Filed by Avantafile.com - Homeland Resources Ltd. - Exhibit 10.1







  SECURITIES PURCHASE AGREEMENT
  

 This SECURITIES
PURCHASE AGREEMENT (the
“Agreement”), dated as of September 8, 2014, by and
between HOMELAND RESOURCES LTD.,
a Nevada corporation, with headquarters located at 9120 Double Diamond Parkway H269,
Reno, NV 89521 (the “Company”), and KBM
WORLDWIDE, INC., a New York
corporation, with its address at 80 Cuttermill Road, Suite 410, Great
Neck, NY 11021 (the “Buyer”).


  WHEREAS:

       A. The Company and the Buyer are executing and
    delivering this Agreement in reliance upon the exemption from
    securities registration afforded by the rules and regulations as
    promulgated by the United States Securities and Exchange Commission
    (the “SEC”) under the Securities Act of 1933, as
    amended (the “1933 Act”); 

       B. Buyer desires to purchase and the Company
  desires to issue and sell, upon the terms and conditions set forth
  in this Agreement an 8% convertible note of the Company, in the
  form attached hereto as Exhibit A, in the aggregate principal
  amount of $88,500.00 (together with any note(s) issued in
  replacement thereof or as a dividend thereon or otherwise with
  respect thereto in accordance with the terms thereof, the “Note”),
  convertible into shares of common stock, $0.0001 par value per
  share, of the Company (the “Common Stock”), upon the
  terms and subject to the limitations and conditions set forth in
  such Note. 


       C. The Buyer wishes to purchase, upon the terms
  and conditions stated in this Agreement, such principal amount of
  Note as is set forth immediately below its name on the signature
  pages hereto; and

NOW
THEREFORE, the Company and the Buyer
severally (and not jointly) hereby agree as follows:

1. Purchase and Sale of Note.  

a. Purchase of Note.
  On the Closing Date (as defined below), the Company shall issue
  and sell to the Buyer and the Buyer agrees to purchase from the
  Company such principal amount of Note as is set forth immediately
  below the Buyer’s name on the signature pages hereto. 



b. Form of Payment.
  On the Closing Date (as defined below),  the Buyer shall pay
  the purchase price for the Note to be issued and sold to it at
  the Closing (as defined below) (the “Purchase Price”)
  by wire transfer of immediately available funds to the Company,
  in accordance with the Company’s written wiring
  instructions, against delivery of the Note in the principal
  amount equal to the Purchase Price as is set forth immediately
  below the Buyer’s name on the signature pages hereto, and
   the Company shall deliver such duly executed Note on
  behalf of the Company, to the Buyer, against delivery of such
  Purchase Price. 

c. Closing Date.
  Subject to the satisfaction (or written waiver) of the
  conditions thereto set forth in Section 6 and Section 7 below,
  the date and time of the issuance and sale of the Note pursuant
  to this Agreement (the “Closing Date”) shall be 12:00
  noon, Eastern Standard Time on or about
  September 12, 2014, or such other mutually agreed upon time.  The
  closing of the transactions contemplated by this Agreement (the
  “Closing”) shall occur on the Closing Date at such
  location as may be agreed to by the parties. 

2. Buyer’s Representations and
  Warranties.  The Buyer represents
  and warrants to the Company that:  

a. Investment Purpose.
  As of the date hereof, the Buyer is purchasing the Note and the
  shares of Common Stock issuable upon conversion of or otherwise
  pursuant to the Note (including, without limitation, such
  additional shares of Common Stock, if any, as are issuable  on
  account of interest on the Note,  as a result of the
  events described in Sections 1.3 and 1.4(g) of the Note or  in
  payment of the Standard Liquidated Damages Amount (as defined in
  Section 2(f) below) pursuant to this Agreement, such shares of
  Common Stock being collectively referred to herein as the
  “Conversion Shares” and, collectively with the Note,
  the “Securities”) for its own account and not with a
  present view towards the public sale or distribution thereof,
  except pursuant to sales registered or exempted from registration
  under the 1933 Act; provided,
  however,
  that by making the representations herein, the Buyer does not
  agree to hold any of the Securities for any minimum or other
  specific term and reserves the right to dispose of the Securities
  at any time in accordance with or pursuant to a registration
  statement or an exemption under the 1933 Act.

b. Accredited Investor Status.
  The Buyer is an “accredited investor” as that term
  is defined in Rule 501(a) of Regulation D (an “Accredited
  Investor”).

c. Reliance on Exemptions.
  The Buyer understands that the Securities are being offered and
  sold to it in reliance upon specific exemptions from the
  registration requirements of United States federal and state
  securities laws and that the Company is relying upon the truth
  and accuracy of, and the Buyer’s compliance with, the
  representations, warranties, agreements, acknowledgments and
  understandings of the Buyer set forth herein in order to
  determine the availability of such exemptions and the eligibility
  of the Buyer to acquire the Securities. 

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d. Information.
  The Buyer and its advisors, if any, have been, and for so long
  as the Note remain outstanding will continue to be, furnished
  with all materials relating to the business, finances and
  operations of the Company and materials relating to the offer and
  sale of the Securities which have been requested by the Buyer or
  its advisors.  The Buyer and its advisors, if any, have been, and
  for so long as the Note remain outstanding will continue to be,
  afforded the opportunity to ask questions of the Company.
  Notwithstanding the foregoing, the Company has not disclosed to
  the Buyer any material nonpublic information and will not
  disclose such information unless such information is disclosed to
  the public prior to or promptly following such disclosure to the
  Buyer.  Neither such inquiries nor any other due diligence
  investigation conducted by Buyer or any of its advisors or
  representatives shall modify, amend or affect Buyer’s right
  to rely on the Company’s representations and warranties
  contained in Section 3 below.  The Buyer understands that its
  investment in the Securities involves a significant degree of
  risk. The Buyer is not aware of any facts that may constitute a
  breach of any of the Company's representations and warranties
  made herein.

e. Governmental Review.
  The Buyer understands that no United States federal or state
  agency or any other government or governmental agency has passed
  upon or made any recommendation or endorsement of the Securities.

 f. Transfer or Re-sale.
  The Buyer understands that  the sale or re-sale of the
  Securities has not been and is not being registered under the
  1933 Act or any applicable state securities laws, and the
  Securities may not be transferred unless  the Securities
  are sold pursuant to an effective registration statement under
  the 1933 Act,  the Buyer shall have delivered to the
  Company, at the cost of the Buyer, an opinion of counsel that
  shall be in form, substance and scope customary for opinions of
  counsel in comparable transactions to the effect that the
  Securities to be sold or transferred may be sold or transferred
  pursuant to an exemption from such registration, which opinion
  shall be accepted by the Company,  the Securities are sold
  or transferred to an “affiliate” (as defined in Rule
  144 promulgated under the 1933 Act (or a successor rule) (“Rule
  144”)) of the Buyer who agrees to sell or otherwise
  transfer the Securities only in accordance with this Section 2(f)
  and who is an Accredited Investor,  the Securities are
  sold pursuant to Rule 144, or  the Securities are sold
  pursuant to Regulation S under the 1933 Act (or a successor rule)
  (“Regulation S”),
  and the Buyer shall have delivered to the Company, at the cost of
  the Buyer, an opinion of counsel that shall be in form, substance
  and scope customary for opinions of counsel in corporate
  transactions, which opinion shall be accepted by the Company;
  (ii) any sale of such Securities made in reliance on Rule 144 may
  be made only in accordance with the terms of said Rule and
  further, if said Rule is not applicable, any re-sale of such
  Securities under circumstances in which the seller (or the person
  through whom the sale is made) may be deemed to be an underwriter
  (as that term is defined in the 1933 Act) may require compliance
  with some other exemption under the 1933 Act or the rules and
  regulations of the SEC thereunder; and (iii) neither the Company
  nor any other person is under any obligation to register such
  Securities under the 1933 Act or any state securities laws or to
  comply with the

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 terms and conditions of any exemption thereunder
  (in each case).  Notwithstanding the foregoing or anything else
  contained herein to the contrary, the Securities may be pledged
  as collateral in connection with a bona
  fide margin account or other lending arrangement.

g. Legends.
  The Buyer understands that the Note and, until such time as the
  Conversion Shares have been registered under the 1933 Act may be
  sold pursuant to Rule 144 or Regulation S without any restriction
  as to the number of securities as of a particular date that can
  then be immediately sold, the Conversion Shares may bear a
  restrictive legend in substantially the following form (and a
  stop-transfer order may be placed against transfer of the
  certificates for such Securities):


  
    “NEITHER
      THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS
      CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
      EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT
      BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE
      OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL
      (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY
      ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
      (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.
      NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
      CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
      ARRANGEMENT SECURED BY THE SECURITIES.”

  



The
legend set forth above shall be removed and the Company shall issue a
certificate without such legend to the holder of any Security upon
which it is stamped, if, unless otherwise required by applicable
state securities laws, (a) such Security is registered for sale under
an effective registration statement filed under the 1933 Act or
otherwise may be sold pursuant to Rule 144 or Regulation S without
any restriction as to the number of securities as of a particular
date that can then be immediately sold, or (b) such holder provides
the Company with an opinion of 

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counsel, in form, substance and scope
  customary for opinions of counsel in comparable transactions, to the
  effect that a public sale or transfer of such Security may be made
  without registration under the 1933 Act, which opinion shall be
  accepted by the Company so that the sale or transfer is effected.
  The Buyer agrees to sell all Securities, including those represented
  by a certificate(s) from which the legend has been removed, in
  compliance with applicable prospectus delivery requirements, if any.
  In the event that the Company does not accept the opinion of counsel
  provided by the Buyer with respect to the transfer of Securities
  pursuant to an exemption from registration, such as Rule 144 or
  Regulation S, at the Deadline,
  it will be considered an Event of
  Default pursuant to Section 3.2 of the Note.

h. Authorization; Enforcement.
  This Agreement has been duly and validly authorized.  This
  Agreement has been duly executed and delivered on behalf of the
  Buyer, and this Agreement constitutes a valid and binding
  agreement of the Buyer enforceable in accordance with its terms.

i. Residency.
  The Buyer is a resident of the jurisdiction set forth
  immediately below the Buyer’s name on the signature pages
  hereto. 

  3. Representations and Warranties of the
  Company.  The Company represents
  and warrants to the Buyer that:  

a. Organization and Qualification.
  The Company , is a corporation duly organized, validly existing
  and in good standing under the laws of the jurisdiction in which
  it is incorporated, with full power and authority (corporate and
  other) to own, lease, use and operate its properties and to carry
  on its business as and where now owned, leased, used, operated
  and conducted.  The Company is duly qualified as a foreign
  corporation to do business and is in good standing in every
  jurisdiction in which its ownership or use of property or the
  nature of the business conducted by it makes such qualification
  necessary except where the failure to be so qualified or in good
  standing would not have a Material Adverse Effect.  “Material
  Adverse Effect” means any material adverse effect on the
  business, operations, assets, financial condition or prospects of
  the Company, if any, taken as a whole, or on the transactions
  contemplated hereby or by the agreements or instruments to be
  entered into in connection herewith.

b. Authorization; Enforcement.
  (i) The Company has all requisite corporate power and authority
  to enter into and perform this Agreement, the Note and to
  consummate the transactions contemplated hereby and thereby and
  to issue the Securities, in accordance with the terms hereof and
  thereof, (ii) the execution and delivery of this Agreement, the
  Note by the Company and the consummation by it of the
  transactions contemplated hereby and thereby (including without
  limitation, the issuance of the Note and the issuance and
  reservation for issuance of the Conversion Shares issuable upon
  conversion or exercise thereof) have been duly authorized by the
  Company’s Board of Directors and no further consent or
  authorization of the Company, its Board of Directors, or its
  shareholders is required, (iii) this Agreement has been duly
  executed and delivered by the Company by its authorized
  representative, and such authorized representative is the true
  and official representative with authority to sign this Agreement
  and the other documents executed in connection herewith and bind
  the Company accordingly, and (iv) this Agreement constitutes, and
  upon execution and delivery by the Company of the Note, each of
  such instruments will constitute, a legal, valid and binding
  obligation of the Company enforceable against the Company in
  accordance with its terms. 

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c. Capitalization.
  As of the date hereof, the authorized capital stock of the
  Company consists of: (i) 500,000,000
  authorized shares
  of Common Stock, $0.0001 par value per share, of which 161,109,142
  shares are issued and outstanding; and (ii) 250,000,000
  authorized shares of Preferred Stock, $0.0001 par value per
  share, of which no shares are issued and outstanding; no shares are reserved for
  issuance pursuant to the Company’s stock option plans, no
  shares are reserved for issuance pursuant to securities (other
  than the Note) exercisable for, or convertible into or
  exchangeable for shares of Common Stock and 12,000,000 shares are
  reserved for issuance upon conversion of the Note.  All of such
  outstanding shares of capital stock are, or upon issuance will
  be, duly authorized, validly issued, fully paid and
  non-assessable.  No shares of capital stock of the Company are
  subject to preemptive rights or any other similar rights of the
  shareholders of the Company or any liens or encumbrances imposed
  through the actions or failure to act of the Company.  As of the
  effective date of this Agreement, (i) there are no outstanding
  options, warrants, scrip, rights to subscribe for, puts, calls,
  rights of first refusal, agreements, understandings, claims or
  other commitments or rights of any character whatsoever relating
  to, or securities or rights convertible into or exchangeable for
  any shares of capital stock of the Company , or arrangements by
  which the Company is or may become bound to issue additional
  shares of capital stock of the Company, (ii) there are no
  agreements or arrangements under which the Company is obligated
  to register the sale of any of its or their securities under the
  1933 Act and (iii) there are no anti-dilution or price adjustment
  provisions contained in any security issued by the Company (or in
  any agreement providing rights to security holders) that will be
  triggered by the issuance of the Note or the Conversion Shares.
  The Company has furnished to the Buyer true and correct copies of
  the Company’s Certificate of Incorporation as in effect on
  the date hereof (“Certificate of Incorporation”), the
  Company’s By-laws, as in effect on the date hereof (the
  “By-laws”), and the terms of all securities
  convertible into or exercisable for Common Stock of the Company
  and the material rights of the holders thereof in respect
  thereto.  The Company shall provide the Buyer with a written
  update of this representation signed by the Company’s Chief
  Executive on behalf of the Company as of the Closing Date. 

d. Issuance of Shares.
  The Conversion Shares are duly authorized and reserved for
  issuance and, upon conversion of the Note in accordance with its
  respective terms, will be validly issued, fully paid and
  non-assessable, and free from all taxes, liens, claims and
  encumbrances with respect to the issue thereof and shall not be
  subject to preemptive rights or other similar rights of
  shareholders of the Company and will not impose personal
  liability upon the holder thereof.

e. Acknowledgment of Dilution.
  The Company understands and acknowledges the potentially
  dilutive effect to the Common Stock upon the issuance of the
  Conversion Shares upon conversion of the Note.  The Company
  further acknowledges that its obligation to issue Conversion
  Shares upon conversion of the Note in accordance with this
  Agreement, the Note is absolute and unconditional regardless of
  the dilutive effect that such issuance may have on the ownership
  interests of other shareholders of the Company.

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f. No Conflicts.
  The execution, delivery and performance of this Agreement, the
  Note by the Company and the consummation by the Company of the
  transactions contemplated hereby and thereby (including, without
  limitation, the issuance and reservation for issuance of the
  Conversion Shares) will not (i) conflict with or result in a
  violation of any provision of the Certificate of Incorporation or
  By-laws, or (ii) violate or conflict with, or result in a breach
  of any provision of, or constitute a default (or an event which
  with notice or lapse of time or both could become a default)
  under, or give to others any rights of termination, amendment,
  acceleration or cancellation of, any agreement, indenture,
  patent, patent license or instrument to which the Company is a
  party, or (iii)  result in a violation of any law, rule,
  regulation, order, judgment or decree (including federal and
  state securities laws and regulations and regulations of any
  self-regulatory organizations to which the Company or its
  securities are subject) applicable to the Company or by which any
  property or asset of the Company is bound or affected (except for
  such conflicts, defaults, terminations, amendments,
  accelerations, cancellations and violations as would not,
  individually or in the aggregate, have a Material Adverse
  Effect).  Neither the Company  is not
  in violation of its
  Certificate of Incorporation, By-laws or other organizational
  documents and the Company  is not
  in default (and no event has
  occurred which with notice or lapse of time or both could put the
  Company in default) under, and neither the Company has
  not taken any action or
  failed to take any action that would give to others any rights of
  termination, amendment, acceleration or cancellation of, any
  agreement, indenture or instrument to which the Company is a
  party or by which any property or assets of the Company is bound
  or affected, except for possible defaults as would not,
  individually or in the aggregate, have a Material Adverse Effect.
  The business of the Company, if any, are not being conducted, and
  shall not be conducted so long as the Buyer owns any of the
  Securities, in violation of any law, ordinance or regulation of
  any governmental entity.  Except as specifically contemplated by
  this Agreement and as required under the 1933 Act and any
  applicable state securities laws, the Company is not required to
  obtain any consent, authorization or order of, or make any filing
  or registration with, any court, governmental agency, regulatory
  agency, self regulatory organization or stock market or any third
  party in order for it to execute, deliver or perform any of its
  obligations under this Agreement, the Note in accordance with the
  terms hereof or thereof or to issue and sell the Note in
  accordance with the terms hereof and to issue the Conversion
  Shares upon conversion of the Note.  All consents,
  authorizations, orders, filings and registrations which the
  Company is required to obtain pursuant to the preceding sentence
  have been obtained or effected on or prior to the date hereof.
  If the Company is listed on the
  OTCBB, the Company is not in
  violation of the listing requirements of the Over-the-Counter
  Bulletin Board (the “OTCBB”) and does not reasonably
  anticipate that the Common Stock will be delisted by the OTCBB in
  the foreseeable future.  The Company are unaware of any facts or
  circumstances which might give rise to any of the foregoing.

g. SEC Documents; Financial Statements.
  The Company has timely filed all reports, schedules, forms,
  statements and other documents required to be filed by it with
  the SEC pursuant to the reporting requirements of the Securities
  Exchange Act of 1934, as amended

7



 
 (the “1934 Act”)
  (all of the foregoing filed prior to the date hereof and all
  exhibits included therein and financial statements and schedules
  thereto and documents (other than exhibits to such documents)
  incorporated by reference therein, being hereinafter referred to
  herein as the “SEC Documents”).  Upon written request
  the Company will deliver to the Buyer true and complete copies of
  the SEC Documents, except for such exhibits and incorporated
  documents.  As of their respective dates, the SEC Documents
  complied in all material respects with the requirements of the
  1934 Act and the rules and regulations of the SEC promulgated
  thereunder applicable to the SEC Documents, and none of the SEC
  Documents, at the time they were filed with the SEC, contained
  any untrue statement of a material fact or omitted to state a
  material fact required to be stated therein or necessary in order
  to make the statements therein, in light of the circumstances
  under which they were made, not misleading.  None of the
  statements made in any such SEC Documents is, or has been,
  required to be amended or updated under applicable law (except
  for such statements as have been amended or updated in subsequent
  filings prior the date hereof).  As of their respective dates,
  the financial statements of the Company included in the SEC
  Documents complied as to form in all material respects with
  applicable accounting requirements and the published rules and
  regulations of the SEC with respect thereto.  Such financial
  statements have been prepared in accordance with United States
  generally accepted accounting principles, consistently applied,
  during the periods involved  and fairly present in all material
  respects the financial position of the Company as of the dates
  thereof and the results of their operations and cash flows for
  the periods then ended (subject, in the case of unaudited
  statements, to normal year-end audit adjustments).  Except as set
  forth in the financial statements of the Company included in the
  SEC Documents, the Company has no liabilities, contingent or
  otherwise, other than (i) liabilities incurred in the ordinary
  course of business subsequent to April 30, 2014, and (ii)
  obligations under contracts and commitments incurred in the
  ordinary course of business and not required under generally
  accepted accounting principles to be reflected in such financial
  statements, which, individually or in the aggregate, are not
  material to the financial condition or operating results of the
  Company. The Company is subject to the reporting requirements of
  the 1934 Act.

h. Absence of Certain Changes.
  Except as may be
  disclosed in the Company’s filings in Form 8-K made since
  the date of filing of the Company’s Form 10-Q for the
  period endedApril 30, 2014,
  there has been no material adverse change and no material adverse
  development in the assets, liabilities, business, properties,
  operations, financial condition, results of operations, prospects
  or 1934 Act reporting status of the Company or any of its
Subsidiaries.

 i. Absence of Litigation.
  There is no action, suit, claim, proceeding, inquiry or
  investigation before or by any court, public board, government
  agency, self-regulatory organization or body pending or, to the
  knowledge of the Company , threatened against or affecting the
  Company, or their officers or directors in their capacity as
  such, that could have a Material Adverse Effect.  Schedule 3(i)
  contains a complete list and summary description of any pending
  or, to the knowledge of the Company, threatened proceeding
  against or affecting the

8



 
 Company or any of its Subsidiaries,
  without regard to whether it would have a Material Adverse
  Effect.  The Company is
  unaware of any facts or circumstances which might give rise to
  any of the foregoing.

j. Patents, Copyrights, etc.
  The Company  owns or possesses the requisite licenses or rights
  to use all patents, patent applications, patent rights,
  inventions, know-how, trade secrets, trademarks, trademark
  applications, service marks, service names, trade names and
  copyrights (“Intellectual Property”) necessary to
  enable it to conduct its business as now operated (and, as
  presently contemplated to be operated in the future); there is no
  claim or action by any person pertaining to, or proceeding
  pending, or to the Company’s knowledge threatened, which
  challenges the right of the Company with respect to any
  Intellectual Property necessary to enable it to conduct its
  business as now operated (and, as presently contemplated to be
  operated in the future); to the best of the Company’s
  knowledge, the Company’s current and intended products,
  services and processes do not infringe on any Intellectual
  Property or other rights held by any person; and the Company is
  unaware of any facts or circumstances which might give rise to
  any of the foregoing.  The Company have taken reasonable security
  measures to protect the secrecy, confidentiality and value of
  their Intellectual Property.

k. No Materially Adverse Contracts, Etc.
  The
  Company  is not
  subject to any charter,
  corporate or other legal restriction, or any judgment, decree,
  order, rule or regulation which in the judgment of the Company’s
  officers has or is expected in the future to have a Material
  Adverse Effect.  The
  Company is not a
  party to any contract or agreement which in the judgment of the
  Company’s officers has or is expected to have a Material
  Adverse Effect.

l. Tax Status.
  The Company has made or filed all federal, state and foreign
  income and all other tax returns, reports and declarations
  required by any jurisdiction to which it is subject (unless and
  only to the extent that the Company has set aside on its books
  provisions reasonably adequate for the payment of all unpaid and
  unreported taxes) and has paid all taxes and other governmental
  assessments and charges that are material in amount, shown or
  determined to be due on such returns, reports and declarations,
  except those being contested in good faith and has set aside on
  its books provisions reasonably adequate for the payment of all
  taxes for periods subsequent to the periods to which such
  returns, reports or declarations apply.  There are no unpaid
  taxes in any material amount claimed to be due by the taxing
  authority of any jurisdiction, and the officers of the Company
  know of no basis for any such claim.  The Company has not
  executed a waiver with respect to the statute of limitations
  relating to the assessment or collection of any foreign, federal,
  state or local tax.  None of the Company’s tax returns is
  presently being audited by any taxing authority.

m. Certain Transactions.
  Except for arm’s length transactions pursuant to which the
  Company  makes payments in the ordinary course of business upon
  terms no less favorable than the Company could obtain from third
  parties and other than the grant of stock options disclosed on
  Schedule 3(c), none of the officers, directors, or employees of
  the Company

9



 
 is presently a party to any transaction with the
  Company  (other than for services as employees, officers and
  directors), including any contract, agreement or other
  arrangement providing for the furnishing of services to or by,
  providing for rental of real or personal property to or from, or
  otherwise requiring payments to or from any officer, director or
  such employee or, to the knowledge of the Company, any
  corporation, partnership, trust or other entity in which any
  officer, director, or any such employee has a substantial
  interest or is an officer, director, trustee or partner. 

n. Disclosure.
  All information relating to or concerning the Company  set forth
  in this Agreement and provided to the Buyer pursuant to Section
  2(d) hereof and otherwise in connection with the transactions
  contemplated hereby is true and correct in all material respects
  and the Company has not omitted to state any material fact
  necessary in order to make the statements made herein or therein,
  in light of the circumstances under which they were made, not
  misleading.  No event or circumstance has occurred or exists with
  respect to the Company  or its  business, properties, prospects,
  operations or financial conditions, which, under applicable law,
  rule or regulation, requires public disclosure or announcement by
  the Company but which has not been so publicly announced or
  disclosed (assuming for this purpose that the Company’s
  reports filed under the 1934 Act are being incorporated into an
  effective registration statement filed by the Company under the
  1933 Act).

o. Acknowledgment Regarding Buyer’
  Purchase of Securities.  The
  Company acknowledges and agrees that the Buyer is acting solely
  in the capacity of arm’s length purchasers with respect to
  this Agreement and the transactions contemplated hereby.  The
  Company further acknowledges that the Buyer is not acting as a
  financial advisor or fiduciary of the Company (or in any similar
  capacity) with respect to this Agreement and the transactions
  contemplated hereby and any statement made by the Buyer or any of
  its respective representatives or agents in connection with this
  Agreement and the transactions contemplated hereby is not advice
  or a recommendation and is merely incidental to the Buyer’
  purchase of the Securities.  The Company further represents to
  the Buyer that the Company’s decision to enter into this
  Agreement has been based solely on the independent evaluation of
  the Company and its representatives.

p. No Integrated Offering.
  Neither the Company, nor any of its affiliates, nor any person
  acting on its or their behalf, has directly or indirectly made
  any offers or sales in any security or solicited any offers to
  buy any security under circumstances that would require
  registration under the 1933 Act of the issuance of the Securities
  to the Buyer.  The issuance of the Securities to the Buyer will
  not be integrated with any other issuance of the Company’s
  securities (past, current or future) for purposes of any
  shareholder approval provisions applicable to the Company or its
  securities. 

10



 
q. No Brokers.
  The Company has taken no action which would give rise to any
  claim by any person for brokerage commissions, transaction fees
  or similar payments relating to this Agreement or the
  transactions contemplated hereby.

r. Permits; Compliance.
  The Company is in possession of all franchises, grants,
  authorizations, licenses, permits, easements, variances,
  exemptions, consents, certificates, approvals and orders
  necessary to own, lease and operate its properties and to carry
  on its business as it is now being conducted (collectively, the
  “Company Permits”), and there is no action pending
  or, to the knowledge of the Company, threatened regarding
  suspension or cancellation of any of the Company Permits.  The
  Company is not in
  conflict with, or in default or violation of, any of the Company
  Permits, except for any such conflicts, defaults or violations
  which, individually or in the aggregate, would not reasonably be
  expected to have a Material Adverse Effect.  Since April 30, 2014,
  the Company has not
  received any notification
  with respect to possible conflicts, defaults or violations of
  applicable laws, except for notices relating to possible
  conflicts, defaults or violations, which conflicts, defaults or
  violations would not have a Material Adverse Effect.

s. Environmental Matters.

(i) There are, to the Company’s
    knowledge, with respect to the Company or any predecessor of the
    Company, no past or present violations of Environmental Laws (as
    defined below), releases of any material into the environment,
    actions, activities, circumstances, conditions, events,
    incidents, or contractual obligations which may give rise to any
    common law environmental liability or any liability under the
    Comprehensive Environmental Response, Compensation and Liability
    Act of 1980 or similar federal, state, local or foreign laws and
    the Company has not received any notice with respect to any of
    the foregoing, nor is any action pending or, to the Company’s
    knowledge, threatened in connection with any of the foregoing.
    The term “Environmental Laws” means all federal,
    state, local or foreign laws relating to pollution or protection
    of human health or the environment (including, without
    limitation, ambient air, surface water, groundwater, land
    surface or subsurface strata), including, without limitation,
    laws relating to emissions, discharges, releases or threatened
    releases of chemicals, pollutants contaminants, or toxic or
    hazardous substances or wastes (collectively, “Hazardous
    Materials”) into the environment, or otherwise relating to
    the manufacture, processing, distribution, use, treatment,
    storage, disposal, transport or handling of Hazardous Materials,
    as well as all authorizations, codes, decrees, demands or demand
    letters, injunctions, judgments, licenses, notices or notice
    letters, orders, permits, plans or regulations issued, entered,
promulgated or approved thereunder. 

(ii) Other than those that are or were stored, used or disposed of in
    compliance with applicable law, no Hazardous Materials are
    contained on or about any real property currently owned, leased
    or used by the Company , and no Hazardous Materials were
    released on or about any real property previously owned, leased
    or used by the Company during 

11



 
the period the property was owned,
    leased or used by the Company, except in the normal course of
    the Company’s or any of its Subsidiaries’ business. 


(iii) There are no underground storage tanks on
  or under any real property owned, leased or used by the Company
  that are not in compliance with applicable law.

 t. Title to Property.
  The Company has
  good and marketable title in fee simple to all real property and
  good and marketable title to all personal property owned by them
  which is material to the business of the Company , in each case
  free and clear of all liens, encumbrances and defects except such
  as are described in Schedule 3(t) or such as would not have a
  Material Adverse Effect.  Any real property and facilities held
  under lease by the Company  are held by them under valid,
  subsisting and enforceable leases with such exceptions as would
  not have a Material Adverse Effect.

u. [INTENTIONALLY
  DELETED].

v. Internal Accounting Controls.
  The Company maintains
  a system of internal accounting controls sufficient, in the
  judgment of the Company’s board of directors, to provide
  reasonable assurance that (i) transactions are executed in
  accordance with management’s general or specific
  authorizations, (ii) transactions are recorded as necessary to
  permit preparation of financial statements in conformity with
  generally accepted accounting principles and to maintain asset
  accountability, (iii) access to assets is permitted only in
  accordance with management’s general or specific
  authorization and (iv) the recorded accountability for assets is
  compared with the existing assets at reasonable intervals and
  appropriate action is taken with respect to any differences.

w. Foreign Corrupt Practices.
  Neither the Company,  nor any director, officer, agent, employee
  or other person acting on behalf of the Company has, in the
  course of his actions for, or on behalf of, the Company, used any
  corporate funds for any unlawful contribution, gift,
  entertainment or other unlawful expenses relating to political
  activity; made any direct or indirect unlawful payment to any
  foreign or domestic government official or employee from
  corporate funds; violated or is in violation of any provision of
  the U.S. Foreign Corrupt Practices Act of 1977, as amended, or
  made any bribe, rebate, payoff, influence payment, kickback or
  other unlawful payment to any foreign or domestic government
  official or employee.

x. Solvency.
  The Company (after giving effect to the transactions
  contemplated by this Agreement) is solvent (i.e.,
  its assets have a fair market value in excess of the amount
  required to pay its probable liabilities on its existing debts as
  they become absolute and matured) and currently the Company has
  no information that would lead it to reasonably conclude that the
  Company would not, after giving effect to the transaction
  contemplated by this 

12



 
Agreement, have the ability to, nor does it
  intend to take any action that would impair its ability to, pay
  its debts from time to time incurred in connection therewith as
  such debts mature.  The Company did not receive a qualified
  opinion from its auditors with respect to its most recent fiscal
  year end and, after giving effect to the transactions
  contemplated by this Agreement, does not anticipate or know of
  any basis upon which its auditors might issue a qualified opinion
  in respect of its current fiscal year.

y. No Investment Company.
  The Company is not, and upon the issuance and sale of the
  Securities as contemplated by this Agreement will not be an
  “investment company” required to be registered under
  the Investment Company Act of 1940 (an “Investment
  Company”).  The Company is not controlled by an Investment
  Company.

z. Breach of Representations and Warranties
  by the Company.
  If the Company breaches any of the representations or warranties
  set forth in this Section 3, and in addition to any other
  remedies available to the Buyer pursuant to this Agreement, it
  will be considered an Event of default under Section 3.4 of the
  Note.

4. COVENANTS.

a. Best Efforts.
  The parties shall use their best efforts to satisfy timely each
  of the conditions described in Section 6 and 7 of this Agreement.

b. Form D; Blue Sky Laws.
  The Company agrees to file a Form D with respect to the
  Securities as required under Regulation D and to provide a copy
  thereof to the Buyer promptly after such filing.  The Company
  shall, on or before the Closing Date, take such action as the
  Company shall reasonably determine is necessary to qualify the
  Securities for sale to the Buyer at the applicable closing
  pursuant to this Agreement under applicable securities or “blue
  sky” laws of the states of the United States (or to obtain
  an exemption from such qualification), and shall provide evidence
  of any such action so taken to the Buyer on or prior to the
  Closing Date.

c. Use of Proceeds.
  The Company shall use the proceeds for general working capital
  purposes.

d. [INTENTIONALLY
  DELETED].

e. Expenses.
  At the Closing, the Company shall reimburse Buyer for expenses
  incurred by them in connection with the negotiation, preparation,
  execution, delivery and performance of this Agreement and the
  other agreements to be executed in connection herewith
  (“Documents”),
  including, without limitation, reasonable attorneys’ and
  consultants’ fees and expenses, transfer agent fees, fees
  for stock quotation services, fees relating to any amendments or
  modifications of the Documents or any consents or waivers of
  provisions in the 

13



 
Documents, fees for the preparation of opinions
  of counsel, escrow fees, and costs of restructuring the
  transactions contemplated by the Documents.  When possible, the
  Company must pay these fees directly, otherwise the Company must
  make immediate payment for reimbursement to the Buyer for all
  fees and expenses immediately upon written notice by the Buyer or
  the submission of an invoice by the Buyer. The Company’s
  maximum
  obligation with respect to
  this transaction is to reimburse Buyer’ expenses shall be
  $3,500.

f. Financial Information.
  Upon written request the Company agrees to send or make
  available the following reports to the Buyer until the Buyer
  transfers, assigns, or sells all of the Securities:  within
  ten (10) days after the filing with the SEC, a copy of its Annual
  Report on Form 10-K its Quarterly Reports on Form 10-Q and any
  Current Reports on Form 8-K;  within one (1) day after
  release, copies of all press releases issued by the Company; and
   contemporaneously with the making available or giving to
  the shareholders of the Company, copies of any notices or other
  information the Company makes available or gives to such
  shareholders.

g. [INTENTIONALLY DELETED]

h. Listing.
  The Company shall promptly secure
  the listing of the Conversion Shares upon each national
  securities exchange or automated quotation system, if any, upon
  which shares of Common Stock are then listed (subject to official
  notice of issuance) and, so long as the Buyer owns any of the
  Securities, shall maintain, so long as any other shares of Common
  Stock shall be so listed, such listing of all Conversion Shares
  from time to time issuable upon conversion of the Note.  The
  Company will obtain and, so long as the Buyer owns any of the
  Securities, maintain the listing and trading of its Common Stock
  on the OTCBB or any equivalent replacement exchange or electronic
  quotation system (including but not limited to the Pink Sheets
  electronic quotation system) and will comply in all respects with
  the Company’s reporting, filing and other obligations under
  the bylaws or rules of the Financial Industry Regulatory
  Authority (“FINRA”) and such exchanges, as
  applicable.  The Company shall promptly provide to the Buyer
  copies of any notices it receives from the OTCBB and any other
  exchanges or electronic quotation systems on which the Common
  Stock is then traded regarding the continued eligibility of the
Common Stock for listing on such exchanges and quotation systems.

 i. Corporate Existence.
  So long as the Buyer beneficially
  owns any Note, the Company shall maintain its corporate existence
  and shall not sell all or substantially all of the Company’s
  assets, except in the event of a merger or consolidation or sale
  of all or substantially all of the Company’s assets, where
  the surviving or successor entity in such transaction (i) assumes
  the Company’s obligations hereunder and under the
  agreements and instruments entered into in connection herewith
  and (ii) is a publicly traded corporation whose Common Stock is
  listed for trading on the Pink Sheets, OTCQX, OTCBB, Nasdaq,
Nasdaq SmallCap, NYSE or AMEX. 

14



 
j. No Integration.
  The Company shall not make any offers or sales of any security
  (other than the Securities) under circumstances that would
  require registration of the Securities being offered or sold
  hereunder under the 1933 Act or cause the offering of the
  Securities to be integrated with any other offering of securities
  by the Company for the purpose of any stockholder approval
  provision applicable to the Company or its securities.

k. Breach of Covenants.
  If the Company breaches any of the covenants set forth in this
  Section 4, and in addition to any other remedies available to the
  Buyer pursuant to this Agreement, it will be considered an event
  of default under Section 3.4 of the Note.

l. Failure to Comply with the 1934 Act.
  So long as the Buyer beneficially owns the Note, the Company
  shall comply with the reporting requirements of the 1934 Act; and
  the Company shall continue to be subject to the reporting
  requirements of the 1934 Act.

m. Trading Activities.
  Neither the Buyer nor its
  affiliates has an open short position in the common stock of the
  Company and the Buyer agree that it shall not, and that it will
  cause its affiliates not to, engage in any short sales of or
  hedging transactions with respect to the common stock of the
  Company.

5. Transfer Agent Instructions.
  The Company shall issue irrevocable instructions to its transfer
  agent to issue certificates, registered in the name of the Buyer
  or its nominee, for the Conversion Shares in such amounts as
  specified from time to time by the Buyer to the Company upon
  conversion of the Note in accordance with the terms thereof (the
  “Irrevocable Transfer Agent Instructions”).  In
  the event that the Borrower proposes to replace its transfer
  agent, the Borrower shall provide, prior to the effective date of
  such replacement, a fully executed Irrevocable Transfer Agent
  Instructions in a form as initially delivered pursuant to the
  Purchase Agreement (including but not limited to the provision to
  irrevocably reserve shares of Common Stock in the Reserved Amount)
  signed by the successor transfer agent to Borrower and the
  Borrower. Prior to registration of the Conversion Shares under the
  1933 Act or the date on which the Conversion Shares may be sold
  pursuant to Rule 144 without any restriction as to the number of
  Securities as of a particular date that can then be immediately
  sold, all such certificates shall bear the restrictive legend
  specified in Section 2(g) of this Agreement.  The Company
  warrants that: (i) no instruction other than the Irrevocable
  Transfer Agent Instructions referred to in this Section 5, and
  stop transfer instructions to give effect to Section 2(f) hereof
  (in the case of the Conversion Shares, prior to registration of
  the Conversion Shares under the 1933 Act or the date on which the
  Conversion Shares may be sold pursuant to Rule 144 without any
  restriction as to the number of Securities as of a particular date
  that can then be immediately sold), will be given by the Company
  to its transfer agent and that the Securities shall otherwise be
  freely transferable on the books and records of the Company as and
  to the extent provided in this Agreement and the Note; (ii) it
  will not direct its transfer agent not to transfer or delay,

15



 
 impair, and/or hinder its transfer agent in transferring (or
  issuing)(electronically or in certificated form) any certificate
  for Conversion Shares to be issued to the Buyer upon conversion of
  or otherwise pursuant to the Note as and when required by the Note
  and this Agreement; and (iii) it will not fail to remove (or
  directs its transfer agent not to remove or impairs, delays,
  and/or hinders its transfer agent from removing) any restrictive
  legend (or to withdraw any stop transfer instructions in respect
  thereof) on any certificate for any Conversion Shares issued to
  the Buyer upon conversion of or otherwise pursuant to the Note as
  and when required by the Note and this Agreement.  Nothing in
  this Section shall affect in any way the Buyer’s obligations
  and agreement set forth in Section 2(g) hereof to comply with all
  applicable prospectus delivery requirements, if any, upon re-sale
  of the Securities.  If the Buyer provides the Company, at the
  cost of the Buyer, with (i) an opinion of counsel in form,
  substance and scope customary for opinions in comparable
  transactions, to the effect that a public sale or transfer of such
  Securities may be made without registration under the 1933 Act and
  such sale or transfer is effected or (ii) the Buyer provides
  reasonable assurances that the Securities can be sold pursuant to
  Rule 144, the Company shall permit the transfer, and, in the case
  of the Conversion Shares, promptly instruct its transfer agent to
  issue one or more certificates, free from restrictive legend, in
  such name and in such denominations as specified by the Buyer. 
  The Company acknowledges that a breach by it of its obligations
  hereunder will cause irreparable harm to the Buyer, by vitiating
  the intent and purpose of the transactions contemplated hereby. 
  Accordingly, the Company acknowledges that the remedy at law for a
  breach of its obligations under this Section 5 may be inadequate
  and agrees, in the event of a breach or threatened breach by the
  Company of the provisions of this Section, that the Buyer shall be
  entitled, in addition to all other available remedies, to an
  injunction restraining any breach and requiring immediate
  transfer, without the necessity of showing economic loss and
  without any bond or other security being required. 

6. Conditions to the Company’s
  Obligation to Sell.  The
  obligation of the Company hereunder to issue and sell the Note to
  the Buyer at the Closing is subject to the satisfaction, at or
  before the Closing Date of each of the following conditions
  thereto, provided that these conditions are for the Company’s
  sole benefit and may be waived by the Company at any time in its
  sole discretion:   


  a. The Buyer shall have executed this
  Agreement and delivered the same to the Company.

b. The Buyer shall have delivered the Purchase Price in accordance
  with Section 1(b) above.

c. The representations and warranties of the Buyer shall be true and
  correct in all material respects as of the date when made and as
  of the Closing Date as though made at that time (except for
  representations and warranties that speak as of a specific date),
  and the Buyer shall have performed, satisfied and complied in all
  material respects with the

16



 
 covenants, agreements and conditions
  required by this Agreement to be performed, satisfied or complied
  with by the Buyer at or prior to the Closing Date.

d. No litigation, statute, rule, regulation, executive order,
  decree, ruling or injunction shall have been enacted, entered,
  promulgated or endorsed by or in any court or governmental
  authority of competent jurisdiction or any self-regulatory
  organization having authority over the matters contemplated
  hereby which prohibits the consummation of any of the
  transactions contemplated by this Agreement.

7. Conditions to The Buyer’s
  Obligation to Purchase.  The
  obligation of the Buyer hereunder to purchase the Note at the
  Closing is subject to the satisfaction, at or before the Closing
  Date of each of the following conditions, provided that these
  conditions are for the Buyer’s sole benefit and may be
  waived by the Buyer at any time in its sole discretion: 

a. The Company shall have executed this Agreement and delivered the
  same to the Buyer.

b. The Company shall have delivered to the
  Buyer the duly executed Note (in such denominations as the Buyer
  shall request) in accordance with Section 1(b) above.

c. The Irrevocable Transfer Agent Instructions, in form and
  substance , shall have been delivered to and acknowledged in
  writing by the Company’s Transfer Agent. 

d. The representations and warranties of the
  Company shall be true and correct in all material respects as of
  the date when made and as of the Closing Date as though made at
  such time (except for representations and warranties that speak
  as of a specific date) and the Company shall have performed,
  satisfied and complied in all material respects with the
  covenants, agreements and conditions required by this Agreement
  to be performed, satisfied or complied with by the Company at or
  prior to the Closing Date.  The Buyer shall have received a
  certificate or certificates, executed by the chief executive
  officer of the Company, dated as of the Closing Date, to the
  foregoing effect and as to such other matters as may be
  reasonably requested by the Buyer including, but not limited to
  certificates with respect to the Company’s Certificate of
  Incorporation, By-laws and Board of Directors’ resolutions
  relating to the transactions contemplated hereby. 

e. No litigation, statute, rule, regulation, executive order,
  decree, ruling or injunction shall have been enacted, entered,
  promulgated or endorsed by or in any court or governmental
  authority of competent jurisdiction or any self-regulatory
  organization having authority over the matters contemplated
  hereby which prohibits the consummation of any of the
  transactions contemplated by this Agreement.

17



 
f. No event shall have occurred which could
  reasonably be expected to have a Material Adverse Effect on the
  Company including but not limited to a change in the 1934 Act
  reporting status of the Company or the failure of the Company to
  be timely in its 1934 Act reporting obligations.

g. The Conversion Shares shall have been authorized for quotation on
  the OTCBB and trading in the Common Stock on the OTCBB shall not
  have been suspended by the SEC or the OTCBB.

h. The Buyer shall have received an officer’s certificate
  described in Section 3(c) above, dated as of the Closing Date. 

8. Governing Law; Miscellaneous.

a. Governing Law.
  This Agreement shall be governed by and construed in accordance
  with the laws of the State of New York without regard to
  principles of conflicts of laws.  Any action brought by either
  party against the other concerning the transactions contemplated
  by this Agreement shall be brought only in the state courts of
  New York or in the federal courts located in the state and county
  of Nassau.  The parties to this Agreement hereby irrevocably
  waive any objection to jurisdiction and venue of any action
  instituted hereunder and shall not assert any defense based on
  lack of jurisdiction or venue or based upon forum
    non conveniens.  The Company and
  Buyer waive trial by jury.  The prevailing party shall be
  entitled to recover from the other party its reasonable
  attorney's fees and costs.  In the event that any provision of
  this Agreement or any other agreement delivered in connection
  herewith is invalid or unenforceable under any applicable statute
  or rule of law, then such provision shall be deemed inoperative
  to the extent that it may conflict therewith and shall be deemed
  modified to conform with such statute or rule of law.  Any such
  provision which may prove invalid or unenforceable under any law
  shall not affect the validity or enforceability of any other
  provision of any agreement.   Each party hereby irrevocably
  waives personal service of process and consents to process being
  served in any suit, action or proceeding in connection with this
  Agreement or any other Transaction Document by mailing a copy
  thereof via registered or certified mail or overnight delivery
  (with evidence of delivery) to such party at the address in
  effect for notices to it under this Agreement and agrees that
  such service shall constitute good and sufficient service of
  process and notice thereof.  Nothing contained herein shall be
  deemed to limit in any way any right to serve process in any
  other manner permitted by law.

b. Counterparts.
  This Agreement may be executed in one or more counterparts, each
  of which shall be deemed an original but all of which shall
  constitute one and the same agreement and shall become effective
  when counterparts have been signed by each party and delivered to
  the other party.

18



 
c. Headings.
  The headings of this Agreement are for convenience of reference
  only and shall not form part of, or affect the interpretation of,
  this Agreement.

d. Severability.
  In the event that any provision of this Agreement is invalid or
  unenforceable under any applicable statute or rule of law, then
  such provision shall be deemed inoperative to the extent that it
  may conflict therewith and shall be deemed modified to conform
  with such statute or rule of law.  Any provision hereof which may
  prove invalid or unenforceable under any law shall not affect the
  validity or enforceability of any other provision hereof.

e. Entire Agreement; Amendments.
  This Agreement and the instruments referenced herein contain the
  entire understanding of the parties with respect to the matters
  covered herein and therein and, except as specifically set forth
  herein or therein, neither the Company nor the Buyer makes any
  representation, warranty, covenant or undertaking with respect to
  such matters.  No provision of this Agreement may be waived or
  amended other than by an instrument in writing signed by the
  majority in interest of the Buyer.

f. Notices.
  All notices, demands, requests,
  consents, approvals, and other communications required or
  permitted hereunder shall be in writing and, unless otherwise
  specified herein, shall be (i) personally served, (ii) deposited
  in the mail, registered or certified, return receipt requested,
  postage prepaid, (iii) delivered by reputable air courier service
  with charges prepaid, or (iv) transmitted by hand delivery,
  telegram, or facsimile, addressed as set forth below or to such
  other address as such party shall have specified most recently by
  written notice.  Any notice or other communication required or
  permitted to be given hereunder shall be deemed effective (a)
  upon hand delivery or delivery by facsimile, with accurate
  confirmation generated by the transmitting facsimile machine, at
  the address or number designated below (if delivered on a
  business day during normal business hours where such notice is to
  be received), or the first business day following such delivery
  (if delivered other than on a business day during normal business
  hours where such notice is to be received) or (b) on the second
  business day following the date of mailing by express courier
  service, fully prepaid, addressed to such address, or upon actual
  receipt of such mailing, whichever shall first occur.  The
  addresses for such communications shall be:

            If to
the Company, to:

                HOMELAND RESOURCES LTD.

                9120 Double Diamond Parkway H269

                Reno, NV 89521

                Attn: THOMAS CAMPBELL, President

                facsimile: [enter fax number]

            With
a copy by fax only to (which copy shall not constitute notice):

                Northwest Law Group

19



 
                 Attn: Stephen O’Neill

                595 Howe Street, Suite 704

                Vancouver, BC  V6C 2T5

                facsimile: (604) 687-6560

                e-mail:  son@stockslaw.com


            If to the Buyer:

                  KBM
WORLDWIDE, INC.

                80
Cuttermill Road – Suite 410

                Great
Neck, NY   11021

                Attn:
Seth Kramer, Presiden

                e-mail: info@kwbmlaw.com

            With
a copy by fax only to (which copy shall not constitute notice):

                Naidich
Wurman Birnbaum & Maday LLP

                Att: Judah A. Eisner,
Esq

                Attn: Bernard S. Feldman,
Esq.

                facsimile: 516-466-3555

                e-mail: dyork@nwbmlaw.com

            Each party
shall provide notice to the other party of any change in address.

g. Successors and Assigns.
  This Agreement shall be binding upon and inure to the benefit of
  the parties and their successors and assigns.  Neither the
  Company nor the Buyer shall assign this Agreement or any rights
  or obligations hereunder without the prior written consent of the
  other.  Notwithstanding the foregoing, subject to Section 2(f),
  the Buyer may assign its rights hereunder to any person that
  purchases Securities in a private transaction from the Buyer or
  to any of its “affiliates,” as that term is defined
  under the 1934 Act, without the consent of the Company.

h. Third Party Beneficiaries.
  This Agreement is intended for the benefit of the parties hereto
  and their respective permitted successors and assigns, and is not
  for the benefit of, nor may any provision hereof be enforced by,
  any other person.

 i. Survival.
  The representations and warranties of the Company and the
  agreements and covenants set forth in this Agreement shall
  survive the closing hereunder notwithstanding any due diligence
  investigation conducted by or on behalf of the Buyer.  The
  Company agrees to indemnify and hold harmless the Buyer and all
  their officers, directors, employees and agents for loss or
  damage arising as a result of or related to any breach or alleged
  breach by the Company of any of its representations, warranties
  and covenants set forth in this Agreement or any of its covenants
  and obligations under this Agreement, including advancement of
  expenses as they are incurred.

20



 
j. Publicity.
  The Company, and the Buyer shall have the right to review a
  reasonable period of time before issuance of any press releases,
  SEC, OTCBB or FINRA filings, or any other public statements with
  respect to the transactions contemplated hereby; provided,
  however,
  that the Company shall be entitled, without the prior approval of
  the Buyer, to make any press release or SEC, OTCBB (or other
  applicable trading market) or FINRA filings with respect to such
  transactions as is required by applicable law and regulations
  (although the Buyer shall be consulted by the Company in
  connection with any such press release prior to its release and
  shall be provided with a copy thereof and be given an opportunity
  to comment thereon).

k. Further Assurances.
  Each party shall do and perform, or cause to be done and
  performed, all such further acts and things, and shall execute
  and deliver all such other agreements, certificates, instruments
  and documents, as the other party may reasonably request in order
  to carry out the intent and accomplish the purposes of this
  Agreement and the consummation of the transactions contemplated
  hereby.

l. No Strict Construction.
  The language used in this Agreement will be deemed to be the
  language chosen by the parties to express their mutual intent,
  and no rules of strict construction will be applied against any
  party.

m. Remedies.
  The Company acknowledges that a breach by it of its obligations
  hereunder will cause irreparable harm to the Buyer by vitiating
  the intent and purpose of the transaction contemplated hereby.
  Accordingly, the Company acknowledges that the remedy at law for
  a breach of its obligations under this Agreement will be
  inadequate and agrees, in the event of a breach or threatened
  breach by the Company of the provisions of this Agreement, that
  the Buyer shall be entitled, in addition to all other available
  remedies at law or in equity, and in addition to the penalties
  assessable herein, to an injunction or injunctions restraining,
  preventing or curing any breach of this Agreement and to enforce
  specifically the terms and provisions hereof, without the
  necessity of showing economic loss and without any bond or other
  security being required.

       IN
WITNESS WHEREOF, the undersigned Buyer and the Company have caused
this Agreement to be duly executed as of the date first above
written.


  HOMELAND RESOURCES LTD.


By:    /s/ Thomas
Campbell


         _______________________________

         THOMAS CAMPBELL

         President

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  KBM WORLDWIDE, INC.


By:  /s/ Seth
Kramer


         ________________________________


          Name: Seth Kramer

         Title:   President

         80 Cuttermill Road – Suite 410

         Great Neck, NY  11021


AGGREGATE SUBSCRIPTION AMOUNT:


Aggregate Principal Amount of Note:                                                      $88,500.00


Aggregate Purchase Price:                                                                         $88,500.00


Tranche #1       K- 1296 (HMLA)

September 8, 201
ryan@circadian-group.com
tcampbellhomeland@icloud.com
ginocardinal@yahoo.ca

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