Canyon Gold Corp. - Exhibit 10.1 - Filed by newsfilecorp.com






DEFINITIVE AGREEMENT 

(This Agreement including all Addendums supersedes and
replaces any previous signed Agreement) 

BETWEEN:     CANYON GOLD
CORP.
                           101
Convention Center Dr., Ste. 700, Las Vegas, NV 89109 

(hereinafter referred to as “CGCC”)

AND:                 Tom
Thomsen 
                           311-16477
64th Ave., Surrey, BC, Canada V3S 6V7 

     (hereinafter referred to as
“SELLER”) 

AND:               
MARSHALL THOMSEN LTD (a private BC
Corporation) 
                           311-16477
64th Ave., Surrey, BC, Canada V3S 6V7 (hereinafter referred to as
the “MARSHALL THOMSEN”) 

WARRANTIES: 

    CGCC HEREWITH WARRANTS: 

	 	a) 	
      that it is a corporation duly incorporated in the State
      of Delaware and is in Good Standing with all legal requirements of the
      State.

	 	 	 
	 	b) 	
      that it is duly registered with the United States
      Securities and Exchange Commission (US SEC), is a Reporting Issuer,
      approved for trading on the OTC-BB(QB) under the symbol ‘CGCC’ and
      is in Good Standing.

	 	 	 
	 	c) 	
      that it is presently under a ‘Cease Trade Order’ (CTO) by
      the British Columbia Securities Commission (BCSC), which effects only
      trading in the Province of British Columbia, whereby the BCSC has no
      effect or power what so ever in any other Jurisdiction in Canada or the
      United States or the rest of the world.

	 	 	 
	 	d) 	
      that it will, within 30 days from date of closing or
      before, as the Board of Directors deems appropriate, engage a professional
      service to assist in the execution of all required filing in order to have
      the Cease Trade Order lifted.

	 	 	 
	 	e) 	
      that it is free of encumbrances and debts except as given
      under Addendum “A” attached.

	 	 	 
	 	f) 	
      that it has executed an administration agreement with
      EMAC Handels AG of Switzerland with representation of an advisory capacity
      in Vancouver Canada as given under Addendum “B” attached.

	 	 	 
	 	g) 	
      that the authorized Share Capital is 200,000,000 Common
      Voting Shares par value $0.0001 and 20,000,000 Preferred Shares, par value
      $0.0001, Series “A” voting shares, series “B” non-voting shares, both
      series are convertible to 10 common shares for each preferred share and
      series “A” carries 100 votes for each preferred share.

	 	 	 
	 	h) 	
      that on or before July 31st following common
      shares will be issued and outstanding:
    
      27,913,029 Common Voting Shares issued and outstanding (+
      5%) 
     600,000 Preferred Shares, Series
      “A”, issued and outstanding to EMAC Handels
      AG. 
     500,000 Preferred Shares Series ‘B’
      issued to Development Resources LLC, American Fork, Utah,
      

           which
shares shall be cancelled and shall be replaced with an equal number of Shares
by the subsidiary LCGRC upon a successful Spin-Off of
the Subsidiary. 



 





	 	i) 	
      that all issued and outstanding shares have been duly
      issued under the laws of the State of Delaware and under the Rules and
      Regulations of the US SEC, are free and clear of encumbrance and that
      there is no liability and/or lien registered against the shares.

	 	 	 
	 	j) 	
      that within 30 days after the date of closing of this
      Agreement and the approval by the SEC of the filing of the acquisition, it
      will issue to MARSHALL THOMSEN or assigns:

      - 1,000,000 Shares
    Preferred Convertible, Series ‘B’.

    
	 	 	 
	 	k) 	
      that it will on best efforts basis assist MARSHALL
      THOMSEN with the funding of the planned operation of MARSHALL
      THOMSEN to a maximum of 12 million USD and furthermore assist the
      SELLER with the planned operation of MARSHALL THOMSEN at all
      times.

	 	 	 
	 	l) 	
      that there are no legal actions being taken against
      CGCC, neither now nor does CGCC expect any legal actions to
      be taken against the corporation.

	 	 	 
	 	m) 	
      that it has the authority and right to execute this
      Agreement.

	 	 	 
	 	n) 	
      that all its Director, Officers and Key Employees are
      duly authorized to occupy their positions.

	 	 	 
	 	o) 	
      that CGCC herewith agrees to indemnify and hold
      MARSHALL THOMSEN and its Directors and Officers harmless from and
      against any loss, claims, damages and other expenses that they may suffer
      in connection with a breach by the CGCC of any representation,
      warranty, covenant or Agreement contained herein.



SELLER HEREWITH WARRANTS AND CONFIRMS: 

	 	a) 	
      that Tom Thomsen owns and controls One (1) common voting
      share of MARSHALL THOMSEN, being One Hundred Percent (100%) of the
      total issued and outstanding shares of MARSHALL THOMSEN.

	 	 	 
	 	b) 	
      that the above share has been issued pursuant to all
  rules and regulations governing MARSHALL THOMSEN.

	 	 	 
	 	c) 	
      that the above share is free and clear of encumbrance and
      that there is no liability and/or lien registered against the
  share.

	 	 	 
	 	d) 	
      that the SELLER has the power and authority to
      sell and transfer the share to CGCC.

	 	 	 
	 	e) 	
      that as the controlling interest of MARSHALL
      THOMSEN, the SELLER herewith commits irrevocably to prepare
      MARSHALL THOMSEN for the planned acquisition by CGCC, and
      furthermore the SELLER will prior to signing of this
    Agreement:



	 	i. 	
      submit the application to Health Canada of the Canadian
      Government for the required license for the commercial production of
      cannabis.

	 	ii. 	
      build and display a website on the internet to acceptable
      norms for MARSHALL THOMSEN



 




MARSHALL THOMSEN HEREWITH WARRANTS AND CONFIRMS:


	 	f) 	
      that it is a private corporation, duly registered in the
      Province of British Columbia, Canada, and is in Good Standing with all
      Provincial and Federal legal requirements

	 	 	 
	 	g) 	
      that on the date of this Agreement MARSHALL THOMSEN
      has One (1) common voting share issued and outstanding, as given in
      Addendum “C” attached, and furthermore MARSHALL THOMSEN
      warrants and confirms that it shall not issue any additional shares
      what so ever prior to the date of closing of this
  Agreement.




	 	h) 	
      That it shall not issue any further shares what so
      ever.

	 	 	 
	 	i) 	
      that it is free of encumbrances except as given under
      Addendum “D” attached.

	 	 	 
	 	j) 	
      that it owns and controls 100% Interest in the ‘ASSET’ as
      in more details described in the Business Plan of MARSHALL THOMSEN
      as attached under Addendum “E”.

	 	 	 
	 	k) 	
      The ‘ASSET’ shall include any and all future acquired
      physical and intellectual property as well as patents licenses and rights
      etc.

	 	 	 
	 	l) 	
      that the ‘ASSET’ is free and clear of any encumbrances
      and there are no claims against the Asset by any other party what so
      ever.

	 	 	 
	 	m) 	
      that it has the authority and legal right to operate its
      corporation in Canada as given in more detail in its business plan
      attached under Addendum “E”.

	 	 	 
	 	n) 	
      that it has submitted the application to Health Canada
      (Federal Government of Canada) for a production and distribution license
      under the new Marijuana for Medical Purposes Regulations (MMPR)
      program.

	 	 	 
	 	o) 	
      that the planned business operation is being conducted
      within all applicable laws of Canada.

	 	 	 
	 	p) 	
      that it, with the assistance of CGCC, desires to
      expand its business in North America and the rest of the World.

	 	 	 
	 	q) 	
      that there are no legal actions being taken against
      MARSHALL THOMSEN, its Directors, Officers or Key-Employees or its
      “ASSET“ now nor does MARSHALL THOMSEN expect any legal actions to
      be taken against MARSHALL THOMSEN, its Directors, Officers or Key-
      Employees or its “ASSET”.

	 	 	 
	 	r) 	
      that all its Director, Officers and Key Employees are
      duly authorized to occupy their positions.

	 	 	 
	 	s) 	
      that it has the authority and right to execute this
      Agreement.

	 	 	 
	 	t) 	
      that MARSHALL THOMSEN herewith agrees to indemnify
      and hold CGCC, its Directors, Officers, Key-Employees and its
      present shareholders harmless from and against any loss, claims, damages
      and other expenses that CGCC may suffer in connection with a breach
      by MARSHALL THOMSEN and/or the SELLER of any representation,
      warranty, covenant or agreement contained herein.



 




WHEREAS: CGCC desires to acquire One Hundred Percent
(100%) of the Issued and Outstanding shares of MARSHALL THOMSEN and the
SELLER desires to sell One Hundred Percent (100%) of the Issued and
Outstanding shares of MARSHALL THOMSEN to CGCC on the terms and
conditions hereinafter set forth. 

NOW THEREFORE, in consideration of the mutual covenants
and promises of the parties hereto, CGCC and MARSHALL THOMSEN and
the SELLER agree as follows: 

	1. 	
      CGCC agrees to purchase and the SELLER
      agrees to sell One Hundred Percent (100%) of the issued and
      outstanding SHARES of MARSHALL THOMSEN, whereby MARSHALL THOMSEN
      shall become a wholly owned subsidiary of CGCC including the
      ‘ASSET’ owned and controlled by MARSHALL THOMSEN as given under Addendum ‘E’ attached.

	 	 	 
	2. 	
      CGCC shall pay the following remuneration for the
      acquisition of 100% of the shares of MARSHALL THOMSEN:

	 	 	 
		a) 	
      CGCC shall issue at total of 1,000,000 Preferred,
      Convertible Shares Series ‘B’ Non-Voting, provided however that these
      shares shall be issued only upon approval by the SEC of the required
      filing of the acquisition and furthermore the shares shall be issued as
  directed by the SELLER.

	 	 	 
			
      The afore given Preferred shares Series ‘B’ maybe be
      converted to the common stock of CGCC only after a twelve month
      hold period from date of receipt of the Commercial Production License by
      MARSHALL THOMSEN.

	 	 	 
		b) 	
      In addition MARSHALL THOMSEN shall be able to earn
      up to a total of 1,000,000 Preferred, Convertible Series “A” voting shares
      subject to achieving the following:



	 	i. 	
      approval and receipt from the applicable Canadian
      authorities of the required Commercial Production License for the planned
      business operation as given in the business plan attached under
      Addendum “E”. 

	 	ii. 	
      completion and receipt by the MARSHALL THOMSEN of
      a minimum of $12,000,000 in funding for the planned operation as given in
      the business plan of MARSHALL THOMSEN attached under
      Addendum “E” whereby CGCC shall, at best effort, support and
      assist MARSHALL THOMSEN in its task to procure the afore given
      funding. 

	 	iii. 	
      The afore given Preferred shares Series ‘A’ maybe be
      converted to the common stock of CGCC only after a twelve month
      hold period from date of receipt of the Commercial Production License by
      MARSHALL THOMSEN. 




	 	c) 	
      In addition MARSHALL THOMSEN shall be able to earn
      up to a total of 7,000,000 Preferred, Convertible, Series ‘A” voting
      shares subject to achieving the following Gross
Sales:



	 	iv. 	
      Gross-Sales of $ 25,000,000 USD                              = 1,500,000 Preferred
  Convertible, Series ‘A’

	 	v. 	
      Accumulated Gross-Sales of $ 50,000,000 USD     = 1,500,000
  Preferred Convertible, Series ‘A’

	 	vi. 	
      Accumulated Gross-Sales of $ 75,000,000 USD     = 2,000,000
  Preferred Convertible, Series ‘A’

	 	vii. 	
      Accumulated Gross-Sales of $ 100,000,000 USD   = 2,000,000
  Preferred Convertible, Series ‘A’




	 	d) 	
      CGCC shall have the authority to issue such shares
      as are required to complete the required funding of up to $ 12 million for
      MARSHALL THOMSEN. The funding shall be done at the most favorable
      rates for the Company and furthermore no funding shall be done below $1.00
      per share.



 





	 	e) 	
      None of the issued shares shall be hypothecated nor shall
      they be used in any other way as collateral for any reason whatsoever,
      unless otherwise authorized by a Board of Directors resolution of CGCC
      duly proposed and passed.




	3. 	
      CGCC shall, after the approval by the SEC of the
      required filing for the acquisition, use its best efforts to separate its
      present subsidiary ‘LCGRC’ from the Parent Company through a
    ‘Spin-Off’

	 	 
	4. 	
      With completion of the following conditions by
      MARSHALL THOMSEN, CGCC shall change its name as requested by
      MARSHALL THOMSEN:



a) approval and receipt of a
commercial production license as required under the law. 
b) completion of
the required financing for MARSHALL THOMSEN in the amount of $
12,000,000, 

	5. 	
      In the event that CGCC and/or MARSHALL THOMSEN
      fail to complete and fulfill the conditions given under b) i. ii.
      above within a one year period from date of this agreement, CGCC
      may at is sole discretion cancel this Agreement in its entirety,
      cancel any stock issued to MARSHALL THOMSEN or at the directions of
      MARSHALL THOMSEN and neither CGCC nor MARSHALL THOMSEN
      and/or the SELLER shall have any further claims against each
      other what so ever. Furthermore, neither CGCC nor MARSHALL
      THOMSEN and/or the SELLER shall have the right to legal
      recourse of any kind against each other.

	 	 
	6. 	
      CGCC shall be liable for all costs pertaining to
      maintaining its Company in Good Standing with all applicable laws and
      rules and regulations.

	 	 
	7. 	
      MARSHALL THOMSEN shall be liable for all costs
      pertaining to maintaining its Company in Good Standing with all applicable
      laws and rules and regulations and furthermore MARSHALL THOMSEN
      shall pay 50% of all costs pertaining to the maintenance of CGCC
      under the laws and rules and regulations of the State of Delaware and
      the SEC.

	 	 
	8. 	
      MARSHALL THOMSEN shall execute service/employment
      agreements with its directors and officers and Key employees, which
  agreements must be approved by the Board of Directors of CGCC.

	 	 
	9. 	
      CGCC shall not at any time interfere with the
      management and operation of MARSHALL THOMSEN, its subsidiary,
      provided however that such management and operation of MARSHALL THOMSEN
      shall at all times be within its Industry’s Standards and subject to
      the Laws of Canada the United States and any other country of operation
      and furthermore that such management and operation shall not be to the
      detriment of CGCC and/or MARSHALL THOMSEN.

	 	 
	10. 	
      MARSHALL THOMSEN shall provide the necessary
      documentations, including but not limited to: directors, officers and key
      employees of MARSHALL THOMSEN; Audited Financial Statements, which
      shall be a condition to the closing, and all other such documentation as
      may be required by the US Securities and Exchange Commission within its
      filing requirements.

	 	 
	11. 	
      MARSHALL THOMSEN shall continue to manage and
      operate all aspects of its business in the ordinary course in a manner
      consistent with existing business practices and as are standard in its
      industry and MARSHALL THOMSEN shall at all times provide CGCC
      timely information on all material changes of MARSHALL THOMSEN
      and/or as required by the rules and regulations of the US
  SEC.

	 	 
	12. 	
      Notwithstanding paragraph 9. above, MARSHALL THOMSEN
      shall work closely with CGCC in planning its business
      development and financial management initiatives to expand MARSHALL
      THOMSEN’s business.



 





	13. 	
      CGCC shall at no time entertain or execute any of
      the actions given in a) to f) herein without the consent in the form of a
      written approval by the Board of Directors of CGCC’s subsidiary
      MARSHALL THOMSEN of such actions: 



	 	a) 	acquire any other entity as a subsidiary,
	 	b) 	
      acquire any other project or asset,

	 	c) 	
      enter into any kind of business relationship with any
      Third Party

	 	d) 	
      agree to any kind of Take-Over of CGCC or its
      subsidiary,

	 	e) 	
      spin off the MARSHALL THOMSEN
subsidiary.

	 	f) 	
      any merger with a third party
entity




	14. 	
      There shall be no reverse or forward split of the issued
      and outstanding common stock of CGCC for a period of 3 years from
      date of closing of this Agreement as given in paragraph 23.

	 	 
	15. 	
      With the exception of the funding as given in 2. b) ii.
      above, both, CGCC and MARSHALL THOMSEN shall be financially
      self-supporting unless otherwise agreed upon by both, (by majority of the
      Directors of CGCC and by majority of the Directors of MARSHALL
      THOMSEN), provided however that MARSHALL THOMSEN shall pay that
      portion of the CGCC’s quarterly and annual cost of audit and/or
      review by the auditors pertaining to MARSHALL THOMSEN.

	 	 
	16. 	
      MARSHALL THOMSEN shall be liable for all costs
      pertaining to maintaining MARSHALL THOMSEN in Good
  Standing.

	 	 
	17. 	
      Payment of all ‘Other Current Liabilities’ as given under
      Addendum “D” and as recorded on the books of MARSHALL THOMSEN
      at the time of closing of this transaction shall be the responsibility
      of MARSHALL THOMSEN and not that of the parent company CGCC
      provided however that none of the recorded liabilities are delinquent
      and collection of such are presently being enforced and or is expected to
      be enforced in the future.

	 	 
	18. 	
      As of the closing date the President and CEO of
      MARSHALL THOMSEN shall be Tom Thomsen.

	 	 
	19. 	
      Within 10 days of the filing of the 8K with the
      consolidated audit of CGCC and MARSHALL THOMSEN as its
      subsidiary, CGCC shall appoint one director as proposed by
      MARSHALL THOMSEN to CGCC’s Board of Directors and
      MARSHALL THOMSEN shall appoint one director as proposed by CGCC
      to its Board of Directors.

	 	 
	20. 	
      The present Management of MARSHALL THOMSEN shall
      remain on the Board of MARSHALL THOMSEN and shall continue to
  manage MARSHALL THOMSEN in the best interest of MARSHALL THOMSEN and CGCC.

	 	 
	21. 	
      CGCC shall within three months from closing
      establish an Employee Option Program.

	 	 
	22. 	
      This Agreement is denominated in U.S. dollars.

	 	 
	23. 	
      The closing date shall be on July 31, 2014, which shall
      be the date from which on forward all business transactions by MARSHALL
      THOMSEN shall be done as the Subsidiary of CGCC.

	 	 
	24. 	
      Communications between the parties to this Agreement
      shall be done via email, whereby such email documents shall be deemed
      legal and binding if and when confirmed by both parties whereby hardcopies
      of any document shall be provided if an when requested by the parties to
      this Agreement:



	 	Email: 	CGCC email to: CGCC@canyongoldexploration.com 
	 	  	MARSHALL THOMSEN email to: Tthomsen14@hotmail.com 


 





	25. 	
      CGCC and MARSHALL THOMSEN shall do and
      execute all such acts as are deemed necessary under the laws of the State
      of Delaware and as required under the Rules and Regulations of the US SEC
      to fully execute this Agreement.

	 	 
	26. 	
      If any provision of this Agreement is held to be illegal,
      invalid or unenforceable, such provision shall be fully severable and this
      Agreement shall be continued and enforced as if such illegal, invalid or
      unenforceable provision were never a part hereof and in lieu of such
      provision, there shall be added automatically as part of this Agreement a
      provision as similar in terms to such illegal, invalid or unenforceable
      provision as may be possible to make such provision legal, valid and
      enforceable.

	 	 
	26 	
      This Agreement is being executed without the benefit of
      legal counsel, provided however, the parties to this Agreement may at
      their cost submit this Agreement to legal counsel for revision to give it
      proper and legal effect, provided however, the content and spirit of the
      Agreement shall be not be changed and provided that such revision shall be
      done on or before 45 days from date of this Agreement.

	 	 
	27 	
      Each party to this Agreement agrees to do all such other
      actions and execute such other documents deemed necessary to give full
      effect to this Agreement.

	 	 
	28 	
      This Agreement shall enure to the benefit and be binding
      upon the parties hereto and their respective heirs, executors,
      administrators, successors, associates and assigns.

	 	 
	29 	
      This Agreement shall be governed by and construed in
      accordance with the Laws of the State of Delaware with place of
      Jurisdiction being Salt Lake County, Utah.



IN WITNESS WHEREOF, the parties hereto executed this
Agreement as of the 21st day of May, 2014. 

Canyon Gold Corp. 
 
_______________________________ 
Delbert G. Blewett, President
& CEO 



	MARSHALL THOMSEN LTD.  	 	SELLER 
		 	
	Tom Thomsen, President 	 	Tom Thomsen