shall be in writing and may be given by delivering the same or
mailing the same by registered mail, postage prepaid, addressed:









	
  
 	
  
 	
  
 
	
  
 	
  In the case of NRI to:
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 4 King Street West, Suite 1320, Toronto ON
 M5H 1B6
 
	
  
 	
  
 	
  
 
	
  
 	
  In the case of Guardian to:
 
	
  
 	
  
 	
  
 
	
  
 	
  
 	
 4 King Street West, Suite 1320, Toronto ON
 M5H 1B6
 
	
  
 	
  
 	
  
 
	
  
 	
 Any such notice, if sent by registered mail,
   will be deemed to have been received by the addressee on the second (2nd)
   Business Day following the day on which such notice was mailed, save during
   the absence of or disruption of normal postal service, in which event, on the
   second (2nd) Business 

	
  
 	
  
 	
  
 
	
  
 	

 Day following the resumption of normal postal
   service. If such notice has been delivered, it will be deemed to be received
   when delivered. Any party may change his address for service from time to
   time by notice given in accordance with the foregoing and any subsequent
   notice shall be sent to the party at his changed address.



Further
Assurances - Each party hereto hereby agrees he will do all such
acts and execute all such further documents, conveyances, deeds, assignments,
transfers and the like, and will cause the doing of all such acts and will
cause the execution of all such further documents as are within its power as
any other party hereto may in writing from time to time reasonably request be
done and/or executed, in order to consummate the transactions contemplated
hereby or as may be necessary or desirable to effect the purpose of this
Agreement or any document, agreement or instrument delivered pursuant hereto
and to carry out their provisions or to better or more properly or fully
evidence or give effect to the transactions contemplated hereby, whether before
or after the Closing.


Counterparts - This
Agreement may be executed one or more counterparts and delivered by electronic
or facsimile transmission, each of which when so executed and delivered will be
deemed to be an original and such counterparts taken together will constitute
one and the same instrument.


THE PARTIES have executed this
Agreement as of the date first above written. 


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 GUARDIANS OF GOLD INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 Per:

 	
 /s/
 Ronald Haller

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 NIREK RESOURCES INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 Per:

 	
 /s/
 Abraham Arnold

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
 Date
 June 21, 2010