ex102.htm


    MINERAL
PROPERTY OPTION AGREEMENT

    


    This
Agreement dated for reference the 11th day of
June, 2008

    


    Between:

    KEYSER RESOURCES
INC.

    61 Sherwood Circle NW

    Calgary, Alberta

    T3R 1R3

    (“Keyser”)

    


    And:

    BEARCLAW CAPITAL
CORP.

    1155 boulevard René Lévesque
ouest

    Bureau 2500

    Montréal, Québec

    H3B 2K4

    (“Bearclaw”)

    


    Keyser
and Bearclaw have agreed to enter into an agreement (“Agreement”) whereby Keyser
would acquire the right to option and explore the Rey Lake Property
(“Property”), which upon signing of this agreement is intended to be a binding
agreement on the parties hereto.

    


    Bearclaw
warrants that it owns the Property (MTO Tenure Number 510210) 100% and that the
Property is in good standing with the BC Ministry of Energy, Mines and Petroleum
Resources until June 9, 2016 and that the Property is free of any liens or
encumbrances.

    


    Keyser
wishes to enter into an agreement whereby Keyser or designated trustee may
acquire a 90% interest in Bearclaw’s wholly-owned Property on the following
terms:

    


    
      	
              1.  

            	
              Keyser
      may acquire a 90% interest in the Property by making exploration
      expenditures totalling $ 150,000 and paying $ 12,500 cash to Bearclaw by
      September 30, 2010 as follows:

            


    

    


    Expenditures

    


    The $
150,000 in optional exploration expenditures will be staged as
follows:

    


    
      	
              ·  

            	
              $
      5,000 by December 31, 2008

            


    

    
      	
              ·  

            	
              A
      further $ 25,000 by September 30, 2009;
and

            


    

    
      	
              ·  

            	
              A
      further $ 120,000 (cumulative $ 150,000) by September 30,
    2010

            


    

    
      	
              ·  

            	
              All
      exploration work is to be filed as assessment work to the maximum amount
      permissible, with any excess being credited to Bearclaw’s PAC
      account

            


    

    


    Cash

    


    The $ 12,500 in cash payments will
staged as follows:

    


    
      	
              ·  

            	
              $
      5,000 upon signing

            


    

    
      	
              ·  

            	
              A
      further $ 7,500 by September 30,
2009

            


    

     

     

    
 

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    


    
      	
              2.  

            	
              Upon
      fulfilling the above obligations, Keyser will have earned a 90% interest
      in the Property.  Bearclaw’s 10% interest is a fully carried
      interest through to production.

            


    

    


    
      	
              3.  

            	
              If
      Keyser does not complete its earn-in and does not vest a 90% interest, all
      technical data in whatever format will be forwarded to Bearclaw within 30
      days of the notification of
withdrawal.

            


    

    


    
      	
              4.  

            	
              Keyser
      agrees to provide prompt notice of any results from exploration on the
      property and further Bearclaw shall have the right at any time upon
      reasonable notice to inspect the property and all technical
      data.

            


    

    


    
      	
              5.  

            	
              Keyser
      will be the operator during the earn-in period, and subsequently while its
      interest is 90%. Keyser may charge a management fee of 10% of exploration
      expenditures, except in the case of contracts greater than $50,000, where
      the fee will be 5%.

            


    

    


    
      	
              6.  

            	
              Keyser
      agrees to indemnify Bearclaw for any and all liability that Bearclaw might
      suffer as a result of any activities carried out by Keyser on or with
      respect to the Property.

            


    

    


    
      	
              7.  

            	
              Either
      party may freely sell, assign or option its interest to a third party
      provided that it first gives notice to the other party, who then has 30
      days to match the third party offer. Keyser shall not have the right to
      assign its interest until it shall have earned its 90% interest. If a sale
      of assignment to a third party occurs, the assignee must covenant in
      writing and give to each party its undertaking to be bound by all terms of
      the Agreement and to honur any outstanding obligations related to
      operations on the Property. If the proposal to dispose of the interest
      involves non-cash consideration the party proposing to dispose of its
      interest must provide to the other party the best estimate of the cash
      value of such non-cash
consideration.

            


    

    


    
      	
              8.  

            	
              No
      party shall issue any public new release(s) concerning this Agreement or
      exploration work or results without first providing the other party with a
      draft of the proposed news release and a reasonable opportunity to comment
      on the contents of the news release. If no comments are received within 24
      hours of notice to the other party, then the proposed news release may be
      issued without further delay.

            


    

    


    
      	
              9.  

            	
              Bearclaw
      will transfer title to the Property to Keyser within 30 days of the
      signing of this Agreement. Keyser agrees to re-transfer title to Bearclaw
      in the event that Keyser withdraws before earning any interest in the
      Property. For the purposed of this transfer, Bearclaw shall be appointed
      as the agent. Keyser shall maintain the Property in good standing. In the
      event of Keyser withdrawing, it will return the Property to Bearclaw in
      good standing for a minimum of two years from the date of notification of
      withdrawal.

            


    

    


    
      	
              10.  

            	
              In
      the event of a default by Keyser under the provisions of this agreement
      Bearclaw must give written notice of such default and Keyser shall have 30
      days to rectify such default.  Keyser shall have the right to
      contest in good faith any liens which may be filed against the Property as
      a result of the activities of
Keyser.

            


    

     

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    
 

    
      	
              11.  

            	
              Keyser
      shall keep the Property free and clear of all liens, charges and
      encumbrances of any nature or kind and Keyser will not have the right to
      charge the Property in any manner without the written consent of
      Bearclaw.

            


    

    


    
      	
              12.  

            	
              The
      parties agree that at the request of either party a memorandum reflecting
      the terms of this Agreement may be registered against title to the
      Property.

            


    

    


    
      	
              13.  

            	
              The
      parties agree to keep all results and other data and information resulting
      from Keyser’s activities on the Property confidential except where such
      information is required to be disclosed by operation of securities laws
      and by assessment filing.

            


    

    


    
      	
              14.  

            	
              The
      parties agree to do all that is necessary in order to carry out the spirit
      and intent of this agreement and to execute any and all such documentation
      as may be required.

            


    

    


    
      	
              15.  

            	
              Any
      mineral title acquired within 1 kilometre of the Property be either Keyser
      or Bearclaw during the term of this Agreement shall be included in the
      agreement.

            


    

    


    
      	
              16.  

            	
              The
      laws and courts of British Columbia will apply to the terms of this
      Agreement.

            


    

    


    


    Agreed on
behalf of Bearclaw Capital Corp

    


    


    


    /s/ Jock
Ross                                                                      

    


    


    


    


    


    


    Agreed on
behalf of Keyser Resources Inc

    


    


    


    


    


    /s/ Maurice
Bidaux                                                                      

    


    


    


    
3