EXHIBIT 10.1

                        MINERAL PROPERTY OPTION AGREEMENT

THIS AGREEMENT is dated the 6th of July 2010.

BETWEEN

          PENOLA INC. a company duly  incorporated in the State of Nevada having
          an office at Suite 212, 1802 North Carson Street,  Carson City, Nevada
          89701

          ("OPTIONEE")

AND

          GEORGE FRANCIS LEE of PO Box 343 Donnybrook WA 6239

          ("OWNER")

WHEREAS

A.       The Owner legally and beneficially  owns Exploration  License E 80/3757
         located  in the  Halls  Creek  Shire  in  Western  Australia  and  more
         particularly  described on the attached  Schedule "A" (collectively the
         "Property").

B.       The  Owner  wishes to grant an  exclusive  option  to the  Optionee  to
         acquire one hundred  percent (100%) interest in and to the Property and
         the Optionee wishes to acquire the same on the terms and conditions set
         forth herein.

NOW THEREFORE  THIS  AGREEMENT  WITNESSES  that in  consideration  of the mutual
covenants and agreements herein contained, the parties agree as follows:

1.       GRANT OF OPTION

1.1      The Owner hereby  gives and grants the Optionee the sole and  exclusive
         right and option (the "Option") to acquire from the Owner a one hundred
         percent (100%) undivided legal,  beneficial and register-able  interest
         in and to the Property in accordance with the terms of this Agreement.

1.2      The  consideration  in order for the  Optionee to  exercise  the Option
         andto earn its interest in the Property will be as follows:

1.2.1    Upon  signing  this formal  option  agreement,  cash  consideration  of
         $7,000, Australian Dollars.

1.2.2    The  option  period is for two years  from the date of  signing of this
         agreement.

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1.2.3    Net Smelter  Return  Royalty:  The property shall not be subject to net
         smelter  royalty out side that which may be  negotiated  when  securing
         registered interested Native Title Party agreements.

1.2.4    Maintenance  of  Property in Good  Standing:  During the tenure of this
         agreement,  the  Owner  undertakes  to  meet  the  minimum  expenditure
         commitment  on  the  property  and  arrange  and  pay  for   sufficient
         exploration work to be carried out on the property to keep the property
         in good standing from the date of the agreement.  Expenditure  shall be
         of a  nature  that is  permissible  to be  claimed  as  expenditure  in
         connection  with  mining as  defined  by the Mining Act 1978 and Mining
         Regulations  1981 (as  amended).  Expenditure  can  include  geological
         services,   drilling,   sampling,  assaying,  aerial  photography,  any
         geotechnical  service  such as  geophysics,  aerial  magnetic  surveys,
         ground  surveys,   field  inspections  by  qualified   persons,   being
         geologists and geoscientists,  mapping, soil sampling,  stream sediment
         sampling  and any  other  recognised  geological  service  that  can be
         applied to the  tenements  that will  investigate  the potential of the
         tenements

1.2.5    The  exercise  price of the option is  $200,000  cash to be paid at the
         same time that the Notice of  Exercise  of Option is sent to the Owner.
         The  payment is to be made in  Australian  Dollars and can be made by a
         recognised Bank Cheque.

1.3      Upon  failure of the Optionee to deliver the  consideration  comprising
         the Option payment  within the time period set forth herein,  the Owner
         shall  provide the  Optionee  with a written  notice of default and the
         Optionee  shall  have a period  of 30 days  following  receipt  of such
         notice of default to rectify  the same,  failing  which this  Agreement
         shall automatically  terminate at the end of such 30 days notice period
         without further notice from the Owner.

2.       REGISTRATION AND TRANSFER OF PROPERTY INTEREST

2.1      Upon  request by the  Optionee  and at any time after the terms of this
         Agreement  have been met, the Owner shall  transfer the Property to the
         Optionee and record the transfer with appropriate recorded.

3.       REPRESENTATIONS AND WARRANTIES

3.1      The Optionee represents and warrants to the Owner that:

          a)   it is a company duly  incorporated,  validly  subsisting,  and in
               good standing under the laws of the State of Nevada;

          b)   it has full power and  authority  to enter into and  perform  its
               obligations under this Agreement;

          c)   and the signing,  delivery and performance of this Agreement will
               not conflict with any other Agreement; and

          d)   The Optionee is not a reporting  issuer and the common  shares of
               the Optionee are not listed for trading any stock exchange.

3.2      The Owner hereby represents and warrants to the Optionee that:

          (a)  He has full  power,  capacity  and  authority  to enter  into and
               perform their obligations under this Agreement;

          (b)  He is the beneficial and registered owner of Exploration  License
               E 80/3757;

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          (c)  The  Property  is  accurately  described  in  Schedule A attached
               hereto and forming a material part of this Agreement; and

          (d)  The Owner have the exclusive  right to enter into this  Agreement
               and have all necessary  authority to dispose of their interest in
               and  to the  Property  in  accordance  with  the  terms  of  this
               Agreement.

4.       COVENANTS OF THE OWNER

4.1      While the Option remains outstanding,  the Owner covenants and agree to
         the Optionee that:

          (a)  As long as the Optionee is not in default  hereunder,  not do any
               act or thing which would in any way  adversely  affect the rights
               of the Optionee hereunder;

          (b)  Make  available  to the  Optionee  and  its  representatives  all
               records,  maps, drill core and files in their possession relating
               to the Property and permit the Optionee and its representative at
               their own risk and expense to take abstracts  there form and make
               copies thereof;

          (c)  Co-operate with the Optionee in obtaining any access,  surface or
               other  rights  on or  related  to  the  Property  s the  Optionee
               reasonable deems desirable; and

          (d)  For the  period of this  agreement,  the Owner  will offer to the
               Optionee any further  claims/property  the Owner stakes  within 2
               kilometres from the Property.

5.       ASSIGNMENT

5.1      Upon providing written notice to the other party in accordance with the
         terms of this Agreement,  either party may assign its respective rights
         and  obligations  under  this  Agreement,  provided  that the  assignee
         executes an assumption of all of the assignor's  obligations  hereunder
         and agrees to be bound by all terms and  conditions of this  Agreement.
         No such  assignment  shall in any way enlarge or diminish  the right of
         obligations of the Optionee or Owner hereunder.  Upon the assumption by
         the assignee of the assignor's  obligations,  the assigning party shall
         be fully  released from and shall not be liable or  responsible  to the
         non-assigning party in any way for any duties, costs, payments or other
         liabilities or obligations  that thereafter arise or accrue directly or
         indirectly under this Agreement

6.       TERMINATION OF OPTION

6.1      The Optionee may at any time  terminate this Agreement by giving 30-day
         advance  written notice of said  termination  to Owner.  On or promptly
         after  delivery of the notice of  termination,  the Owner shall execute
         and  deliver to the  Optionee a written  release  of the  Agreement  in
         proper form for recording.

7.       GENERAL PROVISIONS

7.1.1    Events of FORCE MAJEURE shall  suspend the  obligations  of the parties
         hereto for their duration, except for payments of sums of money and for
         taxes and fees due and owing on the Property.

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7.1.2    It is  understood  and agreed that the  language of this  agreement  is
         English with the consent of the parties hereto.

7.1.3    This agreement shall be governed by the laws of the State of Nevada.

7.1.3.1  In the event of a  dispute  between  the  parties  arising  out of this
         agreement  the  matter  shall be  referred  to the  arbitration  of one
         person.  The decision of the arbitrator  soappointed shall be final and
         binding  upon the  parties  hereto.  All  costs  and  expenses  of such
         arbitration  shall  be  borne  by  the  parties  hereto  equally.  This
         agreement constitutes the entire agreement between the Optionee and the
         Owner   pertaining  to  the  Property  and  supersedes  all  prior  and
         contemporaneous  agreements,  whether  oral  or  written,  between  the
         parties in connection with the Claims.  No supplement,  modification or
         waiver of this agreement shall be binding unless executed in writing by
         the parties to be bound thereby.

7.1.4    The parties  hereto  agree to do or cause to be done all acts or things
         necessary to implement and carry into effect this agreement to its full
         effect.

7.1.5    Time shall be of the essence in the performance of this agreement.

7.1.6    This  agreement  shall  ensure to the  benefit of and be binding on the
         parties hereto and their respective successors and assigns.

7.1.7    This  agreement  may be executed in two or more  counterparts,  each of
         which will be deemed to be an original and all of which will constitute
         one agreement. Facsimile signatures are acceptable and binding.

         This  Agreement  may be  executed  in  several  counterparts  as may be
         necessary  or by  facsimile  and each  such  counterpart  agreement  or
         facsimile   so  executed   are  deemed  to  be  an  original  and  such
         counterparts  and facsimile copies together will constitute one and the
         same instrument.

ACCEPTED AND AGREED TO:

PENOLA INC.


/s/ Filomena Gencarelli
------------------------------------
Filomena Gencarelli - President

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ACCEPTED AND AGREED TO:


/s/ George Francis Lee
------------------------------------
George Francis Lee


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                                  SCHEDULE "A"

                                    PROPERTY

         TENURE NO.                     CLAIM NAME                 SIZE
         ----------                     ----------                 ----

Exploration License E 80/3757           Halls Creek              324.1437 ha


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