Unassociated Document


    Agreement
      of Purchase and Sale

     

    Date:
      June
      1,
      2007 (“Effective Date”)

     

    Seller: W.
      R.
      Hansen

     

    Address:
              

     

    Buyer: Aultra
      Gold, Inc., a Nevada corporation, P.O.
      Box
      1049, Jacksonville, Or. 97530

     

    Agreement

     

    Section
      1. Sale
      of
      Property.

     

    Seller
      agrees to sell to Buyer and Buyer agrees to buy from Seller for the
      consideration and on the terms and conditions set forth below the following
      described mining claims located in Humboldt County, State of Nevada, mapped
      out
      on Appendix I and described in Appendix II attached hereto, together with all
      improvements and all equipment owned by Seller located thereon (the
      Property).

     

    Section
      2. Consideration.

     

    The
      consideration for the purchase and sale of the Property shall be payable as
      follows:

     

    2.1 Reimbursement.
      As part
      of the consideration Buyer has reimbursed Seller for all staking and filing
      costs related to the Property, receipt and sufficiency of which are hereby
      acknowledged by Buyer.

     

    2.2 Transfer
      of Stock Upon Closing. Upon
      closing of this Agreement Buyer shall transfer to Seller Fifty Thousand (50,000)
      shares of stock in Buyer with a value agreed upon by the parties as Zero and
      50/100 Dollars ($0.50) per share.

     

    2.3 Transfer
      of Stock Upon Further Determination. Upon
      Buyer’s sole determination of sufficient mineralization to place the Property in
      production, Buyer shall transfer to Seller Fifty Thousand (50,000) shares of
      stock in Buyer; such determination shall be made not later than thirty (30)
      days
      following the acquisition of the last item of data for further evaluation as
      provided in paragraph 3.3 hereof.

     

    2.4 Transfer
      of Stock Upon Commencement of Production. Not
      later
      than 10 days following the date the Property is placed into development for
      production of metals, Buyer shall transfer to Seller One Hundred Thousand
      (100,000) shares of stock in Buyer.

     

    2.5 Net
      Smelter Royalty.
      As
      further consideration after the Property is placed in production,
      Buyer
      shall direct to Seller a monthly Net Smelter Royalty of Two and 00/100 Per
      Cent
      (2.00%) upon all gold, silver, copper, or other metals (the metals) produced
      and
      sold from the Property. Each royalty payment shall be paid not later than thirty
      (30) days following the last day of the month in which the metals were produced
      and sold.

     

    Section
      3. Exploration
      and Evaluation; Right to Mine; Right to Enter; Hold Harmless
      Provision.


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
    

    3.1 Exploration
      and Evaluation.
      Commencing on the Effective Date and prior to closing, Seller hereby grants
      to
      Buyer an unrestricted and absolute right of ingress and egress in and to the
      Property, and to have possession of the mining claims, for the purpose of
      Buyer’s exploring and evaluating the mining claims situated on the Property,
      including the incidental mining of ore in amounts commensurate with such
      exploration and evaluation; Buyer shall timely provide Seller with any and
      all
      information generated by Buyer’s work as it becomes available.

     

    3.2 Right
      to
      Enter.
      Seller
      shall have the right to enter on the Property at any reasonable time for the
      purpose of inspection of, among other things, possible soil and water
      contamination and metals production records, the foregoing not being an
      exclusive list, during the term of this Agreement of Purchase and Sale and
      prior
      to closing.

     

    3.3 Further
      Evaluation. Following
      closing, Buyer shall further explore and evaluate the mining claims situated
      on
      the Property, including the incidental mining of ore in amounts commensurate
      with such exploration and evaluation; Buyer shall timely provide Seller with
      any
      and all information generated by this work commitment as it becomes
      available.

     

    3.4 Hold
      Harmless Provision.
      Buyer
      shall protect, defend, and hold Seller harmless from any loss, liability, or
      damage to persons or property arising out of or related to Buyer’s activities on
      the Property or any condition of the Property during the terms of this Agreement
      of Purchase and Sale and prior to closing. If prior to closing Buyer defaults
      on
      this Agreement of Purchase and Sale and this Agreement is terminated, Buyer
      shall quitclaim title to the property to Seller free of any lien, encumbrance,
      or charge on it attributable to Buyer’s activities.

     

    Section
      4. Conveyance.

     

    Upon
      closing, Seller
      will deliver to Buyer a mining claim Quitclaim Deed, transferring all its right,
      title, and interest in and to the Property to Buyer.

     

    Section
      5. Operator.

     

    The
      operator of the mine shall be Aultra Gold, Inc., or such other operator as
      Aultra may specify from time to time.

     

    Section
      6. Liability
      Insurance.

     

    Buyer
      shall maintain public liability and property damage insurance in a responsible
      company with limits of not less than $1,000,000.00 per occurrence. Such
      insurance shall cover all risks arising directly or indirectly out of Buyer’s
      activities on or any condition of the Property whether not related to the
      occurrence caused or contributed to by Buyer’s negligence. Such policy shall be
      placed in force immediately on commencement of any work on the claims and shall
      continue in force throughout the term of this Agreement. The Insurance shall
      protect Seller and Buyer against claims of third parties.


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    Section
      7.
      Buyer’s
      Further Responsibilities with Regard to the Property.

     

    Prior
      to
      closing:

     

    7.1 Workmanlike
      Manner. All
      work
      done on the Property by Buyer shall be done in a workmanlike manner, following
      good mining practices, and at Buyer’s sole cost and expense.

     

    7.2 Waste.
      During
      the term of this Agreement, Buyer shall not commit or suffer any waste of the
      Property or any improvements thereon.

     

    7.3 Comply
      with Laws.
      During
      the term of this Agreement, Buyer shall comply with all laws, ordinances,
      regulations, directions, rules, and requirements of all governmental
      authorities.

     

    7.4 Fees;
      Taxes; Permits and Licenses. Buyer
      shall pay when payable all fees, property taxes and shall maintain in full
      force
      and effect all necessary permits and licenses.

     

    Section
      8. Assignment.

     

    Buyer
      shall retain the right to assign or sell the Property; however, such assignment,
      sale, or transfer shall not relieve Buyer from its obligations under this
      Agreement.

     

    Section
      9. Closing.

     

    9.1 Time
      and
      Place.
      Closing
      of the sale and purchase of the Property (the “Closing”) shall occur not later
      than ____________________ (the
      “Closing Date”). Closing of this agreement shall be deemed complete when both
      parties have performed their mutual obligations under paragraph 2.2 and Section
      4 hereof.

     

    9.2. Buyer
      and
      Seller shall
      bring to closing the following:

     

    a. The
      conveyance documents described in paragraph 2.2 and Section 4
      hereof;

     

    b. A
      duly
      executed affidavit certifying that Seller is not a foreign person, trust,
      partnership, or corporation in compliance with the requirements of IRC §1445;


     

    c. Such
      other
      documents and funds, as are required to close the sale and purchase of the
      Property in accordance with this Agreement.

     

    9.3 Costs.
      Buyer
      shall pay the fee for recording the conveyance documents referred to
      herein.

     

    Section
      10. Area
      of
      Mutual Interest.

     

    The
      parties hereby declare an Area of Mutual Interest (“AMI”) to exist within the
      area the boundaries of which are described by a line that is one-half (1/2)
      mile
      from the nearest point of the boundary of the claims as mapped and described
      herein. In the event Buyer produces metals
      from any claim within the AMI, Buyer shall pay the Net Smelter Royalty described
      in paragraph 2.5 on such metals as provided therein.


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      11. Notice
      of
      Abandonment of Claims.

     

    In
      the
      event Buyer desires to abandon the claims that are the subject of this Agreement
      (including claims within the AMI), Buyer shall give written notice to Seller
      of
      Buyer’s intention abandon the claims not less than ninety (90) days before the
      date of abandonment. Buyer shall maintain the claims following notice to and
      including the date of abandonment.

     

    Section
      12. Waiver.

     

    Failure
      by Seller or Buyer to enforce any right under this Agreement shall not be deemed
      to be a waiver of that right or of any other right, nor shall any waiver by
      Seller of any breach hereof be held to be a waiver of any succeeding breach,
      or
      a waiver of this non-waiver clause.

     

    Section
      13. Successors
      and Assigns.

     

    Rights,
      terms, covenants, and conditions herein contained shall be binding on and inure
      to the benefit of the heirs, successors, and assigns of Seller and
      Buyer.

     

    Section
      14. Notices.

     

    All
      notices required or permitted to be given shall be in writing and shall be
      deemed given and received on personal service or deposit in the United States
      Mail, certified or registered mail, postage prepaid, return receipt requested,
      addressed to the addresses stated above. The foregoing addresses may be changed
      by written notice, given in the same manner. Notice given in any manner other
      than the manner set forth above shall be effective when received by the party
      for whom it is intended.

     

    
      Section
        15. Representation
        and Condition of Property.

    

     

    Buyer
      certifies that this Agreement of Purchase and Sale is accepted and executed
      on
      the basis of Buyer’s own examination and personal knowledge of the Property, and
      Buyer’s opinion of the value thereof. No representation as to the quality or
      quantity of the mining claims or any other fact relating to the mining claims
      shall be deemed a material representation between the parties hereto unless
      the
      same shall be included in this Agreement in writing, and all other
      representations of whatsoever nature are hereby agreed to be immaterial and
      not
      actionable by or in favor of either party. Buyer accepts the Property on the
      basis of Buyer’s own independent investigation and inspection and not upon any
      representations made by Seller.

     

    Section
      16. Governing Law; Interpretation.

     

    This
      Agreement shall be governed by the laws of Nevada. If a court of competent
      jurisdiction holds any portion of this Agreement to be void or unenforceable
      as
      written, Seller and Buyer intend that (1) that portion of this Agreement be
      enforced to the extent permitted by law, and (2) the balance of this Agreement
      remain in full force and effect.


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    Section
      17. Time
      Is
      of the Essence.

     

    Time
      is
      of the essence of this Agreement.

     

    Section
      18. Authority
      to Execute.

     

    Each
      person executing this Agreement on behalf of Seller and Buyer, respectively,
      warrants his or her authority to do so.

     

    
      Section
        19. Integration;
        Modification and Amendments.

       

    

    This
      Agreement contains the entire agreement of the parties with respect to the
      Property and supersedes all prior written and oral negotiations and agreements
      with respect to the Property insofar as the within described mining claims
      are
      concerned. Any modifications, changes, additions, or deletions to this Agreement
      must be approved by Seller and Buyer, in writing.

     

    
      	
               Seller: 

               

               

               

            	 	 	
               Buyer:

              Autra
                Gold, Inc.

            
	/s/ W.
              R.
              Hansen	 	 	/s/ Rauno
              K.
              Perttu
	
              
W.
              R. Hansen 	 	 	
              
Rauno
              K. Perttu, President