THIS PURCHASE AGREEMENT BETWEEN:


 


HURLEY EXPLORATION INC.


Suite 1200


1600 Golf Road


Rolling Meadows, Illinois


USA


60008


Attention:  Chet Kurzawski


 


and


 


RICHARD SIMPSON


Suite 1201


1188 Quebec Street


Vancouver, BC  V6A 4B3


 


RE:  SALE AND ACQUISITION OF MINERAL CLAIMS, 


SOUTHWESTERN BRITISH COLUMBIA, CANADA


The following terms and conditions are applicable for the sale of 2 mineral claims near Goldbridge, British Columbia, Canada by Richard Simpson (herein after referred to as “RS”) to Hurley Exploration Inc. (herein after referred to as “HEI”). Both RS and HEI agree to the following: 



	
            a)
 	
            RS will transfer title to two (2) mineral claims listed in Exhibit “A” and outlined in Exhibit “B” to HEI within 180 days of this agreement. These claims are contiguous hard rock mineral claims covering 655.996 hectares.
 
	
            b)
 	
            RS will provide to HEI within 180 days of this agreement a geological report summarizing the mineral claims, particulars of recent sampling and geological investigation, copies of all records, a budget for further work and 
 



 


 









Page 2 of 12


 


recommendations, and all other information and material relevant to a geological report requisite for filing with the regulatory bodies.



	
            c)
 	
            RS will ensure that the claims shall be maintained in good standing for up to 10 months from the date of agreement and can provide geological consulting services for the claims. All assessment is the responsibility of HEI.
 
	
            d)
 	
            RS shall sell 100% (one hundred percent)  interest in the claims to HEI subject to a 21⁄2% Net Smelter Royalty (NSR) and a 71⁄2% Gross Rock Royalty (GRR) for a total of $70,000.00 o which $53,000 is due and payable. 11⁄2% of the NSR can be acquired for $1.0 million within 12 months from commencement of commercial production. Advance royalties of $25,000 shall be paid annually commencing 36 months from date of signature of this agreement.
 
	
            e)
 	
            If HEI fails to make the advance royalty payments on the 36 month anniversary of the signature of this agreement, as described in (d) above, then HEI agrees to transfer ownership of the subject mining claims to RS within no less than a 10 day period. 
 



HEI shall:



	
            i)
 	
            Pay $17,000 to RS on or before May 31, 2006.
 



	
            ii)
 	
            Provide the name and number of an individual or corporate Free Miner Certificate to transfer the claims into.
 



By signature witnessed below, the undersigned hereby acknowledge that they have read and understood and agree to the aforementioned terms.


Dated at Vancouver, British Columbia, Canada this 3rd day of December, 2004.


 


 



	
            _______________________________
 	
            _____________________________
 
	
            per Hurley Exploration Inc.
 	
            Richard Simpson
 	
             

				



 



	
            Witness
 	
            Witness
 



 



	
            _____________________________
 	
            _____________________________
 



 



	
            _____________________________
 	
            _____________________________
 
	
            Print name
 	
            Print Name
 	
             








 









Page 3 of 12


 


 


Footnotes to Agreement



	
            1)
 	
            All dollar figures are denoted in the currency of the United States of America.
 



 



	
            2)
 	
            The total to be paid by HEI to RS, or his agents or appointed third parties, for the claims is $70,000 inclusive of assessment.
 



 



	
            3)
 	
            To maintain claims in British Columbia annual assessment work is required of $4.00 per hectare (CDN) in year 1-3 per claim, followed by $8.00 per hectare thereafter. There is a filing fee of $0.40 per hectare.
 



 



	
            4)
 	
            Attached are definitions of NSR and GRR.
 



 






 









Page 4 of 12


 


 


Advance Royalty Payments means from time to time payments to the Optionor by the Optionee before Commencement of Commercial Production of Minerals.


Commencement of Commercial Production, with respect to Minerals or Rock, as the case may be, means:



	
            (a)
 	
            if a mill is located on the subject property, the last day of a period of forty (40) consecutive days in which, for not less than thirty (30) days, the mill processed Mineral or Rock from the Property at 60% of its rated capacity; or
 
	
            (b)
 	
            if no Mill is located on the Property, the last day of the first period of thirty (30) consecutive days during which Mineral or Rock has been shipped from the Property on a reasonably regular basis for the purpose of earning revenues; or
 
	
            (c)
 	
            with respect to Rock, following the 30th day of extraction for commercial use.
 



No period of time during which ore or concentrate is shipped from the Property for testing purposes or during which milling operations are undertaken as initial tune-up will be taken into account in determining the date of Commencement of Commercial Production.


Gross Rock Revenue means, for any period, the gross proceeds received by the Optionee in that period from the sale of Rock produced from the Property less any treatment, beneficiation or other changes or penalties deducted by the purchase to whom such Rock is shipped, less:



	
            (a)
 	
            all costs of the Optionee associated with such sales involving handling, weighing, sampling, determination of water content, insuring, packaging and transporting Rock;
 
	
            (b)
 	
            the costs of marketing, including rebates or allowances made or given; and
 
	
            (c)
 	
            any sales, severance, gross production, privilege or similar taxes (other than income taxes or mining taxes based on income).
 



Minerals means the ores or concentrates of minerals, as that term is defined in the Mineral Tenure Act (British Columbia), and the rock that is part of such ores and concentrates sold by the Optionee.


 


 









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Net Smelter Return means, for any period the difference between:



	
            (a)
 	
            the sum of:
 



	
            (i)
 	
            the gross proceeds received by the Optionee in that period from the sale of Minerals produced from the property to a party that is arm’s length to the Optionee, or that would have been received by the Optionee if the purchase of the Minerals were at arm’s length to the Optionee; and
 
	
            (ii)
 	
            in the case of the sale of Minerals that are ores that have not been processed in a Mill, the estimated cost that would have been incurred in crushing and beneficiating such Minerals in a Mill as agreed by the parties or otherwise determined by a competent mining or metallurgical engineer;
 



and



	
            (b)
 	
            the sum of:
 	
             

	
             
	
            (i)
 	
            all amounts paid on account of Advance Royalty Payments;
 	
             

	
             
	
            (ii)
 	
            any insurance costs in connection with shipping such Minerals;
 
	
             
	
            (iii)
 	
            any costs of transport;
 	
             

						



	
            (iv)
 	
            all costs of the Optionee associated with such sales involving handling, weighing, sampling, determination of water content, insuring and packaging;
 
	
            (v)
 	
            the costs of marketing, adjusted for rebates or allowance made or given;
 
	
            (vi)
 	
            any sales, severance, gross production, privilege or similar taxes (other than income taxes or mining taxes based on income) assessed on or in connection with the Minerals or the value thereof; and
 
	
            (vii)
 	
            any treatment, beneficiation or other charges or penalties deducted by any smelter or refinery to which such Minerals are shipped that have not been previously deducted in the computation of gross proceeds.
 



 


 









Page 6 of 12


 


 


Net Smelter Royalty means the percentage of Net Smelter Return from time to time payable to the Optionor after Commencement of Commercial Production from the sale of Minerals.


Rock means all substances that are mined from the Property and sold by the Optionee that are not Minerals.


Rock Royalty means the amount of royalty from time to time payable to the Optionor after Commencement of Commercial Production from the sale of Rock pursuant to Section 11.06.






 









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EXHIBIT A:


 


Mineral Claims






 









Page 8 of 12


 


 


Mineral Titles Online Viewer


 


Tenure Detail



	
            Tenure Number ID
 	
            510119   View Tenure   
 
	
            Termination Type
 	
             
 
	
            Title Type
 	
            MCX 
 
	
            Tenure Sub Type
 	
            C 
 
	
            Tenure Type
 	
            M 
 
	
            Mining Division
 	
             
 
	
            Good To Date
 	
            2006/APR/03 
 
	
            Issue Date
 	
            2005/APR/03 
 
	
            Termination Comments
 	
             
 
	
            Termination Date
 	
             
 
	
            Tag Number
 	
             
 
	
            Claim Name
 	
            DON 1 
 
	
            Old Tenure Code
 	
             
 
	
            Area In Hectares
 	
            245.958 
 
	
            Map Numbers:
 
	
             
 	
            092J 
 	
             
 
	
            Owners:
 
	
             
 	
            124748 
 	
            RICHARD STUART SIMPSON
 	
            100.0%
 
	
             
	
            Agents:
 
	
             
	
             
 	
            124748 
 	
            RICHARD STUART SIMPSON
 	
            CEXT (4025031)
 
							



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 









Page 9 of 12


 


 


Mineral Titles Online Viewer


 


Tenure Detail



	
            Tenure Number ID
 	
            510123   View Tenure   
 	
            
 
 
	
            Termination Type
 	
             
 	
             
 
	
            Title Type
 	
            MCX 
 	
             
 
	
            Tenure Sub Type
 	
            C 
 	
             
 
	
            Tenure Type
 	
            M 
 	
             
 
	
            Mining Division
 	
             
 	
             
 
	
            Good To Date
 	
            2006/APR/03 
 	
             
 
	
            Issue Date
 	
            2005/APR/03 
 	
             
 
	
            Termination Comments
 	
             
 	
             
 
	
            Termination Date
 	
             
 	
             
 
	
            Tag Number
 	
             
 	
             
 
	
            Claim Name
 	
            DON 2 
 	
             
 
	
            Old Tenure Code
 	
             
 	
             
 
	
            Area In Hectares
 	
            410.038 
 	
             
 



 



	
            Map Numbers:
 
	
             
 	
            092J 
 	
             
 	
             
 



 



	
            Owners:
 
	
             
 	
            124748 
 	
            RICHARD STUART SIMPSON
 	
            100.0%
 



 



	
            Agents:
 
	
             
 	
            124748 
 	
            RICHARD STUART SIMPSON
 	
            CEXT (4025036)
 



 


 






 









Page 10 of 12


 


 


 


EXHIBIT B:


 


Claim Map






 









Page 11 of 12