Sale and Purchase Agreement








SALE AND PURCHASE AGREEMENT




THIS AGREEMENT is dated for reference the 30th day of May, 2008.




BETWEEN:




ALMADEN MINERALS LTD, ("Almaden") and REPUBLIC RESOURCES LTD ("Republic") bodies corporate incorporated or organized pursuant to the laws of British Columbia and each having an office at 1103-750 West Pender Street, Vancouver, British Columbia, V6C 2T8




(Jointly the "Vendor")




OF THE FIRST PART




AND




TARSIS CAPITAL CORP., a body corporate continued pursuant to the laws of British Columbia and having an office at 1103-750 West Pender Street, Vancouver, V6C 2T8




(the "Purchaser")




OF THE SECOND PART




WHEREAS:




A.

The Vendor is the legal and beneficial owner of a 100% interest in the Property as more particularly described in Schedule "A" attached to and made a part of this Agreement;




B.

The Vendor wishes to sell and the Purchaser wishes to purchase an undivided 100% interest in and to the Property subject only to the obligation to pay an. NSR and to issue Additional Shares on the terms and subject to the conditions set out in this Agreement.




NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and of the mutual promises, covenants, conditions, representations and warranties herein set out, the parties hereto agree as follows:




1.

INTERPRETATION




1.1

For the purposes of this Agreement, including the recitals and any schedules hereto, unless there is something in the subject matter or context inconsistent therewith, the following words and expressions shall have the following meanings:




(a)

“Additional Shares" shall mean 500,000 common shares of the capital of Purchaser to be issued in accordance with paragraph 3.3 on the receipt by the Purchaser of Bankable Feasibility Study;




(b)

"Agreement" means this Agreement, as amended from time to time;




(c)

"Approval Date" means the date that is five (5) business days after receipt by the Purchaser of written confirmation from the Exchange that this Agreement has been accepted for filing;




(d)

"Bankable Feasibility Study" shall mean a study prepared at the direction of Purchaser by a recognized firm of mining engineering consultants which contains a detailed examination of the feasibility of bringing a deposit of minerals on the Property into commercial production by the establishment of a mine, which reviews all outstanding issues, which contains the statement of the ore reserves, which reviews the nature and scale of any proposed operation, which contains an estimate of the construction costs and production costs and is in the form of a bankable document (meaning a document appropriate for presentation to a bank or other financial institutions from which a party might wish to secure financing);




(e)

"Commercial Production" means the operation of the Property or any portion thereof as a producing mine and the production of mineral products therefrom (excluding bulk sampling, pilot plant or test operations);




(f)

"Exchange" means the TSX Venture Exchange;




(g)

"Net Smelter Return" means that charge on proceeds from production as described in Schedule "B";




(h)

"Property" means those mineral properties more particularly described in Schedule "A" hereto together with the surface rights, mineral rights, personal property and permits associated therewith, and shall include any renewal thereof and any other form of successor or substitute title thereto.




1.2

The titles to the respective Articles hereof shall not be deemed to be a part of this Agreement but shall be regarded as having been used for convenience only.




1.3

Words used herein importing the singular number shall include the plural, and vice-versa, and words importing the masculine gender shall include the feminine and neuter genders, and vice-versa, and words importing persons shall include firms, partnerships and corporations.




2.

REPRESENTATIONS AND WARRANTIES




2.1

Each party represents and warrants to the others that:




(a)

if a company, it is a company duly incorporated, validly subsisting and in good standing with respect to filing of annual reports under the laws of the jurisdiction of its incorporation and is or will be qualified to do business and to hold an interest in the Property in the jurisdiction in which the Property is located;




(b)

it has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to in or contemplated by this Agreement and to carry out and perform all of its obligations and duties hereunder;




(c)

it has duly obtained all authorizations for the execution, delivery and performance of this Agreement, and such execution, delivery and performance and the consummation of the transactions herein contemplated will not conflict with, or accelerate the performance required by or result in any breach of any covenants or agreements contained in or constitute a default under, or result in the creation of any encumbrance, lien or charge under the provisions of its constating or initiating documents or any indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which it may be subject and will not contravene any applicable laws.




2.2

The Vendor represents and warrants to the Purchaser that:




(a)

it is the sole beneficial owner of a 100% undivided interest in and to the Property;




(b)

the Property is in good standing under the laws of the jurisdiction in which the Property is located up to and including at least the respective expiry dates set forth in Schedule "A" hereto;




(c)

the Property is free and clear of all liens, charges and encumbrances and is not subject to any right, claim or interest of any other person;




(d)

it has complied with all laws in effect in the jurisdiction in which the Property is located with respect to the Property and such Property has been duly and properly staked and recorded in accordance with such laws and that the Purchaser may enter in, under or upon the Property for all purposes of this Agreement without making any payment to, and without accounting to or obtaining the permission of, any other person other than any payment required to be made under this Agreement; and




(e)

there is no adverse claim or challenge against or to the ownership of or title to the Property, or any portion thereof nor is there any basis therefor and there are no outstanding agreements or options to acquire or purchase the Property or any portion thereof or interest therein and no person has any royalty or interest whatsoever in production or profits from the Property or any portion thereof, and the Property is not the whole or substantially the whole of the Vendor's assets or undertaking.




2.3

The representations and warranties hereinbefore set out are conditions on which the parties have relied in entering into this Agreement, are to be construed as both conditions and warranties and shall, regardless of any investigation which may have been made by or on behalf of any party as to the accuracy of such representations and warranties, survive the closing of the transaction contemplated hereby and each of the parties will indemnify and save the other harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation or warranty contained in this Agreement, and each party shall be entitled, in addition to any other remedy to which it may be entitled, to set off any such loss, damage or costs suffered by it as a result of any such breach against any payment required to be made by it to any other party hereunder.




3.

SALE AND PURCHASE




3.1

In consideration of the payment by the Purchaser to the Vendor of $30,000, the re-imbursement by the Purchaser of the Vendor's expense of maintenance costs of the Property incurred in December 2007 and the issue, allotment and delivery to the Vendor of 100,000 fully paid and non-assessable common shares of the Purchaser, the Vendor herby sells, transfers and assigns and the Purchaser hereby purchases a 100% interest in the Property free and clear of all encumbrances of any nature and kind except the grant of the Net Smelter Return as provided in paragraph 3.2.




3.2

Upon commencement of Commercial Production the Purchaser shall pay to the Vendor a Net Smelter Return to be paid in accordance with the provisions of Schedule "B" of this Agreement and The Net Smelter Return shall be recorded so as to constitute an obligation on a transferee of the Property.




3.3

Within 3 business days of the delivery to the Purchaser of a Bankable Feasibility Study the Purchaser shall issue to the Vendor an additional 500,000 fully paid and non-assessable common shares of the Purchaser. In the event the Purchaser shall sell or otherwise dispose of all or a portion of the Property (an "Alienation") and the acquiror of such interest ("Alienee") shall be in receipt of a Bankable Feasibility Study then upon such receipt the purchaser shall be obligated to issue the aforedescribed 500,000 shares unless in the contract of Alienation the Purchaser shall have secured from the Alienee a covenant (assignable to the Vendor) to issue to the Vendor 500,000 fully paid and non-assessable common shares of the Alienee upon receipt of a Bankable Feasibility Study.




3.4

Any and all shares issued in accordance with paragraphs 3.1 and 3.3 shall be subject only to such restrictions on transfer and alienation as may be provided under applicable securities regulation and under the policies of the Exchange at the time of issue and delivery of such shares.




4.

NOTICE




4.1

Any notice, direction, or other instrument required or permitted to be given under this Agreement shall be in writing and shall be given by the delivery of same or by mailing same by prepaid registered or certified mail or by sending same by telegram, telex, telecommunication or other similar form of communication, in each case addressed to the intended recipient at the address of the respective party set out on the first page hereof.




4.2

Any notice, direction, or other instrument aforesaid will, if delivered, be deemed to have been given and received on the day it was delivered, and if mailed, be deemed to have been given and received on the fifth business day following the day of mailing, except in the event of disruption of the postal service in which event notice will be deemed to be received only when actually received and, if sent by telegram, telecommunication or other similar form of communication, be deemed to have been given and received on the day it was actually received.




4.3

Any party may at any time give notice in writing to the others of any change of address, and from and after the giving of such notice, the address therein specified will be deemed to be the address of such party for the purposes of giving notice hereunder.




5.

FURTHER ASSURANCES




5.1

Each of the parties covenants and agrees, from time to time and at all times, to do all such further acts and execute and deliver all such further deeds, documents and assurances as may be reasonably required in order to fully perform and carry out the terms and intent of this Agreement.




6.

TIME OF THE ESSENCE




6.1

Time shall be of the essence in the performance of this Agreement.




7.

ENUREMENT




7.1

This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.




8.

FORCE MAJEURE




8.1

No party will be liable for its failure to perform any of its obligations under this Agreement due to a cause beyond its reasonable control (except those caused by its own lack of funds) including, but not limited to, acts of God, fire, storm, flood, explosion, strikes, lockouts or other industrial disturbances, acts of public enemy, war, riots, laws, rules and regulations or orders of any duly constituted governmental authority, or non-availability of materials or transportation (each an "Intervening Event").




8.2

All time limits imposed by this Agreement will be extended by a period equivalent to the period of delay resulting from an Intervening Event.




8.3

A party relying on the provisions of Section 16.1 hereof, insofar as possible, shall promptly give written notice to the other party of the particulars of the Intervening Event, shall give written notice to all other parties as soon as the Intervening Event ceases to exist, shall take all reasonable steps to eliminate any Intervening Event and will perform its obligations under this Agreement as far as practicable, but nothing herein will require such party to settle or adjust any labour dispute or to question or to test the validity of any law, rule, regulation or order of any duly constituted governmental authority or to complete its obligations under this Agreement if an Intervening Event renders completion impossible.




9.

AMENDMENT




9.1

This Agreement may not be changed orally but only by an agreement in writing, signed by the party against which enforcement, waiver, change, modification or discharge is sought.




10.

ENTIRE AGREEMENT




10.1

This Agreement constitutes and contains the entire agreement and understanding between the parties and supersedes all prior agreements, memoranda, correspondence, communications, negotiations and representations, whether oral or written, express or implied, statutory or otherwise between the parties or any of them with respect to the subject matter hereof




11.

CONDITION PRECEDENT




11.1

The obligations of the Purchaser under this Agreement are first subject to the acceptance for filing of this Agreement on behalf of the Purchaser by the Exchange.




12.

GOVERNING LAW AND ARBITRATION




12.1

This Agreement shall be governed by and interpreted in accordance with the laws of the Province of British Columbia.




12.2

All disputes arising out of or in connection with this Agreement, or in respect of any defined legal relationship associated therewith or derived therefrom, shall be referred to and finally resolved by arbitration under the rules of the British Columbia International Commercial Arbitration Centre.




12.3

The appointing authority shall be the British Columbia International Commercial Arbitration Centre and the case shall be administered by the British Columbia International Commercial Arbitration Centre in accordance with its "Procedures for Cases under the BCICAC Rules" at Vancouver, British Columbia.




IN WITNESS WHEREOF the parties have executed this Agreement as of the day, month and year first above written.


























SCHEDULE "A" 

Description of Property

















































SCHEDULE "B" 






NET SMELTER RETURNS







1.

As additional consideration the Purchaser acknowledges and agrees that its interest in the Property shall be subject to a royalty or charge in the amount of 2% of Net Smelter Returns in favour of the Vendor.




2.

For the purpose of this Agreement, "Net Smelter Returns" shall mean the actual proceeds received by the Purchaser from a smelter or other place of sale or treatment with respect to all ore removed by the Purchaser from the Property as evidenced by its returns or settlement sheets after deducting from the said proceeds all freight or other transportation costs from the shipping point to the smelter or other place of sale or treatment but without any other deduction whatsoever.




3.

Net Smelter Returns due and payable to the Vendor hereunder shall be paid within thirty (30) days after receipt of the said actual proceeds by the Purchaser.




4.

Within ninety (90) days after the end of each fiscal year of the Purchaser during which the Property was in commercial production, the records relating to the calculation of Net Smelter Returns during that fiscal year shall be audited and any adjustments shall be made forthwith. The audited statements shall be delivered to the Vendor who shall have sixty (60) days after receipt of such statements to question in writing their accuracy and, failing such question, the statements shall be deemed correct.




5.

The Vendor or his representative duly appointed in writing shall have the right at all reasonable times, upon written request, to inspect such books and financial records of the Purchaser as are relevant to the determination of Net Smelter Returns and at his own expense, to make copies thereof.




6.

At any time after the commencement of the obligation hereunder to pay the Net Smelter Return arises the Purchaser shall have the right to purchase from the Vendor 1/2 of such Net Smelter Return (1%) for a full price or consideration as determined by an independent valuator retained by the Purchaser and agreed to by the Vendor.