Filed by sedaredgar.com - Candev Resource Exploration, Inc. - Exhibit 10.4






Letter of Intent 

February 24, 2009 

Gentlemen:

This letter confirms our agreement on the principal terms and
conditions pursuant to which Candev Resource Exploration, Inc. (“Candev”) will
receive from Yale Resources Ltd. (“Yale”) a 50% interest and an option to earn a
further 30% interest in the Dos Naciones property located in Sonora State,
Mexico, more particularly described in Schedule “B” attached hereto (the
“Property”). Each party understands and agrees that preparation and execution of
a definitive agreement is required, containing the terms set forth in Schedule
"A" and such additional terms as Yale and Candev might agree following good
faith negotiation. This Letter of Intent is intended to be non-binding with
respect to the matters discussed in Schedule "A", except for Sections 2, 5, and
6, which are intended to be binding. This Letter of Intent may be executed in
one or more counterparts, each of which shall be deemed an original for all
purposes. 

	 	YALE RESOURCES LTD. 
	 	  
	 	By: /s/ Ian Foreman                        
	 	Name: Ian Foreman 
	 	Title: President 
	 	  
	 	  
	 	  
	 	CANDEV RESOURCE EXPLORATION, INC. 
	 	  
	 	By: /s/ Mark McLeary                     
	 	Name: Mark McLeary 
	 	Title: President 


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Schedule "A" 

Yale Resources Ltd. / Candev Resource Exploration, Inc. 

LETTER OF INTENT - TERM SHEET 

February 24, 2009 

This term sheet sets forth the proposed terms and structure of
a potential transaction (the “Transaction”) pursuant to which Yale proposes sell
to Candev a 50% interest in, and grant an option to acquire an additional 30%
interest in, the Property – for a total of 80%. The Letter of Intent is for
discussion purposes only and does not constitute a binding agreement or
commitment of any nature whatsoever between the parties, with the exception of
Sections 2, 5, and 6, which the parties intend to be binding. The Transaction
will be subject in all respects to a fully negotiated and executed definitive
agreement between the parties which will contain terms and representations
customary for agreements governing the sale of a mineral property interest (the
"Definitive Agreement"). 

	1. 	Sale and Option Agreement 	
      THE PARTIES AGREE to negotiate in good faith a Definitive
      Agreement to include the following terms and conditions: 

	 	 	 
			
    (a) 
	
      Yale agrees to sell to Candev or its designated nominee a
      50% undivided interest in the Property, in consideration of which Candev
      will make the following payments to Yale: 

	  	  	
     
	
     
	
   

	  	  	
     
	
    (i)
	
  pay CDN$ 50,000 to Yale on the Closing Date. 

	  	  	
     
	
     
	
   

			
    (b) 
	
      Yale agrees to grant to Candev an option (the “Option”)
      to acquire a further 30% interest in the Property. To exercise the Option,
      Candev shall issue securities of Candev and fund exploration, development
      and other expenditures (the “Expenditures”) on the Property in the
      following manner: 

	  	  	
     
	
     
	
   

				
    (i) 
	
      on or before the date which is one (1) year after the
      Closing Date, Candev will issue 200,000 shares of common stock of Candev
      to Yale and fund Expenditures aggregating CDN$200,000 on the Property;
    

	  	  	
     
	
     
	
   

				
    (ii) 
	
      on or before the date which is two (2) years after the
      Closing Date, Candev will issue an additional 250,000 shares of common
      stock of Candev to Yale and fund additional Expenditures aggregating
      CDN$250,000 on the Property; and 

	  	  	
     
	
     
	
   

				
    (iii) 
	
      on or before the date which is three (3) years after the
      Closing Date, Candev will issue an additional 350,000 shares of common
      stock of Candev to Yale and fund additional Expenditures aggregating
      CDN$350,000 on the Property. 

	  	  	
     
	
     
	
   

			
    (c) 
	
      If Candev terminates the agreement at any time prior to
      the exercise of the Option, then Yale will have the right to purchase all
      of Candev’s interest in the Property for CDN$25,000;




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      (d) 
	
      Upon exercise of the Option, Yale and Candev will be
      deemed to have formed a joint venture (the “Joint Venture”) for the
      purpose of carrying out all such acts which are necessary or appropriate,
      directly or indirectly, to: 

	  	  	
       
	
       
	
       

	  	  	
       
	
      (i)
    
	
      hold the Property and the other assets of the Joint
      Venture, 

	  	  	
       
	
       
	
       

				
      (ii) 
	
      explore the Property for minerals and, if feasible,
      develop a mine thereon, 

	  	  	
       
	
       
	
       

				
      (iii) 
	
      so long as it is technically, economically and legally
      feasible, operate such mine and exploit any minerals extracted from the
      Property, and 

	  	  	
       
	
       
	
       

				
      (iv) 
	
      carry out any other activity in connection with or
      incidental to any of the foregoing; 

	  	  	
       
	
       
	
       

			
      (e) 
	
      Upon exercise of the Option, Yale and Candev will enter
      into a joint venture agreement (the “Joint Venture Agreement”), and each
      of them will negotiate in good faith and use commercially reasonable
      efforts to finalize, execute and deliver a formal agreement containing
      such terms and any other terms and conditions as would be customary for a
      comparable jointly owned project, including the terms set out in Section
      1(d) hereto; and 

	  	  	
       
	
       
	
       

			
      (f) 
	
      Candev’s initial participating interest under the Joint
      Venture Agreement will be eighty percent (80%) and Yale’s initial
      participating interest under the Joint Venture Agreement will be twenty
      (20%). 

	  	  	
       
	
       
	
       

	2. 	Due Diligence Investigation 	
      Yale agrees to make available and grant access to Candev
      and their representatives, any corporate, financial, geological or
      information as is reasonably necessary to conduct a due diligence review
      of the Property. Yale shall take reasonable good faith efforts promptly to
      provide Candev or its representatives such documents as may reasonably be
      requested in writing. Yale will grant to Candev and its consultants the
      right of entry to the Property for the purpose of carrying out its due
      diligence review of the Property and to perform such investigations,
      surveys and tests as Candev deems desirable. 

	  	  	
       
	
       
	
       

	3. 	Closing Conditions 	
      Closing of the transactions contemplated herein (the
      "Closing") will occur on or before May 31, 2009 or on such other date as
      the parties may agree (the “Closing Date”), to be held at the City of
      Vancouver, Canada, at such place and time as the parties may agree.
  

	  	  	
       
	
       
	
       

	  	  	
      Conditions to Closing shall include, without limitation:
      

	  	  	
       
	
       
	
       

			
      (i) 
	
      approval of this transaction by the boards of directors
      of both parties, and any other necessary parties; 



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      (ii) 
	
      receipt of any necessary regulatory approvals; 

	  	
       
	
       
	
       

			
      (iii) 
	
      Yale completing a technical report on the Property that
      complies with the requirements of National Instrument 43-101 -
      Standards of Disclosure for Mineral Projects (the “43-101
      Report”); 

	  	
       
	
       
	
       

			
      (iv) 
	
      Candev completing a due diligence review of the Property
      and Candev being satisfied, in its sole and absolute discretion, with the
      results of such a review and verification; 

	  	
       
	
       
	
       

			
      The parties will use their reasonable efforts to complete
      the Definitive Agreement within ninety (90) days after the date of
      execution of this Letter of Intent and agree to extend the closing date
      for an additional thirty (30) days if there is a delay in obtaining any
      required regulatory consents. In the event that the Transaction does not
      close on or before the Closing Date, this Letter Agreement shall be null
      and void and of no further force or effect, and Yale will refund the
      Deposit forthwith. 

	  	
       
	
       
	
       

	4. 	
      Disclosure 
	
      The parties are permitted to make any public announcement
      regarding this Letter of Intent or any transaction contemplated hereby as
      required by applicable securities law. Yale acknowledges that Candev is a
      public company and has an obligation to disclose all material information
      about its affairs. Yale agrees that they will not trade in the securities
      of Candev while in possession of, nor will they inform others of (except
      on a need to know basis), any non-disclosed material information about
      Candev. 

	  	
       
	
       
	
       

	5. 	
      No-Shop and Exclusive Provisions 
	
      Until ninety (90) days after the date of this Letter of
      Intent and in consideration for Candev’s commitment of time and resources
      to perform due diligence, Yale will not, directly or indirectly, through
      any officer, director, employee, affiliate or agent or otherwise, take any
      action to solicit, initiate, seek, encourage or support any inquiry,
      proposal or offer from, furnish any information to, or participate in any
      negotiations with, any third party regarding the sale of the Property, or
      any plans to develop the Property. Yale agrees that any such negotiations
      (other than negotiations with Candev) in progress as of the date of this
      letter will be suspended during such period, and that Yale will not accept
      or enter into any agreement, arrangement or understanding for sale of the
      Property or for the development of the Property during such period.
  

	  	
       
	
       
	
       

			
      If Yale or any of its officers, directors, employees,
      affiliates or agents receives any proposal for, or inquiry respecting, any
      third party acquisition of or development for the Property, Yale will
      promptly notify Candev, describing in detail the identity of the person
      making such proposal or inquiry and the terms and conditions of such
      proposal or inquiry. 

	  	
       
	
       
	
       

	6. 	
      (a) Expenses 
	
      Unless otherwise stated herein, Yale and Candev shall
      each be liable for their own costs, including legal, accounting, and other
      such costs, incurred by each of them in the negotiation and closing of
      this transaction. Candev shall be responsible for all costs relating to
      its due diligence review of the Property. Yale shall be responsible for
      the costs incurred to complete the 43 - 101 Report.




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      (b) Break-up Fee 
	
      If within ninety (90) days from the date of this Letter
      of Intent or anytime prior to the Closing of the Definitive Agreement,
      Yale decides to terminate this Letter of Intent, Yale will reimburse to
      Candev all the expenses that have been incurred including: legal fees, due
      diligence expenses, taxes and disbursements incurred by Candev in relation
      to the review of the Property and drafting of the Definitive Agreement,
      provided that such reimbursement costs will not exceed a maximum of
      $50,000. 



This Letter of Intent represents only the current thinking of
the parties with respect to certain of the major issues relating to the proposed
transaction. Therefore, it is understood and acknowledged that except as to
Sections 2, 5 and 6 of this Letter of Intent is not intended and will not be
deemed to be a legally binding agreement among the parties for any purposes. All
rights and obligations of the parties will be subject to negotiation and
execution of a definitive agreement among the parties and completion of the due
diligence and other matters set forth above. 

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Schedule “B”- Legal Description of the Property 

Dos Naciones Concession (Title No. 230649) 


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