Filed by sedaredgar.com -   Sungro Minerals Inc. - Exhibit 10.1









  

    


  










  

    


  










  

    


  










  

    


  










  

    


  










  

    


  










  

    


  










  

    


  










  

    


  










  

    


  










  

    


  










  

    


  










  

    


  










  

    


  










  

    


  










  

    


  










  

    


  










  

    


  










  

    


  










  

    


  










  

    


  







  
  

  	 	/s/ Steven Van Ert
	 	Steven Van Ert
	 	                                           
	 	 
	 	/s/ Noel Cousins
	 	Noel Cousins




22




  
  

  	 	SMI:                                    
	 	 
	 	SUNGRO MINERALS INC.
	 	 
	 	/s/ Mal Bains
	 	Mal Bains, sole director and
    officer




23




Exhibit A



The “Property” Defined



          The
  “Property” consists of the following unpatented lode mining claims situated in
  Inyo County, California, the names of which, the serial number assigned by the
  California State Office of the Bureau of Land Management and the place of record
  of the location notice thereof in the official records of Inyo County are as
  follows: 


  	CLAIM NAME 	BLM CAMC # 	COUNTY RECORDING # 
	 	 	 
	CM 1 	CAMC 267755 	96/108 
	 	 	 
	CM 2 	CAMC 267756 	96/109 
	 	 	 
	CM 3 	CAMC 267757 	96/110 
	 	 	 
	CM 4 	CAMC 267758 	96/111 
	 	 	 
	CM 5 	CAMC 267759 	96/112 
	 	 	 
	CM 6 	CAMC 267760 	96/113 
	 	 	 
	CM 7 	CAMC 267761 	96/114 
	 	 	 
	CM 8 	CAMC 267762 	96/115 
	 	 	 
	CM 9 	CAMC 267763 	96/116 
	 	 	 
	CM 10 	CAMC 267764 	96/117 
	 	 	 
	CM 11 	CAMC 267765 	96/118 
	 	 	 
	CM 12 	CAMC 267766 	96/119 
	 	 	 
	CM 13 	CAMC 267767 	96/120 
	 	 	 
	CM 14 	CAMC 267768 	96/121 
	 	 	 
	CM 15 	CAMC 267769 	96/122 
	 	 	 
	CM 16 	CAMC 267770 	96/123 
	 	 	 
	CM 17 	CAMC 267771 	96/124 
	 	 	 
	CM 29 	CAMC 267776 	96/129 
	 	 	 
	CM 31 	CAMC 267778 	96/131 




24






  	CLAIM NAME 	BLM CAMC # 	COUNTY RECORDING # 
	 	 	 
	CM 33 	CAMC 267780 	96/133 
	 	 	 
	CM 40 	CAMC 267787 	96/140 
	 	 	 
	CM 42 	CAMC 267788 	96/141 
	 	 	 
	CM 44 	CAMC 267789 	96/142 
	 	 	 
	CM 63 	CAMC 267805 	96/158 
	 	 	 
	CM 64 	CAMC 267806 	96/159 
	 	 	 
	CM 66 	CAMC 267808 	96/161 
	 	 	 
	CM 67 	CAMC 267809 	96/162 
	 	 	 
	CM 68 	CAMC 267810 	96/163 
	 	 	 
	CM 69 	CAMC 267811 	96/164 
	 	 	 
	CM 70 	CAMC 267812 	96/165 
	 	 	 
	FAT 147 	CAMC 269062 	96/1832 
	 	 	 
	FAT 148 	CAMC 269063 	96/1833 
	 	 	 
	FAT 149 	CAMC 269064 	96/1834 
	 	 	 
	FAT 150 	CAMC 269065 	96/1835 
	 	 	 
	FAT 151 	CAMC 269066 	96/1836 
	 	 	 
	FAT 152 	CAMC 269067 	96/1837 
	 	 	 
	FAT 153 	CAMC 269068 	96/1838 
	 	 	 
	FAT 154 	CAMC 269069 	96/1839 
	 	 	 
	FAT 155 	CAMC 269070 	96/1840 
	 	 	 
	FAT 156 	CAMC 269071 	96/1841 
	 	 	 
	FAT 157 	CAMC 269072 	96/1842 
	 	 	 
	FAT 158 	CAMC 269073 	96/1843 
	 	 	 
	FAT 159 	CAMC 269074 	96/1844 
	 	 	 
	FAT 160 	CAMC 269075 	96/1845 




25






  	CLAIM NAME 	BLM CAMC # 	COUNTY RECORDING # 
	 	 	 
	FAT 161 	CAMC 269076 	96/1846 
	 	 	 
	FAT 162 	CAMC 269077 	96/1847 
	 	 	 
	FAT 163 	CAMC 293573 	08/3541 
	 	 	 
	FAT 164 	CAMC 293574 	08/3540 
	 	 	 
	FAT 165 	CAMC 293575 	08/3539 
	 	 	 
	FAT 166 	CAMC 293576 	08/3538 
	 	 	 
	FAT 167 	CAMC 293577 	08/3537 
	 	 	 
	FAT 168 	CAMC 293578 	08/3536 
	 	 	 
	FAT 171 	CAMC 293568 	08/3557 
	 	 	 
	FAT 172 	CAMC 293567 	08/3556 
	 	 	 
	FAT 173 	CAMC 293566 	08/3555 
	 	 	 
	FAT 174 	CAMC 293565 	08/3554 
	 	 	 
	FAT 175 	CAMC 293564 	08/3553 
	 	 	 
	FAT 176 	CAMC 293563 	08/3552 
	 	 	 
	FAT 177 	CAMC 293562 	08/3551 
	 	 	 
	FAT 178 	CAMC 293561 	08/3550 
	 	 	 
	FAT 179 	CAMC 293560 	08/3549 
	 	 	 
	FAT 180 	CAMC 293559 	08/3548 
	 	 	 
	FAT 181 	CAMC 293558 	08/3547 
	 	 	 
	FAT 182 	CAMC 293557 	08/3546 
	 	 	 
	FAT 183 	CAMC 293556 	08/3545 
	 	 	 
	FAT 184 	CAMC 293555 	08/3544 
	 	 	 
	FAT 185 	CAMC 293554 	08/3543 
	 	 	 
	FAT 186 	CAMC 293553 	08/3542 
	 	 	 
	FAT 191 	CAMC 293572 	08/3561 




26






  	CLAIM NAME 	BLM CAMC # 	COUNTY RECORDING # 
	 	 	 
	FAT 193 	CAMC 293571 	08/3560 
	 	 	 
	FAT 195 	CAMC 293570 	08/3559 
	 	 	 
	FAT 197 	CAMC 293569 	08/3558 
	 	 	 
	FAT 199 	CAMC 270093 	96/4492 
	 	 	 
	FAT 211 	CAMC 271324 	97/0726 
	 	 	 
	FAT 213 	CAMC 271326 	97/0728 
	 	 	 
	FAT 215 	CAMC 271328 	97/0730 
	 	 	 
	FAT 217 	CAMC 271330 	97/0732 
	 	 	 
	FAT 219 	CAMC 271332 	97/0734 
	 	 	 
	FAT 221 	CAMC 271334 	97/0736 
	 	 	 
	FAT 223 	CAMC 271336 	97/0738 
	 	 	 
	FAT 225 	CAMC 271338 	97/0740 
	 	 	 
	Mesa #3 	CAMC 264621 	94/4291 
	 	 	 
	Mesa #21 	CAMC 264622 	94/5693 
	 	 	 
	Mesa #23 	CAMC 264623 	94/5694 
	 	 	 
	Mesa #24 	CAMC 264624 	94/5695 
	 	 	 
	Mesa # 26 	CAMC 265625 	94/5696 
	 	 	 
	Mesa #4 	CAMC 267098 	95/4130 
	 	 	 
	Mesa #5 	CAMC 267099 	95/4131 
	 	 	 
	Mesa #6 	CAMC 267100 	95/4132 
	 	 	 
	Mesa #7 	CAMC 267101 	95/4133 
	 	 	 
	Mesa #8 	CAMC 267102 	95/4134 
	 	 	 
	Mesa #9 	CAMC 267103 	95/4135 
	 	 	 
	Mesa #10 	CAMC 267104 	95/4136 
	 	 	 
	Mesa #11 	CAMC 267105 	95/4137 




27






  	CLAIM NAME 	BLM CAMC # 	COUNTY RECORDING # 
	 	 	 
	Mesa #12 	CAMC 267106 	95/4138 
	 	 	 
	Mesa #13 	CAMC 267107 	95/4139 
	 	 	 
	Mesa #25 	CAMC 267108 	95/4140 
	 	 	 
	CMP 1 	CAMC 280789 	03/1109 
	 	 	 
	CMP 2 	CAMC 280790 	03/1110 
	 	 	 
	CMP 3 	CAMC 280791 	03/1111 
	 	 	 
	CMP 4 	CAMC 280792 	03/1112 
	 	 	 
	CMP 5 	CAMC 280793 	03/1113 
	 	 	 
	CMP 6 	CAMC 280794 	03/1114 
	 	 	 
	CMP 7 	CAMC 280795 	03/1115 
	 	 	 
	MP 1 	CAMC 286713 	06/5246 
	 	 	 
	MP 2 	CAMC 286714 	06/5247 
	 	 	 
	MP 3 	CAMC 286715 	06/5248 
	 	 	 
	MP 4 	CAMC 286716 	06/5249 
	 	 	 
	MP 5 	CAMC 286717 	06/5250 
	 	 	 
	MP 6 	CAMC 286718 	06/5251 
	 	 	 
	MP 7 	CAMC 286719 	06/5252 
	 	 	 
	MP 8 	CAMC 286720 	06/5253 
	 	 	 
	MP 9 	CAMC 286721 	06/5254 
	 	 	 
	MP 10 	CAMC 286722 	06/5255 
	 	 	 
	MP 11 	CAMC 286723 	06/5256 
	 	 	 
	MP 12 	CAMC 286724 	06/5257 
	 	 	 
	MP 13 	CAMC 286725 	06/5258 
	 	 	 
	MP 14 	CAMC 286726 	06/5259 
	 	 	 
	MP 15 	CAMC 286727 	06/5260 




28






  	CLAIM NAME 	BLM CAMC # 	COUNTY RECORDING # 
	 	 	 
	MP 16 	CAMC 286728 	06/5261 
	 	 	 
	MP 17 	CAMC 286729 	06/5262 
	 	 	 
	CGL 1 	CAMC 286730 	06/5263 
	 	 	 
	CGL 2 	CAMC 286731 	06/5264 
	 	 	 
	CGL 3 	CAMC 286732 	06/5265 
	 	 	 
	CGL 4 	CAMC 286733 	06/5266 
	 	 	 
	CGL 5 	CAMC 286734 	06/5267 
	 	 	 
	CGL 6 	CAMC 286735 	06/5268 
	 	 	 
	CGL 7 	CAMC 286736 	06/5269 
	 	 	 
	CGL 8 	CAMC 286737 	06/5270 
	 	 	 
	CGL 9 	CAMC 286738 	06/5116 
	 	 	 
	CGL 10 	CAMC 286739 	06/5115 
	 	 	 
	CGL 11 	CAMC 286740 	06/5117 
	 	 	 
	CGL 12 	CAMC 286741 	06/5118 
	 	 	 
	CGL 13 	CAMC 286742 	06/5119 
	 	 	 
	CGL 14 	CAMC 286743 	06/5120 
	 	 	 
	CGL 16 	CAMC 286744 	06/5121 
	 	 	 
	CGL 18 	CAMC 286745 	06/5122 
	 	 	 
	CGL 29 	CAMC 286746 	06/5271 
	 	 	 
	CGL 30 	CAMC 286747 	06/5272 
	 	 	 
	CGL 31 	CAMC 286748 	06/5273 
	 	 	 
	CGL 32 	CAMC 286749 	06/5274 
	 	 	 
	CGL 33 	CAMC 286750 	06/5275 
	 	 	 
	CGL 34 	CAMC 286751 	06/5276 
	 	 	 
	CGL 35 	CAMC 286752 	06/5277 




29






  	CLAIM NAME 	BLM CAMC # 	COUNTY RECORDING # 
	 	 	 
	CGL 36 	CAMC 286753 	06/5278 
	 	 	 
	CGL 37 	CAMC 286754 	06/5123 
	 	 	 
	CGL 38 	CAMC 286755 	06/5124 
	 	 	 
	CGL 39 	CAMC 286756 	06/5125 
	 	 	 
	CGL 40 	CAMC 286757 	06/5126 
	 	 	 
	CGL 41 	CAMC 286758 	06/5127 
	 	 	 
	CGL 42 	CAMC 286759 	06/5128 
	 	 	 
	CGL 43 	CAMC 286760 	06/5129 
	 	 	 
	CGL 44 	CAMC 286761 	06/5130 
	 	 	 
	CGL 45 	CAMC 286762 	06/5131 
	 	 	 
	CGL 46 	CAMC 286763 	06/5132 
	 	 	 
	CGL 47 	CAMC 286764 	06/5133 
	 	 	 
	CGL 48 	CAMC 286765 	06/5134 
	 	 	 
	CGL 49 	CAMC 286766 	06/5279 
	 	 	 
	CGL 50 	CAMC 286767 	06/5280 
	 	 	 
	CGL 51 	CAMC 286768 	06/5281 
	 	 	 
	CGL 52 	CAMC 286769 	06/5282 
	 	 	 
	CGL 53 	CAMC 286770 	06/5283 
	 	 	 
	CGL 54 	CAMC 286771 	06/5284 
	 	 	 
	CGL 55 	CAMC 286772 	06/5285 
	 	 	 
	CGL 56 	CAMC 286773 	06/5286 
	 	 	 
	CGL 57 	CAMC 286774 	06/5287 
	 	 	 
	CGL 58 	CAMC 286775 	06/5288 
	 	 	 
	CGL 59 	CAMC 286776 	06/5289 
	 	 	 
	CGL 60 	CAMC 286777 	06/5290 




30






  	CLAIM NAME 	BLM CAMC # 	COUNTY RECORDING # 
	 	 	 
	CGL 61 	CAMC 286778 	06/5291 
	 	 	 
	CGL 62 	CAMC 286779 	06/5292 
	 	 	 
	CGL 63 	CAMC 286780 	06/5135 
	 	 	 
	CGL 64 	CAMC 286781 	06/5136 
	 	 	 
	CGL 65 	CAMC 286782 	06/5137 
	 	 	 
	CGL 66 	CAMC 286783 	06/5138 
	 	 	 
	CGL 67 	CAMC 286784 	06/5139 
	 	 	 
	CGL 68 	CAMC 286785 	06/5140 
	 	 	 
	CGL 69 	CAMC 286786 	06/5293 
	 	 	 
	CGL 70 	CAMC 286787 	06/5294 
	 	 	 
	CGL 71 	CAMC 286788 	06/5295 
	 	 	 
	CGL 72 	CAMC 286789 	06/5296 
	 	 	 
	CGL 73 	CAMC 286790 	06/5297 
	 	 	 
	CGL 74 	CAMC 286791 	06/5298 
	 	 	 
	CGL 75 	CAMC 286792 	06/5299 
	 	 	 
	CGL 76 	CAMC 286793 	06/5300 
	 	 	 
	CGL 77 	CAMC 286794 	06/5301 
	 	 	 
	CGL 78 	CAMC 286795 	06/5302 
	 	 	 
	CGL 79 	CAMC 286796 	06/5303 
	 	 	 
	CGL 81 	CAMC 286797 	06/5304 
	 	 	 
	CGL 83 	CAMC 286798 	06/5305 
	 	 	 
	CGL 85 	CAMC 286799 	06/5306 
	 	 	 
	CGL 86 	CAMC 286800 	06/5307 
	 	 	 
	CGL 87 	CAMC 286801 	06/5308 
	 	 	 
	CGL 88 	CAMC 286802 	06/5309 




31






  	CLAIM NAME 	BLM CAMC # 	COUNTY RECORDING # 
	 	 	 
	CGL 89 	CAMC 286803 	06/5310 
	 	 	 
	CGL 90 	CAMC 286804 	06/5311 
	 	 	 
	CGL 91 	CAMC 286805 	06/5312 
	 	 	 
	CGL 92 	CAMC 286806 	06/5313 
	 	 	 
	CGL 93 	CAMC 286807 	06/5314 
	 	 	 
	CGL 94 	CAMC 286808 	06/5315 
	 	 	 
	CGL 95 	CAMC 286809 	06/5316 
	 	 	 
	CGL 300 	CAMC 286810 	06/5317 
	 	 	 
	CGL 301 	CAMC 286811 	06/5318 
	 	 	 
	CGL 302 	CAMC 286812 	06/5319 
	 	 	 
	CGL 303 	CAMC 286813 	06/5320 
	 	 	 
	CGL 304 	CAMC 286814 	06/5321 
	 	 	 
	CGL 305 	CAMC 286815 	06/5322 
	 	 	 
	CGL 306 	CAMC 286816 	06/5323 
	 	 	 
	CGL 307 	CAMC 286817 	06/5324 
	 	 	 
	CGL 308 	CAMC 286818 	06/5325 
	 	 	 
	CGL 309 	CAMC 286819 	06/5326 
	 	 	 
	CGL 310 	CAMC 286820 	06/5327 
	 	 	 
	CGL 311 	CAMC 286821 	06/5328 
	 	 	 
	CGL 312 	CAMC 286822 	06/5329 
	 	 	 
	CGL 313 	CAMC 286823 	06/5330 
	 	 	 
	CGL 314 	CAMC 286824 	06/5331 
	 	 	 
	CGL 315 	CAMC 286825 	06/5332 
	 	 	 
	CGL 316 	CAMC 286826 	06/5333 
	 	 	 
	CGL 317 	CAMC 286827 	06/5334 




32






  	CLAIM NAME 	BLM CAMC # 	COUNTY RECORDING # 
	 	 	 
	CGL 318 	CAMC 286828 	06/5335 
	 	 	 
	CGL 319 	CAMC 286829 	06/5336 
	 	 	 
	CGL 320 	CAMC 286830 	06/5337 
	 	 	 
	CGL 321 	CAMC 286831 	06/5338 
	 	 	 
	CGL 322 	CAMC 286832 	06/5339 
	 	 	 
	CGL 323 	CAMC 286833 	06/5340 
	 	 	 
	CGL 324 	CAMC 286834 	06/5341 
	 	 	 
	CGL 325 	CAMC 286835 	06/5342 
	 	 	 
	CGL 326 	CAMC 286836 	06/5343 
	 	 	 
	CGL 327 	CAMC 286837 	06/5344 
	 	 	 
	CGL 328 	CAMC 286838 	06/5345 
	 	 	 
	CGL 329 	CAMC 286839 	06/5346 
	 	 	 
	CGL 330 	CAMC 286840 	06/5347 
	 	 	 
	CGL 331 	CAMC 286841 	06/5348 
	 	 	 
	CGL 332 	CAMC 286842 	06/5349 
	 	 	 
	CGL 333 	CAMC 286843 	06/5350 
	 	 	 
	CGL 401 	CAMC 286844 	06/5351 
	 	 	 
	CGL 402 	CAMC 286845 	06/5352 
	 	 	 
	CGL 403 	CAMC 286846 	06/5353 
	 	 	 
	CGL 404 	CAMC 286847 	06/5354 
	 	 	 
	CGL 405 	CAMC 286848 	06/5355 
	 	 	 
	CGL 406 	CAMC 286849 	06/5356 
	 	 	 
	CGL 407 	CAMC 286850 	06/5357 
	 	 	 
	CGL 408 	CAMC 286851 	06/5358 
	 	 	 
	CGL 409 	CAMC 286852 	06/5359 




33






  	CLAIM NAME 	BLM CAMC # 	COUNTY RECORDING # 
	 	 	 
	CGL 410 	CAMC 286853 	06/5360 
	 	 	 
	CGL 411 	CAMC 286854 	06/5361 
	 	 	 
	CGL 412 	CAMC 286855 	06/5362 
	 	 	 
	CGL 413 	CAMC 286856 	06/5363 
	 	 	 
	CGL 414 	CAMC 286857 	06/5364 
	 	 	 
	CGL 415 	CAMC 286858 	06/5365 
	 	 	 
	CGL 416 	CAMC 286859 	06/5366 
	 	 	 
	CGL 417 	CAMC 286860 	06/5367 
	 	 	 
	CGL 418 	CAMC 286861 	06/5368 
	 	 	 
	SEA 1 	CAMC 292568 	08/2224 
	 	 	 
	SEA 2 	CAMC 292568 	08/2225 
	 	 	 
	SEA 3 	CAMC 292569 	08/2226 
	 	 	 
	SEA 4 	CAMC 292570 	08/2227 
	 	 	 
	SEA 5 	CAMC 292571 	08/2228 
	 	 	 
	SANTA ROSA MILL SITE 	CAMC 287316 	07/786 
	 	 	 
	SANTA ROSA 1 	CAMC 287317 	07/787 
	 	 	 
	SANTA ROSA 2 	CAMC 287318 	07/788 
	 	 	 
	SANTA ROSA 3 	CAMC 287319 	07/789 
	 	 	 
	SANTA ROSA 5 	CAMC 287320 	07/790 
	 	 	 
	SANTA ROSA 6 	CAMC 287321 	07/791 
	 	 	 
	SANTA ROSA 8 	CAMC 287322 	07/792 
	 	 	 
	SRV-1 	CAMC 287323 	07/793 
	 	 	 
	SRV-2 	CAMC 287324 	07/794 
	 	 	 
	SRV-3 	CAMC 287325 	07/795 




34






  	CLAIM NAME 	BLM CAMC # 	COUNTY RECORDING # 
	 	 	 
	SRV-4 	CAMC 287326 	07/796 
	 	 	 
	SRV-5 	CAMC 287327 	07/797 
	 	 	 
	SRV-6 	CAMC 287328 	07/798 
	 	 	 
	SRV-7 	CAMC 287329 	07/799 
	 	 	 
	SRV-8 	CAMC 287330 	07/800 
	 	 	 
	SRV-8A 	CAMC 287331 	07/801 
	 	 	 
	SRV-9 	CAMC 287332 	07/802 
	 	 	 
	SRV-10 	CAMC 287333 	07/803 
	 	 	 
	SRV-11 	CAMC 287334 	07/804 
	 	 	 
	SRV-12 	CAMC 287335 	07/805 
	 	 	 
	SRV-13 	CAMC 287336 	07/806 
	 	 	 
	SRV-14 	CAMC 287337 	07/807 
	 	 	 
	SRV-15 	CAMC 287338 	07/808 
	 	 	 
	SRV-16 	CAMC 287339 	07/809 
	 	 	 
	SRV-17 	CAMC 287340 	07/810 
	 	 	 
	SRV-18 	CAMC 287341 	07/811 
	 	 	 
	SRV-19 	CAMC 287342 	07/812 
	 	 	 
	SRV-20 	CAMC 287343 	07/813 
	 	 	 
	SRV-21 	CAMC 287344 	07/814 
	 	 	 
	SRV-22 	CAMC 287345 	07/815 
	 	 	 
	SRV-23 	CAMC 287346 	07/816 
	 	 	 
	SRV-24 	CAMC 287347 	07/817 
	 	 	 
	SRV-25 	CAMC 287348 	07/818 
	 	 	 
	SRV-26 	CAMC 287349 	07/819 
	 	 	 
	SRV-27 	CAMC 287350 	07/820 




35






  	CLAIM NAME 	BLM CAMC # 	COUNTY RECORDING # 
	 	 	 
	SRV-28 	CAMC 287351 	07/821 
	 	 	 
	SRV-29 	CAMC 287352 	07/822 
	 	 	 
	SRV-30 	CAMC 287353 	07/823 
	 	 	 
	SRV-31 	CAMC 287354 	07/824 
	 	 	 
	SRV-32 	CAMC 287355 	07/825 
	 	 	 
	SRV-33 	CAMC 287356 	07/826 
	 	 	 
	SRV-34 	CAMC 287357 	07/827 
	 	 	 
	SRV-35 	CAMC 287358 	07/828 
	 	 	 
	SRV-36 	CAMC 287359 	07/829 
	 	 	 
	SRV-37 	CAMC 287360 	07/830 
	 	 	 
	SRV-38 	CAMC 287361 	07/831 
	 	 	 
	SRV-39 	CAMC 287362 	07/832 
	 	 	 
	SRV-40 	CAMC 287363 	07/833 
	 	 	 
	SRV-41 	CAMC 287364 	07/834 
	 	 	 
	SRV-42 	CAMC 287365 	07/835 
	 	 	 
	SRV-43 	CAMC 287366 	07/836 
	 	 	 
	SRV-44 	CAMC 287367 	07/837 
	 	 	 
	SRV-45 	CAMC 287368 	07/838 
	 	 	 
	SRV-46 	CAMC 287369 	07/839 
	 	 	 
	SRV-47 	CAMC 287370 	07/840 
	 	 	 
	SRV-48 	CAMC 287371 	07/841 
	 	 	 
	SRV-49 	CAMC 287372 	07/842 
	 	 	 
	SRV-50 	CAMC 287373 	07/843 
	 	 	 
	SRV-51 	CAMC 287374 	07/844 
	 	 	 
	SRV-52 	CAMC 287375 	07/845 




36








  	CLAIM NAME 	BLM CAMC # 	COUNTY RECORDING # 
	 	 	 
	SRV-53 	CAMC 287376 	07/846 
	 	 	 
	SRV-54 	CAMC 287377 	07/847 
	 	 	 
	SRV-55 	CAMC 287378 	07/848 
	 	 	 
	SRV-56 	CAMC 287379 	07/849 
	 	 	 
	SRV-57 	CAMC 287380 	07/850 
	 	 	 
	SRV-58 	CAMC 287381 	07/851 
	 	 	 
	SRV-59 	CAMC 287382 	07/852 
	 	 	 
	SRV-60 	CAMC 287383 	07/853 
	 	 	 
	SRV-61 	CAMC 287384 	07/854 
	 	 	 
	SRV-62 	CAMC 287385 	07/855 
	 	 	 
	SRV-63 	CAMC 287386 	07/856 
	 	 	 
	SRV-64 	CAMC 287387 	07/857 
	 	 	 
	SRV-65 	CAMC 287388 	07/858 




37






Exhibit B 

Transfer Deed



MINING DEED 

  (With Reservation of
  Royalty)



          This
  Mining Deed (“Deed”) is made effective as of __________________, 2009, by
  and between STEVEN VAN ERT, an unmarried man, and NOEL COUSINS, an
  unmarried man (“Grantor”), and SUNGRO MINERALS INC., a
  Nevada corporation, whose address is __________
  ____________________________(“Grantee”). 

WITNESSETH



          For good
  and valuable consideration, the receipt and sufficiency of which are hereby
  acknowledged, Grantor and Grantee undertake and agree as follows: 

         
  1.           Conveyance of
    Mining Claims. Grantor hereby quitclaims to Grantee the unpatented lode
  mining claims described in Exhibit 1 attached hereto and by reference
  made a part hereof (the “Claims”), together with any improvements located
  thereon, any ores, minerals, waste dumps, tailings materials and mineral rights
  belonging or in any way appertaining thereto, and any water rights, easements,
  rights-of-way, access rights and other appurtenances thereto; RESERVING,
  however, unto Grantor the Royalty and related rights set forth in Section 3
  hereof. 

         
  2.           Representations and Warranties. Grantor makes no representations or
  warranties regarding the validity or ownership of the Claims. Grantee represents
  and warrants to Grantor that Grantee has the full right, power and capacity to
  enter into and perform this Deed upon the terms set forth herein, and doing so
  will not be in breach of any other agreement to which Grantee is a party.
  Grantee is a corporation in good standing under the laws of Nevada. All
  corporate and other actions required to authorize Grantee to enter into and
  perform this Deed have been properly taken. The person signing this Deed for
  Grantee has proper corporate authority to do so. 

         
  3.           Reservation of
    Royalty. Grantor reserves, and Grantee agrees to pay, a four percent (4.0%)
  net smelter returns production royalty from any production and sale of minerals
  from the Claims, to be determined and paid in accordance with the provisions of Exhibit 2 attached hereto and by reference made a part hereof (the
  “Royalty”), which Royalty shall run with the Claims (including any
  amendments or relocations thereof) and the land within the Claims and shall be
  binding upon Grantee and any and all successors to Grantee, such that Grantor
  shall be entitled to the Royalty regardless of who owns or mines the Claims. 

         
  4.           Survival of
    Mineral Agreement. This Deed is given pursuant to that certain Mineral
  Agreement dated effective August __, 2009, by and between Grantor and Grantee
  38




(“Mineral Agreement”), the terms and conditions of which
  shall survive the execution and delivery of this Deed. 

         
  5.           Construction. This Deed shall be construed in accordance with and
  governed by the laws of the State of California without regard for choice of
  laws or conflict of laws principles that would require or permit the application
  of the laws of any other jurisdiction. 

         
  6.           Binding
    Effect. This Deed shall inure to the benefit of and be binding upon the
  parties and their respective successors and assigns. 

         
  7.           Execution.
  This Deed may be executed in counterparts, all of which taken together shall
  constitute a single and complete instrument. 

          IN
  WITNESS WHEREOF, Grantor and Grantee have executed this Deed on the dates
  indicated in the acknowledgements below, but effective as of the date first set
  forth above. 

	 	Grantor: 
	 	 	 
	 	 	 
	 	 
	 	STEVEN VAN ERT 
	 	 	 
	 	 	 
	 	 	 
	 	NOEL COUSINS 
	 	 	 
	 	 	 
	 	 	 
	 	Grantee: 
	 	 	 
	 	SUNGRO MINERALS INC. 
	 	 	 
	 	 	 
	 	By:	
	 	 	Mal Bains, sole director and officer 


39







	STATE OF CALIFORNIA 	) 
	 	: ss. 
	COUNTY OF 	) 


          On this
  ______ day of ______________, 2009, personally appeared before me, a Notary
  Public, STEVEN VAN ERT, who acknowledged that he executed the above instrument. 

	[seal] 	
	 	NOTARY PUBLIC, residing in 
	 	 
	My commission expires: 	
	__________________________________	 




	STATE OF ARIZONA 	) 
	 	: ss. 
	County of Pima 	) 


          On this
  ______ day of ______________, 2009, personally appeared before me, a Notary
  Public, NOEL COUSINS, who acknowledged that he executed the above instrument. 

	[seal] 	
		NOTARY PUBLIC, residing in 
	 	
	My commission expires: 	
	__________________________________	 




	STATE OF 	) 
	 	) ss. 
	County of 	) 


          On this
  ______ day of _______________, 2009, personally appeared before me, a Notary
  Public, Mal Bains, the sole director and officer of ___________________, who
  acknowledged that he executed the above instrument on behalf of said
  corporation. 

	[seal] 	
		NOTARY PUBLIC, residing in 
	 	
	My commission expires: 	
	__________________________________	 


40




Exhibit 1 

Claims 

[Describe claims]

 

 

 

 

41




Exhibit 2 

Royalty 

[parallel provisions of Agreement]

    [End] 

 

 

 

42




Exhibit C 

Reconveyance Deed



AFTER RECORDING, PLEASE RETURN TO:

  Steven Van Ert 

  P.O.
  Box 3785 

  Chatsworth, CA 91313 



MINING DEED



          For good
  and valuable consideration, the receipt and sufficiency of which are hereby
  acknowledged, SUNGRO MINERALS INC., a Nevada corporation
  (“Grantor”) hereby conveys to STEVEN VAN ERT (an unmarried man whose
  address is P.O. Box 3785, Chatsworth, California 91313) an undivided eighty-five
  percent (85.0%) interest, and to NOEL COUSINS (an unmarried man whose address is
  P.O. Box 37061, Tucson, Arizona 85740) an undivided fifteen percent (15.0%)
  interest, as tenants in common (collectively, “Grantees”), in and to all
  of the unpatented lode mining claims described in Exhibit 1 attached
  hereto and by reference made a part hereof (the “Claims”), which Claims
  are located in Inyo County, California, together with any improvements located
  thereon, any ores, minerals, waste dumps, tailings materials and mineral rights
  belonging or in any way appertaining thereto, and any water rights, easements,
  rights-of-way, access rights and other appurtenances thereto. 

          Grantor
  warrants that the Claims are free and clear of any liens, claims or encumbrances
  arising by, through or under Grantor. Grantor further warrants that it has the
  full right, power and capacity to execute and deliver this Mining Deed; that
  doing so will not be in breach of any agreement to which Grantor is a party;
  that Grantor is a corporation in good standing under the laws of Nevada; that
  all corporate and other actions required to authorize Grantor to execute and
  deliver this Mining Deed have been properly taken; and that the person signing
  this Mining Deed for Grantor has proper corporate authority to do so as
  Grantor’s Chief Executive Officer. 

          This
  Mining Deed is executed and delivered pursuant to that certain Mineral Agreement
  dated effective August 1, 2009, by and between Grantor and Grantees, the terms
  and conditions of which shall survive the execution and delivery of this Mining
  Deed. 

43






          IN
  WITNESS WHEREOF, Grantor has caused this Mining Deed to be executed by its duly
  authorized representative on the date indicated in the acknowledgement below, to
  be effective as of that date. 

	 	Grantor: 
	 	 	 
	 	SUNGRO MINERALS INC. 
	 	 	 
	 	 	 
	 	 	 
	 	By:	
	 	 	Mal Bains, sole director and officer 








	STATE OF 	) 
	 	) ss. 
	County of 	) 


          On this
  ______ day of _______________, 2009, personally appeared before me, a Notary
  Public, Mal Bains, the sole director and officer of _________________, who
  acknowledged that he executed the above instrument on behalf of said
  corporation. 

	[seal] 	 
		NOTARY PUBLIC, residing in 
	 	 
	My commission expires: 	 
	_____________________________	 


44






Exhibit 1

Claims 

 

 

 

45




Exhibit D



Royalty Conveyance



AFTER RECORDING, PLEASE RETURN TO:



CONVEYANCE OF ROYALTY INTEREST



          This
  Conveyance of Royalty Interest is made this _____ day of __________________,
  200___, by and between STEVEN VAN ERT (an unmarried man) as to an
  eighty-five percent (85.0%) undivided interest, and NOEL COUSINS (an
  unmarried man) as to a fifteen percent (15.0%) undivided interest
  (“Grantor”), and SUNGRO MINERALS INC., a Nevada corporation
  (“Grantee”). 

WITNESSETH



         
  A.           Grantor and
  Grantee are parties to that certain Mineral Agreement dated effective August 1,
  2009 (the “Agreement”) involving the unpatented lode mining claims
  described in Exhibit 1 attached hereto and by reference made a part
  hereof (the “Property”), a memorandum of which was recorded in the Inyo
  County, California, real property records on _______________, 2009, as Reception
  No. _____, in Book ______, at Page _____. The Property is located in Inyo
  County, California. All capitalized terms used in this document shall have the
  meanings ascribed to them in the Agreement, unless otherwise defined in this
  document. 

         
  .           Pursuant to the
  Agreement, Grantee agreed to pay to Grantor a production Royalty of four percent
  (4.0%) of Net Smelter Returns upon all Minerals mined and removed from the
    Property [NTD: not consistent with the other definition of the Royalty in
      the Mineral Agreement], and Grantee was given the option to reduce
  the Royalty payable to Grantor from four percent to two and one-half percent)
  for a consideration specified in the Agreement. 

         
  C.           Grantor has
  elected to exercise its Royalty Reduction Election and Grantee has paid to
  Grantee the consideration required under the Agreement. 

          NOW,
  THEREFORE, for good and valuable consideration, the receipt and sufficiency of
  which are hereby acknowledged, Grantor hereby conveys and assigns to Grantee a
  one and one-half percent (1.5%) Royalty and the parties agree that, from and
  after the date of this instrument, the Royalty shall be owned as follows: 

Grantor owns a two and one-half percent
  (2.5%) Royalty, to be allocated eighty-five 

46




percent (85.0%) to Steven Van Ert and
  fifteen percent (15.0%) to Noel Cousins. 

Grantee owns a one and one-half percent
  (1.5%) Royalty, which shall be deemed to have terminated by merger of said
  Royalty interest with and into Grantee’s ownership of the Property. 

         
  Grantor’s conveyance is made without any warranties or representations except
  that the Royalty interest conveyed to Grantee is free and clear of any liens,
  claims or encumbrances arising by, through or under Grantor. 

          IN WITNESS WHEREOF, Grantor and Grantee have executed this
  instrument on the dates indicated in the acknowledgements below, but effective
  as of the date first set forth above. 

	 	Grantor: 
	 	 	 
	 	 	 
	 	 	 
	 	STEVEN VAN ERT 
	 	 	 
	 	 	 
	 	 	 
	 	NOEL COUSINS 
	 	 	 
	 	 	 
	 	 	 
	 	Grantee: 
	 	 	 
	 	SUNGRO MINERALS INC. 
	 	 	 
	 	 	 
	 	 	 
	 	By:	
	 	 	Mal Bains, sole director and officer 


47







Exhibit E

ESCROW AGREEMENT

THIS AGREEMENT made as of the _______day of _______, 2009.

AMONG:

STEVEN VAN ERT, a businessman,
  of P.O. Box 3785 Chatsworth, 

  CA, 91313

(“Van Ert”)

AND:

NOEL COUSINS, a businessman, of
  P.O. Box 37061, Tucson, AZ, 

  85740

(“Cousins”, collectively with Van Ert,
  the “Owners”)

AND:

SUNGRO MINERALS INC., a
  corporation organized under the laws of 

  Nevada

(“SMI”)

AND:

DECONCINI MCDONALD YETWIN &
  LACY, P.C. of 2525 East 

  Broadway, Suite 200, Tucson, AZ 85716-5300

(the “Escrow Agent”)

WHEREAS:

A.          
  By a mineral agreement dated effective August 1, 2009 (the “Mineral Agreement”)
  between the Owners and SMI, it was agreed that the Owners would transfer certain
  unpatented lode mining claims situated in Inyo County, California, known as the
  Conglomerate Mesa claims (the “Property”) and SMI would pay for the Property by
  issuing and delivering common shares in SMI (“SMI Shares”), of which, Two
  Hundred Thousand (200,000) are to be issued and delivered on the Closing Date
  and Two Million Three Hundred Thousand (2,300,000) (the “Escrow Shares”) are to
  be held in escrow pursuant to the terms of this Agreement; 

B.          
  The Owners and SMI wish to appoint the Escrow Agent to accept, hold and deliver,
  pursuant to the terms of this Agreement the Escrow Shares; 

C.          
  The Escrow Agent has agreed to facilitate the purchase and sale of the Property
  by acting as Escrow Agent on the terms and conditions set out in this agreement;
  and 





- 2 -

D.          
  The Owners and SMI have agreed that the Escrow Shares will be held by the Escrow
  Agent and released only in accordance with this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that in
  consideration of the mutual covenants and promises set forth herein, and for
  other good and valuable consideration, the receipt and sufficiency of which is
  hereby acknowledged by each, the parties hereto agree as follows:

	1.                    
        INTERPRETATION
	 
	1.1                    
      In this Agreement:




	 	(a) 	the headings have been inserted for convenience of
      reference only and in no way define, limit, or enlarge the scope or
      meaning of the provisions of this Agreement;

	 	 	 
	 	(b) 	all references to any party, whether a party to this
      Agreement or not, will be read with such changes in number and gender as
      the context or reference requires; and

	 	 	 
	 	(c) 	when the context hereof makes it possible, the word
      “person” includes in its meaning any firm and any body corporate or
      politic.



2.                       DEPOSIT INTO ESCROW

2.1                    
  SMI will deliver the Escrow Shares to the Escrow Agent and the Escrow Agent will
  hold the Escrow Shares in escrow subject to the terms and conditions of this
  Agreement.

3.                       ESCROW PROVISIONS

3.1                    
  The Owners and SMI hereby direct the Escrow Agent to retain the Escrow Shares
  and not to cause anything to be done to release the same from escrow except in
  accordance with this Agreement. The Escrow Agent accepts its responsibilities
  hereunder and agrees to perform them in accordance with the terms hereof.

3.2                    
  The Escrow Agent will hold the Escrow Shares in escrow and will, unless
  prohibited by an order of a court of competent jurisdiction, deliver, the Escrow
  Shares as follows:

	 	(a) 	On August 1, 2010, one hundred fifty thousand (150,000)
      SMI Shares shall be released to the Owner;

	 	 	 
	 	(b) 	On August 1, 2011, two hundred thousand (200,000) SMI
      Shares shall be released to the Owner;

	 	 	 
	 	(c) 	On August 1, 2012, and on August 1 of each year
      thereafter, two hundred fifty thousand (250,000) SMI Shares be released to
      the Owner continuing annually until a total of 2.5 million shares has been
      issued to the Owner.



3.3                     All
  of the Escrow Shares described above shall be issued and delivered to the
  individual Owner in proportion to Owner’s interest as stated in the Mineral
  Agreement (that is 85% to Van Ert and 15% to Cousins).

3.4                    
  The Escrow Agent is authorized by each of the Owners and SMI to make the
  deliveries required by Section 3.2 of this Agreement.





- 3 -

4.                       ESCROW AGENT

4.1                    
  In exercising the rights, duties and obligations prescribed or confirmed by this
  Agreement, the Escrow Agent will act honestly and in good faith and will
  exercise that degree of care, diligence and skill that a reasonably prudent
  person would exercise in comparable circumstances.

4.2                    
  Each of the Owners and SMI agree from time to time and at all times hereafter
  well and truly to save, defend and keep harmless and fully indemnify the Escrow
  Agent, its successors and assigns from and against all loss, costs, charges,
  suits, demands, claims, damages and expenses which the Escrow Agent, its
  successors or assigns may at any time or times hereafter bear, sustain, suffer
  or be put unto for or by reason or on account of its acting pursuant to this
  Agreement or anything in any manner relating thereto or by reason of the Escrow
  Agent’s compliance in good faith with the terms hereof.

4.3                    
  In case proceedings should hereafter be taken in any court respecting any of the
  Escrow Shares, the Escrow Agent will not be obliged to defend any such action or
  submit its rights to the court until it has been indemnified by other good and
  sufficient security in addition to the indemnity given in Clause 4.2 against its
  costs of such proceedings.

4.4                    
  The Escrow Agent will have no responsibility in respect of loss of any of the
  Escrow Shares except the duty to exercise such care in the safekeeping thereof
  as it would exercise if the Escrow Shares belonged to the Escrow Agent. The
  Escrow Agent may act on the advice of counsel but will not be responsible for
  acting or failing to act on the advice of counsel.

4.5                    
  The Escrow Agent will not be bound in any way by any contract between the other
  parties hereto whether or not it has notice thereof or of its terms and
  conditions and the only duty, liability and responsibility of the Escrow Agent
  will be to hold the Escrow Shares as herein directed and to pay and deliver the
  same to such persons and other such conditions as are herein set forth. The
  Escrow Agent will not be required to pass upon the sufficiency of any of the
  Escrow Shares or to ascertain whether or not the person or persons who have
  executed, signed or otherwise issued or authenticated the said documents have
  authority to so execute, sign or authorize, issue or authenticate the said
  documents or any of them, or that they are the same persons named therein or
  otherwise to pass upon any requirement of such instruments that may be essential
  for their validity, but it shall be sufficient for all purposes under this
  Agreement insofar as the Escrow Agent is concerned that the said documents are
  deposited with it as herein specified by the parties executing this Agreement
  with the Escrow Agent.

4.6                    
  In the event that any of the Escrow Shares are attached, garnished or levied
  upon under any court order, or if the delivery of such property is stayed or
  enjoined by any court order or if any court order, judgment or decree is made or
  entered affecting such property or affecting any act by the Escrow Agent, the
  Escrow Agent may, in its sole discretion, obey and comply with all writs,
  orders, judgments or decrees so entered or issued, whether with or without
  jurisdiction, notwithstanding any provision of this Agreement to the contrary.
  If the Escrow Agent obeys and complies with any such writs, orders, judgments or
  decrees, it will not be liable to any of the parties hereto or to any other
  person, form or corporation by reason of such compliance, notwithstanding that
  such writs, orders, judgments or decrees may be subsequently reversed, modified,
  annulled, set aside or vacated.

4.7                    
  Except as herein otherwise provided, the Escrow Agent is authorized and directed
  to disregard in its sole discretion any and all notices and warnings which may
  be given to it by any of the parties hereto or by any other person, firm,
  association or corporation. It will, however, at its sole discretion, obey the
  order, judgment or decree of any court of competent jurisdiction, and it is
  hereby authorized to comply with and obey such orders, judgments or decrees and
  in case of such compliance, it shall not be liable by reason thereof to any of
  the parties hereto or to any other person, firm, association or 





- 4 -

corporation, even if thereafter any such order, judgment or
  decree may be reversed, modified, annulled, set aside or vacated.

4.8                    
  If the Escrow Agent receives any valid court order contrary to the instructions
  contained in this Agreement, the Escrow Agent may continue to hold all or any of
  the Escrow Shares until the lawful determination of the issue between the
  parties hereto.

4.9                    
  If written notice of protest is made by any of the Owners and/or SMI to the
  Escrow Agent to any action contemplated by the Escrow Agent under this
  Agreement, and such notice sets out reasons for such protest, the Escrow Agent
  may at its sole discretion continue to hold all or any of the Escrow Shares
  until the right to the documents is legally determined by a court of competent
  jurisdiction or otherwise.

4.10                  
  The Escrow Agent may resign as Escrow Agent by giving not less than five (5)
  days’ notice thereof to the Owners and SMI. The Owners and SMI may terminate the
  Escrow Agent by giving not less than five (5) days’ notice to the Escrow Agent.
  The resignation or termination of the Escrow Agent will be effective and the
  Escrow Agent will cease to be bound by this Agreement on the date that is five
  (5) days after the date of receipt of the termination notice given hereunder or
  on such other date as the Escrow Agent, the Owners and SMI may agree upon. All
  indemnities granted to the Escrow Agent herein will survive the termination of
  this Agreement or the termination or resignation of the Escrow Agent. In the
  event of termination or resignation of the Escrow Agent for any reason, the
  Escrow Agent shall, within that five (5) days’ notice period deliver the Escrow
  Shares in its possession to the new escrow agent to be named by the Owners and
  SMI.

4.11                  
  Notwithstanding anything herein to the contrary, the Escrow Agent may act upon
  any written instructions given jointly by the Owners and SMI.

4.12                  
  Notwithstanding anything to the contrary contained herein, in the event of any
  dispute arising between any of the Owners and/or SMI, this Agreement or any
  matters arising thereto, the Escrow Agent may in its sole discretion deliver and
  interplead all or any of the Escrow Shares into court and such delivery and
  interpleading will be an effective discharge to the Escrow Agent.

5.                       FEES

5.1                    
  The Owners will pay all of the compensation of the Escrow Agent and will
  reimburse the Escrow Agent for any and all reasonable expenses, disbursements
  and advances made by the Escrow Agent in the performance of its duties
  hereunder, including reasonable fees, expenses and disbursements incurred by its
  counsel.

6.                       GENERAL

6.1                    
  Except as herein otherwise provided, no subsequent alteration, amendment,
  change, or addition to this Agreement will be binding upon the parties hereto
  unless reduced to writing and signed by the parties.

6.2                    
  This Agreement will enure to the benefit of and be binding upon the parties and
  their respective heirs, executors, administrators and successors.

6.3                    
  The parties will execute and deliver all such further documents, do or cause to
  be done all such further acts and things, and give all such further assurances
  as may be necessary to give full effect to the provisions and intent of this
  Agreement.





- 5 -

6.4                    
  This Agreement will be governed by and construed in accordance with the laws of
  the laws of the State of California.

6.5                    
  It is understood and agreed by the parties to this Agreement that the only
  duties and obligations of the Escrow Agent are those specifically stated herein
  and no other.

6.6                    
  This Agreement may be executed in one or more counterparts, all of which will be
  considered one and the same agreement and will become effective when one or more
  counterparts have been signed by each of the parties and delivered to the other
  parties, it being understood that all parties need not sign the same
  counterpart. This Agreement may be executed by delivery of executed signature
  pages by fax and such fax execution will be effective for all purposes.

IN WITNESS WHEREOF the parties have caused this Agreement to be
  executed as of the day and year first written above.

	WITNESSED BY: 	) 	 
	 	) 	 
	 	) 	 
	Name 	) 	 
	 	) 	 
	Address 	) 	 
	 	) 	STEVEN VAN ERT 
	 	) 	 
	 	) 	 
	Occupation 	) 	 
	 	 	 
	WITNESSED BY: 	) 	 
	 	) 	 
	 	) 	 
	Name 	) 	 
	 	) 	 
	Address 	) 	 
	 	) 	NOEL COUSINS 
	 	) 	 
	 	) 	 
	Occupation 	) 	 




	 	 	DECONCINI MCDONALD
      YETWIN & 
	SUNGRO MINERALS
      INC. 	 	LACY, P.C 
	 	 	 	 	 
	 	 	 	 	 
	By: 		 	Per:	                      
	 	Mal Bains, sole director and
      officer 	 	Name: 	                 
	 	 	 	Title: