fsb2ex10i_goldvale.htm


    THIS
      PURCHASE AGREEMENT BETWEEN:

     

    


    GOLDVALE
      RESOURCES INC.

    #2006
–
      3070 Guildford Way

    Coquitlam,
      BC

    V3B
      7R8

    Attention:  Steve
      Merry

     

    and

     

    ANA
      SIMPSON

    1201
–
      1188 Quebec Street

    Vancouver,
      BC

    V6A
      4B3

    


     

    RE:  SALE
      AND ACQUISITION OF MINERAL CLAIMS,

     

    NORTH-CENTRAL
      BRITISH COLUMBIA, CANADA

     

    The
      following terms and conditions are applicable for the sale of 2 mineral claims
      200 km northeast of Smithers, British Columbia, Canada by Ana Simpson
      (herein after referred to as “RS”) to Goldvale Resources Inc. (herein after
      referred to as “GVR”). Both RS and GVR agree to the following:

     

    
      	
              a)

            	
              RS
                will transfer title to the mineral claims listed in Exhibit “A” and
                outlined in Exhibit “B” to GVR within 30 days of this agreement. These
                claims will   be contiguous hard rock mineral claims
                covering over 850 hectares.

            


    

     

    
      	
              b)

            	
              RS
                will provide to GVR within 30 days of this agreement a geological
                report
                summarizing the mineral claims, particulars of recent sampling and
                geological investigation, copies of all records, a budget for further
                work
                and recommendations, and all other information and material relevant
                to a
                geological report requisite for filing with the regulatory
                bodies.

            


    

     

    
      	
              c)

            	
              RS
                will ensure that the claims shall be maintained in good standing
                for up to
                24 months from the date of claim recording and can provide geological
                consulting services for the claims.

            


    

     

    
      	
              d)  

            	
              RS
                shall sell 100% (one hundred percent)  interest in the claims to
                GVR subject to a 21⁄2% Net Smelter Royalty (NSR) a total of
                $25,000.00.  11⁄2% of the NSR can be acquired for $1.0 million
                within 12 months from commencement of commercial
                production.  Advance royalties of $20,000 shall be paid annually
                commencing January 17, 2010.

            


    

     

    
      	
              e)  

            	
              If
                GVR fails to make the advance royalty payments on the 5 year anniversary
                of the claims, as described in (d) above, then GVR agrees to transfer
                ownership of the subject mining claims to RS within no less than
                a 10 day
                period.

            


    

     

    GVR
      shall:

     

    
      	
              i)

            	
              Pay
                $55,000 to RS on or before May 15, 2006 and a further $20,000 on
                or before
                May 15, 2009.

            


    

     

    
      	
              ii)

            	
              Provide
                the name and number of an individual or corporate Free Miner Certificate
                to transfer the claims into.

            


    

     

    By
      signature witnessed below, the undersigned hereby acknowledge that they have
      read and understood and agree to the aforementioned terms.

     

    Dated
      at
      Vancouver, British Columbia, Canada this 26th day of April, 2006.

     

    _______________________________                                                             _____________________________

    per
      Goldvale Resources
      Inc.                                                                                   
Ana Simpson

    


    Witness                                                                                                                      Witness

    


    _____________________________                                                                  _____________________________

    


    _____________________________                                                                  _____________________________

    Print
      name                                                                                                                  
Print Name

     

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    Footnotes
      to Agreement

     

    
      	
              1)

            	
              All
                dollar figures are denoted in the currency of the United States of
                America.

            


    

    


    
      	
              2)

            	
              The
                total to be paid by GVR to RS or third parties  for the claims
                is $75,000 inclusive of assessment.

            


    

    


    
      	
              3)

            	
              To
                maintain claims in British Columbia annual assessment work is required
                of
                $0.40 per hectare in year 1-3 per claim, followed by $0.80 per hectare
                thereafter.  There is a filing fee of $10 per $100 expended per
                claim.

            


    

    


    4)           
      Attached are definitions of NSR.

    


     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

     

    Advance
      Royalty Payments means from time to time payments to the Optionor by
      the Optionee before Commencement of Commercial Production of
      Minerals.

     

    Commencement
      of Commercial Production, with respect to Minerals or Rock, as the case
      may be, means:

     

    
      	
              (a)  

            	
              if
                a mill is located on the subject property, the last day of a period
                of
                forty (40) consecutive days in which, for not less than thirty (30)
                days,
                the mill processed Mineral or Rock from the Property at 60% of its
                rated
                capacity; or

            


    

     

    
      	
              (b)  

            	
              if
                no Mill is located on the Property, the last day of the first period
                of
                thirty (30) consecutive days during which Mineral or Rock has been
                shipped
                from the Property on a reasonably regular basis for the purpose of
                earning
                revenues; or

            


    

     

    
      	
              (c)  

            	
              with
                respect to Rock, following the 30th day of extraction for commercial
                use.

            


    

     

    No
      period
      of time during which ore or concentrate is shipped from the Property for testing
      purposes or during which milling operations are undertaken as initial tune-up
      will be taken into account in determining the date of Commencement of Commercial
      Production.

     

    Gross
      Rock Revenue means, for any period, the gross proceeds received by the
      Optionee in that period from the sale of Rock produced from the Property less
      any treatment, beneficiation or other changes or penalties deducted by the
      purchase to whom such Rock is shipped, less:

     

    
      	
              (a)  

            	
              all
                costs of the Optionee associated with such sales involving handling,
                weighing, sampling, determination of water content, insuring, packaging
                and transporting Rock;

            


    

     

    
      	
              (b)  

            	
              the
                costs of marketing, including rebates or allowances made or given;
                and

            


    

     

    
      	
              (c)  

            	
              any
                sales, severance, gross production, privilege or similar taxes (other
                than
                income taxes or mining taxes based on
                income).

            


    

     

    Minerals
      means the ores or concentrates of minerals, as that term is defined
      in
      the Mineral Tenure Act (British Columbia), and the rock that is part of such
      ores and concentrates sold by the Optionee.

     

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    Net
      Smelter Return means, for any period the difference
      between:

     

    (a)           the
      sum of:

     

    
      	
              (i)  

            	
              the
                gross proceeds received by the Optionee in that period from the sale
                of
                Minerals produced from the property to a party that is arm’s length to the
                Optionee, or that would have been received by the Optionee if the
                purchase
                of the Minerals were at arm’s length to the Optionee;
                and

            


    

     

    
      	
              (ii)  

            	
              in
                the case of the sale of Minerals that are ores that have not been
                processed in a Mill, the estimated cost that would have been incurred
                in
                crushing and beneficiating such Minerals in a Mill as agreed by the
                parties or otherwise determined by a competent mining or metallurgical
                engineer;

            


    

     

    and

     

    (b)           the
      sum of:

     

    
      	
              (i)  

            	
              all
                amounts paid on account of Advance Royalty
                Payments;

            


    

     

    
      	
              (ii)  

            	
              any
                insurance costs in connection with shipping such
                Minerals;

            


    

     

    
      	
              (iii)  

            	
              any
                costs of transport;

            


    

     

    
      	
              (iv)  

            	
              all
                costs of the Optionee associated with such sales involving handling,
                weighing, sampling, determination of water content, insuring and
                packaging;

            


    

     

    
      	
              (v)  

            	
              the
                costs of marketing, adjusted for rebates or allowance made or
                given;

            


    

     

    
      	
              (vi)  

            	
              any
                sales, severance, gross production, privilege or similar taxes (other
                than
                income taxes or mining taxes based on income) assessed on or in connection
                with the Minerals or the value thereof;
                and

            


    

     

    
      	
              (vii)  

            	
              any
                treatment, beneficiation or other charges or penalties deducted by
                any
                smelter or refinery to which such Minerals are shipped that have
                not been
                previously deducted in the computation of gross
                proceeds.

            


    

     

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

     

    Net
      Smelter Royalty means the percentage of Net Smelter Return from time to
      time payable to the Optionor after Commencement of Commercial Production from
      the sale of Minerals.

     

    Rock
      means all substances that are mined from the Property and sold by the Optionee
      that are not Minerals.

     

    Rock
      Royalty means the amount of royalty from time to time payable to the
      Optionor after Commencement of Commercial Production from the sale of Rock
      pursuant to Section 11.06.

     

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
 

     

    EXHIBIT
      A:

     

    


     

    Mineral
      Claims

     

    


     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    


     

    EXHIBIT
      B:

     

    


     

    Claim
      Map

     

     

    7