Exhibit 10.1


 


OPTION
AGREEMENT 


 


This
option agreement (this “Agreement”) is entered into this 18th day of May, 2015 by and between:


 


EASTFIELD
RESOURCES LTD., a corporation duly organized and existing under the laws of British Columbia with office address at Suite
110 – 325 Howe Street, Vancouver, BC, V6C 1Z7, Canada


 


(“EASTFIELD”);


 


and


 


RISE
RESOURCES INC., a corporation duly organized and existing under the laws of the State of Nevada, USA, with office address
at Suite 700 – 510 West Hastings Street, Vancouver, BC, V6B 1L8, Canada


 


(“RISE”);


 


WITNESSETH:


 


WHEREAS,
EASTFIELD owns a 91.1% interest in the Indata property located in the Omineca Mining Division, British Columbia,
consisting of 18 claims, and which is more specifically
described in Appendix “A” (the “Property”); and


 


WHEREAS,
EASTFIELD has an existing agreement with IMPERIAL METALS INC. (“IMPERIAL”) where by virtue of such agreement
IMPERIAL owns the remaining 8.9% interest in the Property; and


 


WHEREAS,
RISE desires to earn up to a 75% interest in the Property from EASTFIELD;


 


NOW,
THEREFORE, for and in consideration of the foregoing premises and the mutual covenants and conditions hereinafter set forth,
EASTFIELD and RISE (individually, a “Party” or collectively, the “Parties”) hereby agree
as follows:


 


		1.	Grant
of 60% Option. EASTFIELD hereby grants to RISE the exclusive and irrevocable option to earn a 60% undivided interest in the
Property (the “60% Option”) by:



 


		a.	making
the cash payments to EASTFIELD as set out in Table 1 below on or before the relevant completion date; and



 


		b.	subject
to clause 3, satisfying the exploration expenditure (the “Expenditure”) set out in Table 1 below on or before
the relevant completion date. The sum of the foregoing cash payments and Expenditure comprise the “60% Option Price”.





    	 



    	 



    



Table
1


 


	Completion Date	 	Cash Payment
 ($)	 	 	Exploration
 Expenditure
 ($)	 	 	% Interest
 Earned	 
	October 3, 2015	 	20,000 plus completion of NI 43-101 technical report on the Property	 	 	 	-	 	 	 	-	 
	April 3, 2016	 	 	30,000	 	 	 	50,000	 	 	 	-	 
	April 3, 2017	 	 	100,000	 	 	 	200,000	 	 	 	-	 
	April 3, 2018	 	 	100,000	 	 	 	250,000	 	 	 	-	 
	April 3, 2019	 	 	100,000	 	 	 	1,500,000	 	 	 	60	 
	Total	 	 	350,000	 	 	 	2,000,000	 	 	 	60	 



 


		2.	Grant
of Additional 15% Option. Upon RISE exercising the 60% Option, RISE shall have the exclusive and irrevocable option to earn
an additional 15% undivided interest in the Property (the “15% Option”) by:



 


		a.	making
the cash payments to EASTFIELD as set out in Table 2 below on or before the relevant completion date; and



 


		b.	subject
to clause 3, satisfying the Expenditure set out in the Table 2 below and completing a feasibility study in accordance with industry
standards. The sum of the foregoing cash payments, Expenditure and completion of a feasibility study comprise the “15%
Option Price”.



 


Table
2


 


	Completion Date	 	Cash
 Payment
 ($)	 	 	Exploration
 Expenditure
 ($)	 	Additional
 % Interest
 Earned
	Within 90 days of exercising the 60% Option	 	 	100,000	 	 	-	 	-
	Completion of feasibility study	 	 	-	 	 	$500,000 per year until completion	 	15
	Total	 	 	100,000	 	 	 	 	15



 


		3.	Expenditure
Commitments and Shortfall Payments. Each Expenditure for both the 60% Option and the 15% Option calls for RISE to contribute,
at a minimum, the amount indicated in Table 1 and Table 2 in respect of the Property on or before the relevant completion date.
If RISE fails to satisfy an Expenditure on or before such date, RISE may, in its sole discretion, pay to EASTFIELD the corresponding
shortfall amount (being the difference between the relevant Expenditure and the Qualifying Expenses at that time) within 20 business
days of the relevant completion date. Any Qualifying Expenses incurred in excess of Expenditure in both the 60% Option and the
15% Option will be







    	 



    	 



    

		 	rolled
over and applied towards satisfying the next or succeeding Expenditure requirements.



 


		4.	Option
Period, Withdrawal and Termination. The “Option Period” shall commence on April 28, 2015 and end on the
earlier of the date RISE exercises the 15% Option or the date this Agreement is terminated. This Agreement may be terminated as
follows:



 


		a.	by
EASTFIELD sending a notice to RISE if RISE fails to make a cash payment or satisfy an Expenditure on the relevant completion date,
and such cash payment or Expenditure remains outstanding for a period of 10 calendar days;



 


		b.	by
RISE sending a notice to EASTFIELD that it has elected to terminate this Agreement upon 10 business days’ notice.



 


		5.	Exercise
of Option. Within 10 business days of exercising the 60% Option or 15% Option, as applicable, EASTFIELD shall deliver to RISE
all registerable instruments of transfer executed by EASTFIELD as transferor of the corresponding percentage interest in the Property
in favour of RISE as transferee, together with anything reasonably required by RISE to give full effect to the transfer of the
interest.



 


		6.	Exploration
Report. On at least an annual basis, RISE will provide to EASTFIELD a report summarising the results of its Exploration on
the Property and access to all new information regarding the Property developed or obtained by RISE during the period covered
by such report.



 


		7.	Access
Rights. During the Option Period, RISE and its Personnel shall have the exclusive licence to enter the Property and conduct
operations thereon and RISE may exercise any and all of EASTFIELD’s rights as the legal and beneficial owner of the Property.
RISE has complete discretion as to the nature, timing, method and conduct of all operations. RISE may access all business and
confidential information in EASTFIELD’s possession, custody and control, which relate to the Property. RISE may, at its
cost, sample any of EASTFIELD’s existing core samples and corresponding pulp samples for assay purposes.



 


		8.	Marketing
Rights. Subject to this clause 8, during the Option Period EASTFIELD and any person interested in acquiring all or a portion
of EASTFIELD’s remaining interest in the Property (an “Interested Party”) may enter the Property and
access all of EASTFIELD’s existing data on the Property and any new information which RISE has provided to EASTFIELD regarding
the Property. Prior to receiving any information and entering the Property, any Interested Party shall execute a confidentiality
agreement with EASTFIELD in form and substance acceptable to RISE, acting reasonably. Among other things, this agreement
will require the Interested Party to:



 


		a.	keep
confidential all information disclosed to it by EASTFIELD and which it developed in connection with evaluating EASTFIELD’s
interest in the Property;



 


		b.	only
use such information for the limited purpose of evaluating the desirability of acquiring EASTFIELD’s interest in the Property;





    	 



    	 



    


		c.	not
acquire any interest in any exploration or mining property or claim within two (2) kilometres of the Property for a period of
24 months; and



 


		d.	provide
RISE a copy of any report or reports generated from the Interested Party’s review of the Property or any data or information
obtained from EASTFIELD.



 


For
greater clarity, EASTFIELD’s interest in the Property for the purposes of this clause 8 does not include that percentage
of the Property subject to a valid Option in favour of RISE.


 


		9.	Exploration
Rights. During the Option Period, RISE will, in exercising its rights to the extent that they relate to its operations on
the Property:



 


		a.	comply
with the Mines Act (British Columbia), the Mineral Tenure Act (British Columbia), and any other laws dealing with
miners and the Exploration for and mining of minerals;



 


		b.	keep
the Property in good standing; and



 


		c.	use
all reasonable endeavours to have its Exploration operations recorded for assessment credit against the Property to the fullest
possible extent.



 


		10.	Joint
Venture Agreement. Upon the exercise the 60% Option, the Parties and IMPERIAL shall execute a joint venture agreement (“JVA”)
on industry acceptable terms including, but not limited to, the following, and use the services of a recognized arbitrator of
the Province of British Columbia in connection therewith if necessary. At this point in time, RISE will own a 60% interest in
the Property while EASTFIELD and IMPERIAL combined will own the remaining 40% interest. Following the execution of the JVA and
provided that RISE has yet to exercise the 15% Option, the interest of each party will be adjusted from time to time by the contribution
of a party divided by the total contributions of all parties with the initial contribution of RISE being deemed to be $2,000,000
and that of EASTFIELD and IMPERIAL combined being deemed to be $1,333,333. The foregoing adjustment mechanism shall specifically
exclude any payment made by RISE to EASTFIELD in connection with the exercise of the 15% Option. The JVA shall be governed by
the laws of the Province of British Columbia.



 


		11.	Joint
Venture Company. Upon the exercise of the 15% Option, the Parties and IMPERIAL shall form a joint venture company (“JVC”)
that will own and operate the Property. Provided that the interest of the parties has not been adjusted in accordance with clause
10, the JVC will initially be 75% owned by RISE with EASTFIELD and IMPERIAL combined owning the remaining 25%. After the formation
of the JVC, each party will contribute to its share to fund operations on the Property commensurate to such party’s interest
in the Property. If one party does not contribute its interest in the Property will be reduced pro-rata.



 


		12.	Management.



 


		a.	For
the duration of the Option Period, the Parties will form a management




    	 



    	 



    

		 	committee
(the “Management Committee”) consisting of one representative from RISE, who shall act as Chairman, and one
representative from EASTFIELD. The Management Committee shall be responsible for making any and all exploration and development
decisions regarding the Property, including approving all work programs and budgets. During the Option Period, all decisions of
the Management Committee shall be determined by a simple majority vote (through a show of hands) and if there is an equality of
votes on a matter before the Management Committee, the Chairman shall have a further and deciding vote. Following the execution
of the JVA, the Management Committee will continue to exist with all decisions being determined by a simple majority vote but
with each representative having the number of votes commensurate with the interest of the relevant party in the Property at such
time. The Management Committee will cease to exist once the JVC is formed.



 


		b.	If
at any time during the Option Period, RISE requires the assistance of third party contractors in conducting any Exploration, RISE
agrees to consider using persons associated with EASTFIELD for such work provided RISE is satisfied that:



 


		i.	such
persons have demonstrable competence in the areas of work which RISE requires to be performed; and



 


		ii.	the
terms on which the work will be provided (including the costs or rates proposed to be charged) by such persons (i) are no less
favourable than those which RISE could otherwise obtain from a similarly qualified and experienced contractor; and (ii) otherwise
reflect prevailing market terms and rates.



 


		c.	RISE
may terminate its role as the operator on the Property upon providing EASTFIELD with 20 business days’ written notice.



 


		d.	RISE
may not exceed any work program and budget approved by the Management Committee by more than 10% except with the Management Committee’s
prior approval or in a defensible emergency.



 


		e.	During
the Option Period, each Party will indemnify and hold harmless the other Party and its Personnel from and against all Claims and
Liabilities incurred in connection with or in relation to its role as operator on the Property, save and except for those Claims
and Liabilities which arise as a result of the Gross Negligence or Wilful Misconduct of a Party or its Personnel.



 


		13.	Liability.
Each Party agrees that neither shall be, in any circumstances, liable to the other Party for any indirect or consequential
loss (including loss of profits, revenues, business opportunity and the like), howsoever arising; and releases the other from
all Claims for indirect or consequential loss arising under, or in respect of, this Agreement.



 


		14.	Representations,
Warranties and Covenants of the Parties.





    	 



    	 



    


Each
Party hereby represents and warrants to the other Party that, as of the date of this Agreement:


 


		a.	it
is a body corporate duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation;



 


		b.	it
is not currently in default of any agreement or obligation material to it or to its operations;



 


		c.	no
proceedings are pending and it is not aware of any basis for the institution of any proceedings leading to the dissolution or
winding-up of such Party or the placing of such Party into bankruptcy or subjecting such Party to any other laws governing insolvent
persons;



 


		d.	it
has full power and authority to carry on its business and to execute this Agreement, and the person executing or accepting this
Agreement on its behalf is fully authorized to do so;



 


		e.	neither
the execution, delivery or acceptance of this Agreement nor the consummation of the transactions hereby contemplated will conflict
with, result in the breach of or accelerate the performance required by any agreement to which it is a party or require any permit
or approval from any governmental authority or stock exchange, other than as contemplated herein;



 


		f.	neither
the execution, delivery or acceptance of this Agreement violates or results in the breach of the laws of any jurisdiction applicable
or pertaining to a Party or of its organizational documents;



 


		g.	all
corporate authorizations have been obtained for the execution or acceptance of this Agreement and for the performance of its obligations
hereunder;



 


		h.	the
covenants contained in this Agreement by a Party constitute legal, valid and binding obligations of such Party, enforceable against
it in accordance with its terms, subject to the usual qualifications with respect to bankruptcy and the availability of equitable
remedies being within the discretion of a court;



 


		15.	Representations,
Warranties and Covenants of EASTFIELD.



 


EASTFIELD
hereby represents and warrants to RISE that, as of the date of this Agreement and as of the date an Option is exercised, if applicable:


 


		a.	the
Property is free from any Encumbrances except as described herein;



 


		b.	EASTFIELD
is the registered holder and beneficial owner of a 91.1% interest in the Property and has the ability to grant to the 60% Option
and 15% Option to RISE;





    	 



    	 



    


		c.	the
Property is in good standing and not liable to forfeiture and EASTFIELD is not aware of any facts or circumstances which might
give rise to a breach this Agreement or render any of the claims comprising the Property liable to forfeiture;



 


		d.	there
are no Claims by or before any Governmental Agency now pending or threatened against or affecting the Property which would affect
the validity of this Agreement or EASTFIELD’s right to grant the Options;



 


		e.	so
far as EASTFIELD is aware, there is no fact or matter which might prejudice the continuance or renewal, or result in the revocation
or variation in any material respect, of any Authorisation relating to the Property;



 


		f.	no
event has, so far as EASTFIELD is aware, occurred and no fact or circumstance exists which with the giving of notice or lapse
of time, or both, would cause EASTFIELD to be in breach of any Authorisation or environmental law relating to the Property;



 


		g.	all
Authorisations relating to the Property are in full force and effect in all material respects and have been complied with in all
material respects;



 


		h.	there
are no outstanding Claims affecting the Property, nor have any Claims been threatened, nor is EASTFIELD aware of any facts or
circumstances which might give rise to any such Claims;



 


		i.	there
are no current or potential environmental Liabilities of which EASTFIELD is aware which have not been disclosed to RISE;



 


		j.	EASTFIELD
has disclosed to RISE all information known to EASTFIELD relating to the Property necessary for RISE to make an informed assessment
of the Property and which is material for disclosure to a prospective purchaser of an interest in the Property; and



 


		k.	EASTFIELD
acknowledges that RISE is entering into this Agreement in reliance on these representations and warranties, and that each such
representation or warranty is separate and independent and not limited or restricted by any other representation, warranty or
provision of this Agreement.



 


		16.	Definitions.
In addition to the terms defined throughout this Agreement, in the this Agreement the following terms shall have the following
meanings:



 


		a.	“Authorisations”
includes any authorisation, approval, agreement, indemnity, guarantee, consent, licence, permit, franchise, permission, filing,
registration, resolution, direction, declaration or exemption from any Governmental Agency or third party; and in relation to
anything which will be prohibited or restricted in whole or in part by law if a Governmental Agency intervenes or acts in a manner
within a specified period after notification to it, the expiry of that period without intervention or action by the relevant Governmental
Agency, which are necessary




    	 



    	 



    

		 	or
desirable for the conduct of the relevant activity, enterprise or undertaking;



 


		b.	“Claim”
means any claim, notice, demand, action, proceeding, litigation, investigation or judgment whether based in contract, tort, and
statute or otherwise;



 


		c.	“Encumbrance”
means any: (a) security interest; (b) right of first refusal or first offer, option, claim or contractual restriction; (c) any
Right to Use, royalty (other than royalties to any Governmental Agency), caveat or other encumbrance; and includes any agreement
to grant or create any of the foregoing or allow them to exist;



 


		d.	“Exploration”
means all activities aimed at the discovery, location and delineation of minerals including assessments, data review and analysis,
sampling, aeromagnetic and geophysical surveys, assays, metallurgical work, carrying out pre-feasibility studies and feasibility
studies, drilling, maintenance and administration of the Property and field offices/sites;



 


		e.	“Governmental
Agency” means any government or any governmental, semi-governmental, administrative, fiscal or judicial body, department,
commission, authority, tribunal, agency or entity in Canada (whether federal, provincial, or local);



 


		f.	“Gross
Negligence” means such wanton and reckless conduct as constitutes an utter disregard for the harmful, foreseeable and
avoidable consequences which result from that conduct;



 


		g.	“Liabilities”
mean all liabilities, losses, damages, outgoings, costs and expenses of whatever description;



 


		h.	“Option
Period” has the meaning given to that term in clause 4;



 


		i.	“Option”
means, as the case may be, either the 60% Option or the 15% Option;



 


		j.	“Personnel”
means all directors, officers, employees, agents, contractors and sub-contractors of the relevant person;



 


		k.	“Qualifying
Expenses” means the minimum expenses required to be incurred on the Property by the government of British Columbia to
maintain the Property in good standing and without penalty or the risk of being taken away or the rights cancelled;



 


		l.	“Wilful
Misconduct” means an act or omission that is a reckless and intentional disregard of: (a) any provision of this Agreement;
(b) any adopted Program and Budget, except in the case of an emergency; or (c) any law required to be observed in connection with
operations on the Property; but does not include any error of judgement or mistake made by either Party or any of its Personnel
in the exercise, in good faith, of any function, authority or discretion conferred upon that Party.





    	 



    	 



    


		m.	In
this Agreement, except where the context otherwise requires:



 


		i.	the
singular includes the plural and vice versa, and a gender includes other genders;



 


		ii.	another
grammatical form of a defined word or expression has a corresponding meaning;



 


		iii.	a
reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, this Agreement,
and a reference to this Agreement includes any schedule or annexure;



 


		iv.	a
reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time
to time;



 


		v.	a
reference to C$, $C, CAD, dollar or $ is to Canadian currency;



 


		vi.	business
day means a day that is not a Saturday, Sunday, public holiday or bank holiday in Vancouver, British Columbia, business
hours means from 9.00 a.m. to 5.00 p.m. on a business day and a reference to time is to Vancouver, British Columbian time;



 


		vii.	a
reference to a Party is to a party to this Agreement, and a reference to a party to a document includes the party’s executors,
administrators, successors and permitted assigns and substitutes;



 


		viii.	a
reference to a person includes a natural person, partnership, body corporate, joint venture, association, governmental or local
authority or agency or other entity;



 


		ix.	a
reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments,
re-enactments or replacements of any of them;



 


		x.	the
meaning of general words is not limited by specific examples introduced by “including”, “for example”
or similar expressions;



 


		xi.	a
rule of construction does not apply to the disadvantage of a Party because the Party was responsible for the preparation of this
agreement or any part of it;



 


		xii.	if
a day on or by which an obligation must be performed or an event must occur is not a business day, the obligation must be performed
or the event must occur on or by the next business day;



 


		xiii.	a
reference to a mineral property means the mineral property referred to and includes any other mineral property applied for, created
or granted by




    	 



    	 



    

		 	way
of conversion, reversion or substitution over a greater or lesser area from time to time or effecting any addition, amendment,
extension or variation to that mineral property; and



 


		xiv.	headings
are for ease of reference only and do not affect interpretation.



 


		17.	Governing
Law. This Agreement will be interpreted and enforced in accordance with the laws of the Province of British Columbia and each
Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of British Columbia.



 


		18.	News
Release. Unless otherwise required by law or the rules and regulations of any regulatory authority or stock exchange having
jurisdiction, the Parties will consult with each other prior to issuing any press release, or making or filing any other statement
(collectively, a “Release”) to a non-Party (including a Governmental Agency or exchange authority) regarding
this Agreement or activities thereon, and the disclosing Party shall advise the other Party of the text of the proposed Release.
The disclosing Party will provide the other Party with a reasonable opportunity (not less than two (2) Business Days) to comment
on the Release and will incorporate the other Party’s reasonable changes to the Release before the Release is issued, made
or filed. Notwithstanding the foregoing, where a Party requests input or consent from the other Party as to any Release, and the
other Party has not responded to such request within two (2) Business Days, then the Party proposing the Release will be entitled
to proceed with its Release as if it had received input or consent from the other Party.



 


		19.	Notices.
Any notice, direction, objection, consent, request, approval, demand or other communication permitted or required to be given
hereunder, shall be in writing and, if courier service, shall be deemed to have been given and received on the day it is delivered
if delivered during normal business hours and, if sent by electronic transmission, shall be deemed to have been given and received
on the day it is so sent if sent during normal business hours or on the next following business day if delivered or sent outside
of normal business hours. Notices in each case shall be addressed as follows:



 


		a.	If
to EASTFIELD:



 


110
– 325 Howe Street

Vancouver, BC V6C 1Z7

Email: jwmorton@eastfieldgroup.com


 


		b.	If
to RISE:



 


700
– 510 West Hastings Street

Vancouver, BC V6B 1L8

Email: fred@skanderbegcapital.com


 


Either
Party may give, at any time, notice in writing to the other Party of any change of address of the Party giving such notice and,
from and after the giving of such notice, the address or addresses therein specified shall be deemed to be the address of such
Party for 



    	 



    	 



    

purposes of giving notice hereunder.


 


		20.	Assignment.
This rights and obligations created by this Agreement are not assignable by either Party without the prior written consent
of the other Party, except that RISE may assign any such rights and obligations to an affiliate of RISE without obtaining prior
approval from EASTFIELD.



 


		21.	Amendment.
This Agreement may not be amended except by an instrument in writing signed by the Parties.



 


		22.	Entire
Agreement. This Agreement constitutes the entire understanding, contract and agreement between the parties hereto with respect
to the subject matter of this Agreement and supersedes all prior oral or written understandings, agreements or contracts, formal
or informal, between the parties hereto or their representatives with respect thereto.



 


		23.	Counterparts.
This Agreement may be executed and delivered in counterparts and by electronic transmission, each of which when so executed
shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.



 


IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.


 


	EASTFIELD
    RESOURCES LTD.	 	RISE
    RESOURCES INC.
	 	 	 
	Per:  	/s/
    J.W. Morton		Per:  	/s/
    Fred Tejada
	 	 	 
	J.
    W. MORTON,	 	FRED
    TEJADA,
	Chief
    Executive Officer	 	Chief
    Executive Officer



    	 



    	 



    

APPENDIX
A


 


LIST
OF MINING CLAIMS


 


	Claim Name	 	Record No.	 	Area (Hectares)	 	 	Expiry Date
	Indata 2	 	239379	 	 	375	 	 	18-Oct-19
	Indata 3	 	240192	 	 	500	 	 	18-Oct-19
	Schnapps 1	 	238722	 	 	500	 	 	18-Oct-19
	Schnapps 2	 	238723	 	 	500	 	 	14-Nov-19
	Schnapps 3	 	238859	 	 	200	 	 	20-Oct-19
	Schnapps 4	 	238860	 	 	250	 	 	18-Oct-19
	Schnapps 5	 	238893	 	 	100	 	 	18-Oct-19
	Schnapps 6	 	362575	 	 	25	 	 	31-Dec-18
	IN-6	 	362576	 	 	25	 	 	31-Dec-18
	IN-7	 	362577	 	 	25	 	 	31-Dec-18
	IN-8	 	362578	 	 	25	 	 	31-Dec-18
	IN-9	 	362579	 	 	25	 	 	31-Dec-18
	IN-10	 	362582	 	 	25	 	 	31-Dec-18
	IN-11	 	362583	 	 	25	 	 	20-Dec-18
	Limestone	 	753222	 	 	441.33	 	 	20-Apr-18
	Triangle A	 	941109	 	 	55.15	 	 	16-Jan-18
	Triangle B	 	941110	 	 	55.17	 	 	16-Jan-18
	Triangle C	 	941111	 	 	18.38	 	 	16-Jan-18
	Total	 	 	 	 	3,170.03