All American Gold Corp.: Exhibit 10.01 - Filed by newsfilecorp.com






Desert Pacific
Exploration, Inc. 

	1680 Greenfield Drive 	Tel (775) 825-8215 
	Reno, NV 89509
      USA 	Fax
      (775) 825-8216 


April 9, 2012 

Mr. Brent Welke, 
President, CEO, 
All American Gold
Corp. 
700 North High School Road, Suite 203, 
Indianapolis, IN 46214



Re: Letter Agreement. “Essex” property, White Pine County,
Nevada. Unpatented mining claims: TC #35-40, BLM serial #’s
NMC 709646-709650; TC #15, 17, 33-35, 41-45, BLM serial #’s
NMC 1029892-1029901. 

Dear Sir: 

The following non-binding Letter of Intent (LOI) sets out the
general terms and conditions for the agreement between Desert Pacific
Exploration, Inc. (Lessor) and All American Gold Corp. (Lessee) for the “Essex”
mineral property located in White Pine County, Nevada, U. S. A. 

	Form of Agreement 	Mining Lease 
	 	 
	Term 	20 years with automatic extensions so long as
      conditions of the lease are met. 
	 	 
	Production Royalties 	3.0% Net Smelter Return (NSR)




	Non-refundable Reimbursement of holding costs 	US $ 2,500.00 



	Advance Royalties 	Upon Execution 	US $ 20,000.00 
	  	1st Anniversary 	US $ 25,000.00 
	  	2nd Anniversary 	US $ 30,000.00 
	  	3rd Anniversary 	US $ 40,000.00 
	  	4thAnniv. & thereafter 	US $ 50,000.00 
	  	  	 
		Adjusted to annual changes in the
      consumer price index (CPI) with 2016 as the base year. CPI payments apply
      to payments beginning with the 4th anniversary.









	Royalty Buydown 	US $5 million for 1.5% NSR. 
	  	 
	Share Distributions 	100,000 shares due on each of the first 4
      anniversaries




	Performance Requirements 	Federal and state mining claim maintenance fees
      will be reimbursed to Lessor by Lessee by June 1 for any year in which
      this agreement is maintained in good standing. 
	  	 
	Reclamation 	Lessee shall fully bond and perform all
      required reclamation work on the Property as required by Federal, State,
      and Local law for disturbances resulting from Lessee’s activities on the
      Property. 



	Assignment 	Freely assignable by either party so long as
      Assignee accepts terms and conditions of the Lease in writing. 
	  	  
	Interest Area 	One mile from the outside perimeter of the
      Essex claim boundary for new claims located either by Lessor or Lessee.
  



	New Staking 	Lessee to pay for locating and recording an
      additional 20 to 25 unpatented claims, contiguous with the existing claim
      block, following execution of this document. 
	  	  
	Exclusivity 	Lessor agrees to an exclusive period of time in
      which negotiations will only be conducted with Lessee. This period will
      commence on execution of this letter agreement and continue until May 10,
      2012. The Lessee acknowledges that this exclusivity is given by the Lessor
      for an initial reimbursement of annual claim fees paid by Lessor for 2012.
    


If the above terms and conditions are acceptable, please
acknowledge by signing in the space provided below and return one copy. This LOI
provides an informal acknowledgement of the terms and conditions under which a
formal and more comprehensive agreement, incorporating these general terms can
be prepared. 




Sincerely,
Desert Pacific Exploration, Inc. 


/s/ “Herb Duerr” 

Herb Duerr 
President 
hduerr@sbcglobal.net 
C. 775-771-1420 


Agreed and accepted to this 9th day of April, 2012 

/s/ “Gaspar R. Gonzalez” 

	By:   	Gaspar R. Gonzalez 	Treasurer 	 
	  	All American Gold Corp. 	Title