Unassociated Document


    
      	
              CONFIDENTIAL
                LOAN AGREEMENT

            
	 	 
	
              Borrower:

            	
              Raven
                Gold Corp. (the “Company”)

            
	 	 
	
              Lender

            	
              Zander
                Investment Ltd (the “Lender”)

            
	 	
              16403
                - 87th St

            
	 	
              Osoyoos
                B.C., Canada VOH 1V2

            
	 	 
	
              Structure:

            	
              Loan
                (“LOAN”)

            
	 	 
	
              Date
                of Agreement:

            	
              May
                17, 2007 (the “Closing Date”)

            
	 	 
	
              Effective
                Date of 

            	 
	
              Agreement:

            	
              August
                11, 2006 (the “Effective Date”)

            
	 	 
	
              Principal:

            	
              $175,000
                USD

            
	 	 
	
              Period:

            	
              From
                Closing Date and until the Maturity Date (the “Term”)

            
	 	 
	
              Loan
                Due:

            	
              June
                28, 2007 (the “Maturity Date”)

            
	 	 
	
              Interest:

            	
              7%
                annually (“Interest”), to commence accruing on May 1,
                2007

            
	 	 
	
              Terms:

            	
              This
                Agreement is being entered into by the Company and the Lender in
                order to
                formalize the terms of the Loan made by the Lender to the Company
                on the
                Effective Date. The parties mutually acknowledge and agree that this
                Agreement is being entered into on the Closing Date, and that the
                Effective Date is the first date on which the Company had actual
                full
                right and legal authority to enter into, fully perform under, and
                be
                legally bound by this Agreement in accordance with its terms without
                violating the rights of any other person.

            
	 	 
	 	
              At
                the end of Term the Company shall arrange to pay the Lender principal
                plus
                Interest. Interest is calculated at 7% annually and shall commence
                accruing on May 1, 2007. At any time during the Term of this Agreement
                the
                Lender may at its discretion demand some or all of the principal
                plus owed
                interest.

            
	 	 
	
              Confidentiality:

            	
              The
                parties agree to keep this Agreement and its contents confidential
                and not
                to distribute it to, or discuss it with, any third party (other than
                the
                parties' legal and financial advisors, who shall be informed of the
                confidential nature of this document) without the prior express consent
                of
                the parties. Notwithstanding the foregoing, the Lender acknowledges
                and
                agrees that the Company shall file a Current Report on Form 8-K with
                the
                Securities and Exchange Commission (the "SEC"), upon the execution
                of this
                Agreement, setting forth the terms of this Agreement and filing a
                copy of
                this Agreement as an exhibit thereto. The Lender further acknowledges
                and
                agrees that the Company shall have the right to make any filing with
                the
                SEC or disclose the terms of this Agreement, without the prior approval
                of
                Lender if such disclosure is required by law, court order or the
                SEC rules
                or regulations.

            
	 	 
	
              The
                undersigned parties hereby represent and warrant that this term sheet
                has
                been duly authorized, executed and delivered.

            
	
               

               

               

            	 
	
              RAVEN
                GOLD CORP.

            	
              LENDER 

            
	 	 
	
              By:
                /s/
                Gary Haukeland

              
                

              

              Name:
                Gary Haukeland

            	
              By:
                /s/
                Leo Shull

              

              
                Name:
                  Leo Shull

              

            
	
              
                Title:
                  Chief Executive Officer

              

            	
              
                Title:
                  President