Exhibit 10.6







 





Call
Option Agreement (Shares)


 


 


 


 


 


Black
Range Minerals Limited


ACN
009 079 047



and


 


 


George
Edwin Lee Glasier


 


 


and


 


 


Kathleen
A Glasier


 


 


and


 


 


Mineral
Ablation Inc.





ID No.20121288848


 


 


 


 





 


	Date:
                                         3
                                         July 2012
	Middletons
	 	Perth office

                                                                            Ref: 10051984



   


 


 


 


 


 


 


 


 


 




     


     


    

 


Table
of Contents


 


	1.	Definitions
    and interpretation	1
	1.1	Definitions	1
	1.2	Interpretation	3
	2.	Call
    option	4
	2.1	Grant
    of Option	4
	2.2	Option
    Fee	4
	3.	Lapsing
    of Option	4
	4.	Exercising
    the Option	4
	4.1	Exercise
    of Options	4
	4.2	No
    partial exercise	4
	4.3	Exercise
    Notice	5
	4.4	Completion
    Date	5
	4.5	Exercise
    Notice is irrevocable	5
	5.	Completion	5
	5.1	Share
    transfer	5
	5.2	Further
    Assurance	6
	6.	Deferred
    Consideration	6
	6.1	Deferred
    Consideration	6
	7.	Conduct
    pending Completion	7
	7.1	Conduct
    of Company	7
	7.2	Assistance
    and access for Optionholder	8
	8.	Warranties	8
	8.1	General
    warranties	8
	8.2	Shareholder
    warranties	9
	8.3	Reliance	9
	8.4	Indemnity	10
	9.	General	10
	9.1	Nature
    of obligations	10
	9.2	Time
    of the essence	10
	9.3	Entire
    understanding	10
	9.4	No
    adverse construction	10
	9.5	Further
    assurances	10
	9.6	No
    waiver	10
	9.7	Severability	11
	9.8	Successors
    and assigns	11
	9.9	No
    assignment	11
	9.10	Consents
    and approvals	11
	9.11	No
    variation	11
	9.12	Costs	11
	9.13	Duty	11
	9.14	Governing
    law and jurisdiction	11
	9.15	Notices	12
	9.16	Counterparts	13
	9.17	Conflicting
    provisions	13
	9.18	No
    merger	13
	9.19	Operation
    of indemnities	13
	9.20	No
    right of set-off	13
	9.21	Relationship
    of parties	13


  






     


     


    

 


Call
Option Agreement (Shares)


 


Date
3 July 2012


 


Parties


 


	1.	George
    Edwin Lee Glasier and Kathleen A Glasier (or nominee) of 31161 90 Road, Nucla, CO 81424-0825,
    United States of America (Shareholder)




 


		2.	Black
Range Minerals Limited ACN 009 079 047 (or Nominee), a company incorporated in Australia and having its registered offices
at Suite 9, 5 Centro Avenue, Subiaco Western Australia (Optionholder)



 


		3.	Mineral
Ablation Inc. (ID No. 20121288848), a company incorporated within the state of Colorado, United States and having its registered
offices at 31161 90 Road, Nucla, CO 81424-0825 (Company)



 


Background


 


		A.	The
                                         Shareholder holds the Option Shares.



 


		B.	At
                                                                                                                                                                                                                                                                                        the Optionholder's request, the Shareholder has agreed to grant to the Optionholder an option to buy the Option Shares on
                                                                                                                                                                                                                                                                                        the terms and conditions of this Agreement.



 


Agreed
terms


 


	1.	Definitions and
    interpretation 




 


	1.1	Definitions




 


In
this Agreement:


 


Agreement
means this Agreement including the background, any schedules and any annexures;


 


BLR
Shares means fully paid ordinary shares in the capital of the Optionholder;


 


Business
Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in Perth, Western Australia, Australia or Denver,
Colorado, United States of America;


 


Commercial
Application means the first commercial application of ablation on uranium
bearing ore which is not for the purpose of testing, pilot scale work or commissioning,
and where the Optionholder (or its nominee) derives income for the use of ablation.


 


Completion
means the completion of the transfer of the Option Shares by the
Shareholder to the Optionholder under clause 5;


 


Completion
Date has the meaning set out in clause 4.4;


 


Corporations
Act means the Corporations Act 2001 (Cth);


 


Deferred
Payment means the First Deferred Payment, Second Deferred Payment and
Third Deferred Payment;


 




    	 	1	 



     


    

 


Encumbrance
means:


 


	(a)	any:




 


		(i)	legal
                                         or equitable interest or power created, arising in or reserved in or
                                         over an interest in any property or asset; or



 


		(ii)	security
                                         for payment of money, performance of obligations or protection
                                         against default (including a mortgage, bill of
                                         sale, charge, lien, pledge,
                                         trust, power or retention of title arrangement,
                                         right of set-off, assignment of
                                         income, garnishee order, monetary claim and flawed
                                         deposit
                                         arrangement);



 


		(b)	any
                                         thing or preferential interest or arrangement of any kind giving a person
                                         priority or preference over claims or other persons
                                         with respect to any property or
                                         asset; or



 


		(c)	any
                                         agreement or arrangement (whether legally binding or not) to grant or create
                                         anything referred to in (a) or (b);



 


Exercise
Date means the date of exercise of the Option by the Optionholder in relation
to the Option Shares;


 


Exercise
Notice has the meaning set out in clause 4.3;


 


Expiry
Date means 31 December 2012;


 


First
Deferred Payment means the amount of $250,000 payable by the issue of BLR
Shares in accordance with clause 6.1(a)(i);


 


Government
Agency means any government or any public, statutory, governmental
(including a local government), semi-governmental, local governmental or judicial body,
entity, department or authority and includes any self-regulatory organisation established
under statute;


 


Binding
Heads of Agreement means an agreement between the Optionholder or the
Company (if acquired by the Optionholder by exercising the Option) and Ablation
Technologies LLC outlining the terms of the Proposed Joint Venture Agreement;


 


Immediately
Available Funds means:


 


	(a)	bank cheque; or




 


	(b)	telegraphic or other electronic
means of transfer of cleared funds;




 


JV
Letter Agreement means the letter of agreement dated 14 March 2012 between
Ablation Technologies LLC and American Strategic Minerals Corporation (whose rights
have been assigned to the Company pursuant to a deed of assignment and assumption
of agreement between American Strategic Minerals Corporation and the Company dated
11 June 2012;


 






    	 	2	 



     


    

 


Liabilities
includes all liabilities, losses, damages, costs, interest, fees, penalties, fines,
assessments, forfeiture and expenses of whatever description (whether actual, contingent
or prospective);


 


Option
means the option to buy the Option Shares granted by the Shareholder in favour
of the Optionholder under this Agreement;


 


Option
Fee means the amount of US$5,000 payable in accordance with clause 2.2;


 


Option
Period means the period commencing on the date of execution of this
Agreement and ending at 5.00 pm (Australian Western standard time) on the Expiry
Date;


 


Option
Shares means the 20,000 fully paid ordinary shares in the capital of the
Company held by the Shareholder;


 


Proposed
Joint Venture Agreement means a new joint venture agreement (to replace
the JV Letter Agreement) between the Optionholder or the Company (if acquired by the
Optionholder by exercising the Option) and Ablation Technologies LLC concerning
Ablation Technologies LLC's intellectual property rights;


 


Second
Deferred Payment means the amount of $250,000 payable by the issue of BLR
Shares in accordance with clause 6.1(a)(i);


 


Third
Deferred Payment means the amount of $500,000 payable either in Immediately
Available Funds or the issue of BLR Shares in accordance with clause 6.1 (a)(iii); and


 


Specified
Share Price means the amount of $0.02.


 


	1.2	Interpretation




 


In
this Agreement, unless the context requires otherwise:


 


		(a)	the
                                         singular includes the plural and vice versa;



 


		(b)	a
                                         gender includes the other genders;



 


		(c)	the
                                         headings are used for convenience only and do not affect the interpretation of
                                         this Agreement;



 


		(d)	other
                                         grammatical forms of defined words or expressions have corresponding
                                         meanings;



 


		(e)	a
                                         reference to a document includes the document as modified from time to time
                                         and any document replacing it;



 


		(f)	if
                                         something is to be or may be done on a day that is not a Business Day then it
                                         must be done on the next Business Day;



 


		(g)	the
                                         word "person" or any reference to a person includes a natural person and the
                                         personal representatives of that person, partnership,
                                         body corporate, association,
                                         governmental or local authority, agency and any
                                         body or entity whether
                                         incorporated or not;



 


		(h)	the
                                         word "month" means calendar month and the word "year" means 12 months;



 


		(i)	the
                                         words "in writing" include any communication sent by letter, facsimile
                                         transmission or email or any other form of communication
                                         capable of being read
                                         by the recipient;




 






    	 	3	 



     


    

 


	 	(j)	a reference to a thing includes
a part of that thing;




 


	 	(k)	a reference to all or any part
of a statute, rule, regulation or ordinance (statute)
includes that statute as amended, consolidated, re-enacted or replaced from time
to time;




 


	 	(l)	wherever "include",
"for example" or any form of those words or similar
expressions is used, it must be construed as if it were followed by "(without being
limited to)";




 


	 	(m)	money amounts are stated in
Australian currency unless otherwise specified; and




 


	 	(n)	a reference to any agency or
body, if that agency or body ceases to exist or is
reconstituted, renamed or replaced or has its powers or functions removed (defunct
body), means the agency or body which performs most closely the functions of
the defunct body.




 


	2.	Call
    option




 


	2.1	Grant of Option




 


In
consideration of the Shareholder receiving the Option Fee, the Shareholder grants and
the Optionholder accepts the option to buy the Option Shares, subject to the terms and
conditions of this Agreement.


 


	2.2	Option Fee




 


The
Option Fee shall be payable by the Optionholder upon execution of this Agreement


 


	3.	Lapsing
    of Option




 


The
Option lapses and expires in relation to the Option Shares at the end of the Option
Period.


 


	4.	Exercising
    the Option




 


	4.1	Exercise of Options




 


The
Optionholder may exercise the Option in relation to all the Option Shares at any time
during the Option Period subject to this clause 4.


 


	4.2	No partial exercise




 


The
Optionholder must not exercise the Option for part only of the Option Shares.


 






    	 	4	 



     


    

 


	4.3	Exercise Notice




 


In
consideration of the Deferred Consideration, the Optionholder may exercise the
Option by delivering to the Shareholder a notice (Exercise Notice) specifying:


 


	 	(a)	that the Option is being exercised
over the Option Shares;




 


		(b)	the
                                         proposed date for completion of the transfer of the Option Shares by the
                                         Shareholder to the Optionholder; and




 


	 	(c)	any nominee of the Optionholder
as transferee of the Option Shares.




 


	4.4	Completion
    Date




 


The
date specified for the completion of the transfer of the Option Shares by the


 


Shareholder
to the Optionholder in the Exercise Notice under clause 4.3(b) (Completion
Date) must not be later than:


 


	 	(a)	the date being 5 Business Days
after delivery of the Exercise Notice; and




 


	 	(b)	the Expiry Date.




 


	4.5	Exercise
    Notice is irrevocable




 


An
Exercise Notice is effective when the Shareholder receives it and when given, is irrevocable.


 


	5.	Completion




 


	5.1	Share
    transfer




 


The
Shareholder must on the Completion Date:


 


	 	(a)	deliver to the Optionholder:




 


		(i)	transfers
                                         in registrable form of the Option Shares in favour of the
                                         Optionholder or its nominee, properly executed
                                         by the Shareholder;



 


		(ii)	any
                                         share certificates for the Option Shares;



 


		(iii)	signed
                                         resignations of each of the then current directors of the Company
                                         effective from immediately after Completion confirming
                                         that each such
                                         director has no claim against the Company; and



 


		(iv)	the
                                         constitution, certificate of incorporation or registration (including any
                                         certificate of incorporation or registration on
                                         change of name), common
                                         seal (if any), all statutory registers, minute
                                         books and other records of
                                         directors' and shareholders' meetings of the Company
                                         in proper order and
                                         condition, fully entered up to the Completion Date
                                         and otherwise complying
                                         with all requirements under the applicable law.



 






    	 	5	 



     


    

 


	 	(b)	Procure that a duly concerned
meeting of the board of the Company is held and




 


procure
at that meeting:


 


		(i)	the
                                         approval of the registration in the register of members of the Company
                                         of the transfer of the Option Shares to the Optionholder;



 


		(ii)	the
                                         revocation of any existing authorities to operate bank accounts and
                                         powers of attorney;



 


		(iii)	the
approval of the resignations of the then current directors of the
Company and the appointment of nominees of the Optionholder as directors;



 


	5.2	Further Assurance




 


		(a)	If
                                         any act, matter or thing which ought to have been done or document which
                                         ought to have been executed or delivered at Completion,
                                         is found not to have
                                         been done or executed and delivered each party
                                         must, upon request by the other
                                         party after Completion within 5 Business Days of
                                         such request do or cause to be
                                         done that act, matter or thing or execute and deliver
                                         or cause to be executed and
                                         delivered that document.



 


		(b)	If
                                         any act, matter or thing is required to be done or any document is required to be
                                         executed or provided to the Optionholder to more
                                         satisfactorily transfer
                                         possession or ownership of the Sale Shares to the
                                         Optionholder then the
                                         Shareholder must, upon request by the Optionholder
                                         after Completion, within 5
                                         Business Days of such request do or cause to be
                                         done that act, matter or thing or
                                         execute and deliver or cause to be executed and
                                         delivered that document.



 


		(c)	Any
                                         obligation of the Optionholder or the Shareholder under this clause 5 which is
                                         not wholly performed at or before Completion (notwithstanding
                                         non-performance)
                                         occurs.



 


	6.	Deferred Consideration
    




 


	6.1	Deferred Consideration




 


		(a)	Subject
                                         to the satisfaction of clause 5, the Optionholder must pay the Deferred
                                         Consideration to the Shareholder or its nominee
                                         as follows:



 


		(i)	the
                                         First Deferred Payment must be made within 90 days of execution of a
                                         Binding Heads of Agreement by issuing 12,500,000
                                         BLR Shares to the
                                         Shareholder or its nominee at the Specified Issue
                                         Price and delivering a
                                         holding statement to the Shareholder or its nominee
                                         in respect of such
                                         BLR Shares;



 


		(ii)	the
                                         Second Deferred Payment must be made within 90 days of execution
                                         of the Proposed Joint Venture Agreement by issuing
                                         12,500,000 BLR
                                         Shares to the Shareholder or its nominee at the
                                         Specified Issue Price and
                                         delivering a holding statement to the Shareholder
                                         or its nominee in respect
                                         of such BLR Shares; and



 


		(iii)	the
                                         Third Deferred Payment must be made within 60 days of Commercial
                                         Application by, at the sole discretion of the Optionholder,
                                         either:



 


		(A)	paying
                                         $500,000 in Immediately Available Funds; or



 


		(B)	issuing
                                         that number of BLR Shares as when divided by the volume
                                         weighted average price of BLR Shares for a period
                                         of 30
                                         consecutive days prior to Commercial Application
                                         will equal
                                         $500,000 and delivering a holding statement to
                                         the Shareholder or
                                         its nominee in respect of such BLR Shares.



 


		(b)	Any
                                         BLR Shares issued under this clause 6.1 shall rank pari passu to the existing
                                         BLR Shares and the Optionholder shall apply for
                                         quotation of such BLR Shares
                                         on the Australian Securities Exchange within 3
                                         Business Days of their allotment.




 






    	 	6	 



     


    

 


		(c)	The
                                         Optionholder must make an announcement to the ASX in compliance with
                                         section 708A(5)(e) of the Corporations Act within
                                         3 Business Days of allotment of
                                         any BLR Shares issued under this clause 6.



 


		(d)	Any
                                         BLR Shares issued under clause 6.1(a)(i) or 6.1(a)(ii) above will be subject to
                                         a voluntary escrow period of six months from the
                                         date of issue.



 


		(e)	The
                                         issue of BLR Shares under this clause 6 is subject to any shareholder
                                         approval that is required pursuant to the Listing
                                         Rules of the Australian Securities
                                         Exchange. If so required, the Optionholder will
                                         use all reasonable endeavours to
                                         obtain such approvals if the Optionholder does
                                         not obtain such approval within of
                                         6 months from the date the Shareholder was entitled
                                         to be issued shares under
                                         this clause 6, then the Optionholder will make
                                         payment in cash for the amounts
                                         set out in this clause.



 


	7.	Conduct pending
    Completion




 


	7.1	Conduct of Company




 


Except
as otherwise provided in this Agreement or with the consent of the Optionholder,
the Shareholder and the Company must ensure that from the date of execution of this
Agreement until the earlier of Completion and the Expiry Date, the Company:


 


		(a)	manages
                                         and conducts its affairs in the ordinary course of the business, in a
                                         manner comparable to that in which it was conducted
                                         for the 12 month period
                                         before the date of this Agreement and with all
                                         due care and in accordance with
                                         normal and prudent practice (having regard to the
                                         nature of the business and past
                                         practice and so as to comply with all applicable
                                         laws);



 


		(b)	uses
                                         its reasonable endeavours to maintain the value of the Company;



 


		(c)	does
                                         not, unless required or contemplated by this Agreement, or unless the
                                         Optionholder first consents in writing:



 


		(i)	enter
                                         into any material contract or commitment or terminate or alter any
                                         term of any such contract or commitment (including
                                         the JV Letter
                                         Agreement);



 


		(ii)	incur
                                         any Liabilities of $1,000 or more;



 


		(iii)	dispose
                                         of, agree to dispose of, Encumber or grant an option over any of
                                         the Company's assets or any interest in those assets;



 


		(iv)	engage
                                         any new employee, terminate the employment of any employee or
                                         alter the terms of employment (including the terms
                                         of superannuation or
                                         any other benefit) of any employee, or offer to
                                         do any of those things;



 


		(v)	borrow
                                         money, increase the amount of existing borrowings or draw on any
                                         credit lines;



 


		(vi)	issue,
                                         agree to issue or grant any option to issue any equity or loan
                                         securities or any security convertible into any
                                         such securities;



 


		(vii)	issue
any shares, or options to take up unissued shares, in the capital of
the Company;



 





		(viii)	declare
                                         or pay any dividend, effect a buy back of its shares or make any
                                         other distribution of its assets or profits; or


 





	 	(ix)	alter or agree to alter its
constituent documents.


 



    	 	7	 



     


    

  


	7.2	Assistance and access for
Optionholder




 


Until
Completion, the Shareholder must:


 


		(a)	assist
                                         the Optionholder, at the Optionholder's request, to gain knowledge
                                         concerning and become familiar with the Company
                                         and its affairs including its
                                         rights under the JV Letter Agreement;



 


		(b)	allow
                                         the Optionholder to communicate with Ablation Technologies LLC in respect
                                         of the joint venture established by the JV Letter
                                         Agreement and assist the
                                         Optionholder to negotiate the Proposed Joint Venture
                                         Agreement.



 


		(c)	allow
                                         the Optionholder to investigate the accuracy of the Shareholder's warranties
                                         and conduct due diligence on the Company and its
                                         assets including in connection
                                         with the JV Letter Agreement and its rights under
                                         the JV Letter Agreement.



 


	8.	Warranties




 


	8.1	General warranties




 


Each
corporate party warrants to the other party that as at the date of this Agreement
and the Completion Date:


 


		(a)	that
                                         party is a corporation duly incorporated and validly existing under the law of
                                         the country or jurisdiction of its incorporation
                                         or registration;



 


		(b)	that
                                         party has full corporate power to create and perform its liability under this
                                         Agreement;



 


		(c)	the
                                         execution or performance of this Agreement by that party does not contravene
                                         any provision of:



 


	 	(i)	its constitution;




 


	 	(ii)	any agreement made by that
party;




 


	 	(iii)	any law; or




 


		(iv)	any
                                         consent by a Government Agency or contractual consent relating to
                                         that party or its assets; and



 


		(d)	that
                                         party has procured all corporate consents, including any consent of directors
                                         or shareholders of that party, for the execution
                                         and performance by that party of
                                         this Agreement, which has been executed in compliance
                                         with its constitution and
                                         any applicable law.



 






    	 	8	 



     


    

 


	8.2	Shareholder warranties




 


The
Shareholder warrants to the Optionholder that as at the date of this Agreement and
on the Completion Date:


 


		(a)	the
                                         Shareholder has procured any necessary consent from a Government Agency
                                         or contractual consent for this Agreement, the
                                         grant of the Option and the transfer
                                         of the Option Shares to the Optionholder under
                                         this Agreement;



 


		(b)	the
                                         Option Shares constitute all the issued capital of the Company and are legally
                                         and beneficially owned by the Shareholder;



 


		(c)	the
                                         Optionholder or its nominee will obtain the entire legal and beneficial interest
                                         in the Option Shares following Completion free
                                         and clear of any Encumbrance
                                         created in favour of any person;



 


		(d)	the
                                         Shareholder has no notice of any fact which, if disclosed to the Optionholder,
                                         might reasonably be expected to influence the Optionholder's
                                         decision to enter
                                         into or perform this Agreement;



 


	 	(e)	the Company does not have any
employees;




 


		(f)	no
                                         litigation, arbitration, dispute or administrative proceedings have been
                                         commenced, are pending or, to the Shareholder's
                                         knowledge, threatened against
                                         the Company;



 


	 	(g)	the Company is not in material
breach of any applicable laws;




 


	 	(h)	the Company has no assets other
than its interest in the JV Letter Agreement;




 


		(i)	the
                                         Company does not have any material commitments or Liabilities other than
                                         under the JV Letter Agreement;



 


	 	(j)	the Company has taken a valid
assignment of the rights of American Strategic
Minerals Corporation under the JV Letter Agreement and American Strategic Minerals
Corporation;




 


	 	(k)	That George E Glasier and Kathleen
A Glasier have entered into and performed all
of their obligations under Rescission Agreement dated 11 June 2012




 


	 	(l)	the Company has not granted
or created any Encumbrance over the Option Shares
or any of its assets; and




 


	 	(m)	To the best of the knowledge
of the Shareholder every contract, instrument or
other commitment to which the Company is a party (including the JV Letter Agreement)
is valid and binding according to its terms and no party to the contract, instrument
or commitment is in material default under its terms.




 


	8.3	Reliance




 


Each
party agrees that the other party has entered this Agreement relying on each
warranty by that party contained in this clause 8 as a material term of this Agreement.


 



    	 	9	 



     


    




 


	8.4	Indemnity




 


Each
party agrees to indemnify the other party against any loss which that other party
may incur or suffer directly or indirectly resulting from any breach of warranty or other
default by that party of any obligation under this Agreement.


 


	9.	General




 


	9.1	Nature
    of obligations




 


		(a)	Any
                                         provision in this Agreement which binds more than one person binds all of
                                         those persons jointly and each of them severally.



 


		(b)	Each
                                         obligation imposed on a party by this Agreement in favour of another is a
                                         separate obligation.



 


	9.2	Time
    of the essence




 


In
this Agreement, time is of the essence unless otherwise stipulated.


 


	9.3	Entire
    understanding




 


		(a)	This
                                         Agreement contains the entire understanding between the parties concerning
                                         the subject matter of the Agreement and supersedes,
                                         terminates and replaces all
                                         prior agreements and communications between the
                                         parties.



 


		(b)	Each
                                         party acknowledges that, except as expressly stated in this Agreement, that
                                         party has not relied on any representation, warranty
                                         or undertaking of any kind
                                         made by or on behalf of another party in relation
                                         to the subject matter of this
                                         Agreement.



 


	9.4	No
    adverse construction




 


This
Agreement, and any provision of this Agreement, is not to be construed to the
disadvantage of a party because that party was responsible for its preparation.


 


	9.5	Further
    assurances




 


A
party, at its own expense and within a reasonable time of being requested by another
party to do so, must do all things and execute all documents that are reasonably
necessary to give full effect to this Agreement.


 


	9.6	No
    waiver




 


		(a)	A
                                         failure, delay, relaxation or indulgence by a party in exercising any power or
                                         right conferred on the party by this Agreement
                                         does not operate as a waiver of the
                                         power or right.



 


		(b)	A
                                         single or partial exercise of the power or right does not preclude a further
                                         exercise of it or the exercise of any other power
                                         or right under this Agreement.



 


		(c)	A
                                         waiver of a breach does not operate as a waiver of any other breach.



 






    	 	10	 



     


    

 


	9.7	Severability




 


Any
provision of this Agreement which is invalid in any jurisdiction must, in relation to that
jurisdiction:


 


	 	(a)	be
read down to the minimum extent necessary to achieve its validity, if
applicable; and




 


	 	(b)	be severed from this Agreement
in any other case,




 


without
invalidating or affecting the remaining provisions of this Agreement or the validity
of that provision in any other jurisdiction.


 


	9.8	Successors
    and assigns




 


This
Agreement binds and benefits the parties and their respective successors and
permitted assigns under clause 9.9.


 


	9.9	No
    assignment




 


Other
than as provided in this clause a party cannot assign or otherwise transfer the
benefit of this Agreement without the prior written consent of the other party, provided
that the Optionholder is permitted to assign the benefit of this agreement to Black Range
Minerals Inc, a wholly owned subsidiary of the Optionholder. In the event that the
Optionholder does so assign its interest, nothing shall relive the Optionholder of its
obligations to issue BLR shares or pay money in accordance with this Agreement.


 


	9.10	Consents
    and approvals




 


Where
anything depends on the consent or approval of a party then, unless this
Agreement provides otherwise, that consent or approval may be given conditionally or
unconditionally or withheld, in the absolute discretion of that party.


 


	9.11	No
    variation




 


This
Agreement cannot be amended or varied except in writing signed by the parties.


 


	9.12	Costs




 


Each
party must pay its own legal costs of and incidental to the preparation and
completion of this Agreement.


 


	9.13	Duty




 


		(a)	Any
                                         duty (including related interest or penalties) payable in respect of this
                                         Agreement or any instrument created in connection
                                         with it must be paid by the
                                         Optionholder.



 


		(b)	The
                                         Optionholder undertakes to keep the Shareholder indemnified against all
                                         liability relating to the duty, fines and penalties.



 


	9.14	Governing
    law and jurisdiction




 


		(a)	This
                                         Agreement is governed by and must be construed in accordance with the
                                         laws in force in Western Australia.



 


		(b)	The
                                         parties submit to the exclusive jurisdiction of the courts of that State and the
                                         Commonwealth of Australia in respect of all matters
                                         arising out of or relating to
                                         this Agreement, its performance or subject matter.



 



    	 	11	 



     


    




 


	9.15	Notices




 


Any
notice or other communication to or by a party under this Agreement:


 


	 	(a)	may be given by personal service,
post, e-mail or facsimile;




 


	 	(b)	must
                                         be in writing, legible and in English addressed (depending on the manner in
                                         which it is given) as shown below:



 


	 	(i)	If to the Shareholder:




 


Address:
31161 90 Road, Nucla, CO 81424-0825 USA





Attention:
George Glasier 


E-mail:
silverhawkranch@aol.com


 


	 	(ii)	If to the Optionholder:




 


Address:
Suite 9, 5 Centro Avenue, Subiaco WA 6008 


Attention:
Tony Simpson


Facsimile:
+61 8 9226 2027 or tsimpson@blackrangeminerals.com


 


	 	(iii)	If to the Company:




 


Address:
31161 90 Road, Nucla, CO 81424-0825 USA





Attention:
George Glasier 


E-mail:
silverhawkranch@aol.com


 


or
to any other address last notified by the party to the sender by notice given in
accordance with this clause;


 


	(c)	must be signed:




 


		(i)	in
                                         the case of a corporation registered in Australia, by any authorised
                                         representative or by the appropriate office holders
                                         of that corporation
                                         under section 127 of the Corporations Act; or



 


		(ii)	in
                                         the case of a corporation registered outside of Australia, by a person
                                         duly authorised by the sender in accordance with
                                         the laws governing the
                                         place of registration of that corporation; and



 


	(d)	is deemed to be given by the
sender and received by the addressee:




 


	 	(i)	if delivered in person, when
delivered to the addressee;




 


		(ii)	if
                                         posted, at 9.00 am on the second Business Day after the date of posting
                                         to the addressee whether delivered or not;



 


		(iii)	if
                                         sent by email, upon receipt by the sender of an email receipt
                                         confirmation; or



 


		(iv)	if
                                         sent by facsimile transmission, on the date and time shown on the
                                         transmission report by the machine from which the
                                         facsimile was sent
                                         which indicates that the facsimile was sent in
                                         its entirety and in legible form
                                         to the facsimile number of the addressee notified
                                         for the purposes of this
                                         clause,



 


but
if the delivery or receipt is on a day which is not a Business Day or is after
4.00 pm (addressee's time), it is deemed to have been received at 9.00 am on the
next Business Day.


 






    	 	12	 



     


    

 


	9.16	Counterparts




 


If
this Agreement consists of a number of signed counterparts, each is an original and all
of the counterparts together constitute the same document.


 


	9.17	Conflicting
    provisions




 


If
there is any conflict between the main body of this Agreement and any schedules or
annexures comprising it, then the provisions of the main body of this Agreement prevail.


 


	9.18	No
    merger




 


The
undertakings, warranties and indemnities in this Agreement do not merge on
Completion but continue unchanged.


 


	9.19	Operation
    of indemnities




 


Unless
this Agreement expressly provides otherwise:


 


		(a)	each
                                         indemnity in this Agreement survives the expiry or termination of this
                                         Agreement; and



 


		(b)	a
                                         party may recover a payment under an indemnity in this Agreement before it
                                         makes the payment in respect of which the indemnity
                                         is given.



 


	9.20	No
    right of set-off




 


Unless
this Agreement expressly provides otherwise, a party has no right of set-off
against a payment due to another party.


 


	9.21	Relationship
    of parties




 


Unless
this Agreement expressly provides otherwise, nothing in this Agreement may be
construed as creating a relationship of partnership, of principal and agent or of trustee
and beneficiary.


 




    	 	13	 



     


    

 


Executed
as an agreement


Signed
by George Edwin Lee Glasier in the


presence
of:


 





	 	 	/s/
    George     Edwin Lee Glasier
	 	 	Signature
	 	 	 
	/s/
    Michael W. Gay	 	 
	Signature
    of witness	 	 
	 	 	 
	Michael
    W. Gay	 	 
	Name
    of witness	 	 
	(please
    print)	 	 


 


Signed
by Kathleen A Glasier in the presence of:


 


	 	 	/s/
    Kathleen     A. Glasier
	 	 	Signature
	 	 	 
	/s/
    Michael W. Gay	 	 
	Signature
    of witness	 	 
	 	 	 
	Michael
    W. Gay	 	 
	Name
    of witness	 	 
	(please
    print)	 	 


 






    	 	14	 



     


    




 


Executed
by Black Range Minerals Limited 


CAN
009 079 047 in accordance with


section
127(1) of the corporations Act 2001


(Cth):


 


	/s/
    A.S. Simpson	 	/s/
    Nicholas Day
	Signature
    of witness	 	Signature
    of director or company secretary*
	 	 	*delete
    whichever does not apply
	 	 	 
	A.S.
    Simpson	 	Nicholas
    Day
	Name
    (please print)	 	Name
    (please print)
	 	 	 


  





Executed
by Mineral Ablation Inc by its


Authorized
officers:


  


	/s/
    George E.L. Glasier	 	/s/
    Kathleen A. Glasier
	Signature
    of director	 	Signature
    of company secretary*
	 	 	*delete
    whichever does not apply
	 	 	 
	George
    E.L. Glasier	 	Kathleen
    A. Glasier
	Name
    (please print)	 	Name
    (please print)


 


 


 


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