Exhibit
10.1


 


PURCHASE
AGREEMENT


 


THIS
AGREEMENT dated as of July 21st, 2016


BETWEEN:


 


Montana
Mine Land Holdings LLC


P.O.
Box 1920


East
Helena, Montana 59635


(hereinafter
called the “Vendor”)


 


And


Aureus
Incorporated ( OTCPK: ARSN)


3555
1/2 TizerLane


Helena,
Montana 59602


(hereinafter
called the “Purchaser”)


 


Purchaser
and Vendor are together referred to herein as the Parties.


 


WHEREAS:


 


	 	A.	The
    Vendor is the sole recorded and beneficial owner of the mineral claims described in Schedule “A” hereto (the “Property”
    or “Properties”);
	 	 	 
	 	B.	The
    Vendor wishes to sell an undivided 100% interest in and to the Properties to the Purchaser and the Purchaser wishes to acquire
    such interest pursuant to the terms and conditions hereinafter set out;


 


NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and of the mutual covenants and agreements hereinafter
contained, the parties hereto agree as follows:


 


PURCHASE
AND SALE


 


a.
The Vendor hereby sells and assigns and the Purchaser hereby purchases an undivided 100% interest in and to the Properties for
the sum of 45,000,000 shares of common stock of the Purchaser. The Parties agree the value of the purchase shall be $112,000 or
$0.00248889/share.


 



    	 		 



    	 		 



    

 


FURTHER
ASSURANCES 


 


b.
Concurrently with the execution of this Agreement the Vendor shall execute or cause to be executed a Bill of Sale or such other
documents as the Purchaser may reasonable require transferring a 100% interest in and to the Property to the Purchaser which the
Purchaser shall be at liberty to record forthwith. The parties shall execute all further documents or assurances as may be required
to carry out the full intent of this Agreement.


 


PAYMENT


 


c.
All references to monies hereunder will be in United States funds. All payments to be made to any party hereunder may be made
by check mailed or delivered to such party to its address for notice purposes as provided herein. All references to shares are
shares of the Purchaser and will be duly issued or transferred in a timely manner.


 


ENTIRE
AGREEMENT


 


d.
This Agreement constitutes the entire agreement between the parties and replaces and supersedes all agreements, memoranda, correspondence,
communications, negotiations and representations, whether verbal or express or implied, statutory or otherwise, between the parties
with respect to the subject matter herein.


 


VENDOR’S
REPRESENTATIONS AND WARRANTIES


 


e.
The Vendor represents and warrants to the Purchaser that:


 


i.
Vendor is the sole and beneficial owner of an undivided l00% interest in and to the Properties;


 


ii.
The claims comprising the Properties have been, to the best of the information and belief of the Vendor, properly located and
staked and recorded in compliance with the laws of the jurisdiction in which they are situate, are accurately described in Schedule
“A” and are valid and subsisting mineral claims as at the date of this Agreement;


 


iii.
The Properties are in good standing under all applicable laws and regulations, all assessment work required to be performed and
filed has been performed and filed, all taxes and other payments have been paid and all filings have been made;


 


iv.
The Properties are free and clear of any encumbrances, liens or charges and neither the Vendor nor, to the best of the Vendor’s
knowledge, any of her predecessors in interest or title, have done anything whereby the Properties may be encumbered; and


 


v.
He has the right to enter into this Agreement and to deal with the Properties in accordance with the terms of this Agreement,
there are no disputes over the title to the Property, and no other party has any interest in the Property or the production there
from or any right to acquire any such interest.


 



    	 		 



    	 		 



    







 


PURCHASER’S
REPRESENTATIONS AND WARRANTIES


 


f.
The Purchaser represents and warrants to the Vendor that:


 


i.
it has been duly incorporated, amalgamated or continued and validly exists as a corporation in good standing under the laws of
its jurisdiction of incorporation, amalgamation or continuation;


 


ii.
it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement
by it, and the consummation of the transactions herein contemplated will not conflict with or result in any breach of any covenants
or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of
the Articles or the constituent documents of the Purchaser or any shareholders’ or directors’ resolution, indenture,
agreement or other instrument whatsoever to which the Purchaser is a party or by which it is bound or to which it or the Property
may be subject; and


 


iii.
no proceedings are pending for, and the Purchaser is unaware of any basis for the institution of any proceedings leading to, the
dissolution or winding up of the Purchaser or the placing of the Purchaser in bankruptcy or subject to any other laws governing
the affairs of insolvent corporations.


 


SURVIVAL
OF REPRESENTATIONS AND WARRANTIES


 


	g.	The
                                         representations and warranties in this Agreement shall survive the closing of this transaction
                                         and shall apply to all assignments, conveyances, transfers and documents delivered in
                                         connection with this Agreement and there shall not be any merger of any representations
                                         and warranties in such assignments, conveyances, transfers or documents notwithstanding
                                         any rule of law, equity or statute to the contrary and all such rules are hereby waived.
                                         The Vendor shall have the right to waive any representation and warranty made by the
                                         Purchaser in the Vendor’s favor without prejudice to any of its rights with respect
                                         to any other breach by the Purchaser and the Purchaser shall have the same right with
                                         respect to any of the Vendor’s representations in the Purchaser’s favor.



 


NOTICE


 


7.
Each notice, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall
be delivered, telegraphed or telecopied to such party at the address for such party specified above. The date of receipt of such
notice, demand or other communication shall be the date of delivery thereof if delivered or telegraphed or, if given by telecopier,
shall be deemed conclusively to be the next business day. Either party may at any time and from time to time notify the other
party in writing of a change of address and the new address to which notice shall be given to it thereafter until further change.


 


GENDER


 


8.
Wherever the singular or neuter are used herein the same shall be deemed to include the plural, feminine or masculine.


 


ENUREMENT


 


9.
This Agreement shall ensure to the benefit of and be binding upon the parties hereto and their respective successors and permitted
assigns.


 



    	 		 



    	 		 



    

 


COUNTERPART
EXECUTION


 


10.
This Agreement may be executed in several parts in the same form and such parts as so executed shall together constitute one original
agreement, and such parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed
one copy of this Agreement.


 


IN
WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the day and year first above written.


 


	Montana
    Mine Land Holdings LLC.	 
	by
    its authorized signatory:	 
	 	 
	/s/
    Tracy Fortner	 
	Tracy
    Fortner	 
	Managing
    Member 	 
	 	 
	Aureus
    Incorporated	 
	by
    its authorized signatory:	 
	 	 
	/s/
    Tracy Fortner	 
	Tracy
    Fortner, 	 
	President
    and CEO	 


 



    	 		 



    	 		 



    







 


SCHEDULE
“A”


 


THE
PROPERTY


 


The
Property – Keene Placer M.S.


 


Patented
Mining Claims:


 


Keene
Placer, M.S. NO. 3336/4547, Patent No. 27669; located in sections 13 and 24, Township 10 North, Range 2 East, P.M., Broadwater
County, Montana


 


The
Property – Western Star Lode


 


Western
Star Lode Mining Claim and Mill Site located in the E 1⁄2 of Sec. 13, T10N, R2E, United States Patent Number 222, designated
as lots 54a and 54b, recorded in book 59 of Deeds at Page 450 in the records of Broadwater County, Montana