INVESTMENT AGREEMENT


  


This
INVESTMENT AGREEMENT (this “Agreement”) dated as of July 3, 2013 (the “Execution Date”),
by and between US COPPER INVESTMENTS LTD., with an office at 2/F Shui On Centre, 6-8 Harbour Road, Wanchai, Hong
Kong (the “Subscriber”), and AMERICAN COPPER CORP.,
a Nevada corporation, having its principal place of business at 1600 Broadway, Suite 1600, Denver, Colorado 80202 (the “Company”).



 


RECITALS:


 


WHEREAS, the parties
desire that, upon the terms and subject to the conditions contained herein, Subscriber shall invest up to Twelve and a Half
Million Dollars ($12,500,000) to purchase the Company’s common stock, $0.00001 par value per share (the “Common
Stock”), upon the Company’s election as noted below;


 


WHEREAS, such investments
will be made in reliance upon the exemption from securities registration afforded by Regulation S promulgated by the SEC under
the Securities Act of 1933, as amended (the “Securities Act”), and/or upon such other exemption from the registration
requirements of the Securities Act as may be available with respect to any or all of the investments in Common Stock to be made
hereunder.


 


NOW THEREFORE, in consideration
of the foregoing recitals, which shall be considered an integral part of this Agreement, the covenants and agreements set forth
hereafter, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company
and Subscriber hereby agree as follows:


 


ARTICLE 1 – DEFINITIONS


 


As used in this Agreement, the following
terms shall have the following meanings specified or indicated below, and such meanings shall be equally applicable to the singular
and plural forms of such defined terms:


 


“Agreement” shall mean
this Investment Agreement.


 


“Banking Day” shall
mean any day other than a Saturday, Sunday, public holiday under the laws of the State of Nevada or other day on which banking
institutions are authorized or obligated to close in Nevada.


 


“Closing Date” shall
have the meaning set forth in Section 2.4.


 


“Completion Date” shall
mean thirty-six (36) months from the Execution Date.


 


“Consent” shall mean
any permit, license, approval, consent, order, right, certificate, judgment, writ, injunction, award, determination, direction,
decree, authorization, franchise, privilege, grant, waiver, exemption and other concession or bylaw, rule or regulation.


 


“Dollar” or “$”
shall mean the currency of the United States of America.


 


“Open Period” shall
mean the period beginning on and including the date of this Agreement and ending on the Completion Date.


 






    	 



    	 



    

 


“Principal Market” shall
mean any NASDAQ stock market (www.nasdaq.com), the OTC Bulletin Board (www.otcbb.com), or any other source of stock quotes as agreed
to in writing by the parties from time to time.


 


“Put Amount” shall mean
the aggregate amount payable by Subscriber for Shares to be sold in connection with a particular Put exercised by the Company,
which amount shall be equal to the product of (a) the number of Shares to be sold upon the Closing of such Put, and (b) the Share
Price for those Shares.


 


“Put Notice” shall mean
a written notice in the form attached hereto as Exhibit A, sent to Subscriber by the Company as notice of its exercise of
a Put pursuant to the terms of this Agreement.


 


“Put Notice Date” shall
mean, with respect to a particular Put, the Trading Day immediately preceding the day on which the Company sends a Put Notice to
Subscriber for such Put, as set forth on such Put Notice. No Put Notice may be sent on a day that is not a Trading Day, and any
Put Notice sent on a day that is not a Trading Day shall be deemed to have been sent on the first Trading Day preceding the date
on which it was actually sent by the Company.


“SEC” shall mean the
U.S. Securities and Exchange Commission.


 


“Securities Act” shall
mean the Securities Act of 1933, as amended from time to time.


 


“Share” shall mean a
share of Common Stock.


 


“Share Price” as used
for a particular Put shall mean a price equal to ninety percent (90%) of the VWAP of the Common Stock for the twenty (20) Trading
Days immediately preceding the Put Notice Date for the Put Notice related to such Put.


 


“Trading Day” shall
mean a day on which the Principal Market is open for business; provided, that if the Common Stock is not listed on a Principal
Market or admitted for trading or quotation, then it shall mean a Banking Day.


 


“VWAP” shall mean the
volume weighted average of the closing price of the Common Stock over twenty (20) Trading Days, as quoted on the Principal Market;
provided, that (a) if the Common Stock is at any time no longer quoted on a Principal Market, then the VWAP may be calculated according
to a formula or method as agreed upon in writing by the Company and Subscriber to determine the fair market value of the Common
Stock, and (b) if the Company and Subscriber have not agreed in writing upon such a formula or method, then the Company may not
deliver any Put Notice unless and until there is such an agreement or the Common Stock is thereafter quoted on a Principal Market.


 


ARTICLE 2 – PURCHASE AND SALE
OF COMMON STOCK


 


Section 2.1. Purchase and Sale of Common
Stock. Subject to the terms and conditions set forth herein, during the Open Period the Company may issue and sell to Subscriber,
and Subscriber shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Twelve and a
Half Million Dollars ($12,500,000), in accordance with the provisions of this Article 2.


 






    	 



    	 



    

 


Section 2.2. Delivery of Put Notices.
The Company shall have the option, exercisable in its sole discretion and subject to the terms and conditions of this Agreement
(the “Put”), to deliver a Put Notice to Subscriber at any time during the Open Period. Any such Put Notice
shall state the number of Shares the Company intends to sell to Subscriber, along with the applicable Share Price and Put Amount
for the Shares subject to such Put, all of which shall be calculated by the Company in accordance with this Agreement. The
minimum Put Amount shall be equal to Fifty Thousand Dollars ($50,000) and the maximum Put Amount shall be equal to Two Hundred
Fifty Thousand Dollars ($250,000). Upon delivery of such a Put Notice, Subscriber has the option to purchase the number
of Shares stated in such Put Notice on the terms stated therein and according to the terms of this Agreement. The Put Notice shall
be in the form attached hereto as Exhibit A, which is incorporated herein by reference. Each Put set forth in a separate
Put Notice shall be for an aggregate Put Amount that is in an integral multiple of Fifty Thousand Dollars ($50,000); provided,
that if the Share Price for any Put would result in a fractional number of Shares using an otherwise qualifying Put Amount, then
the number of Shares shall be reduced to the next lowest whole number of Shares, and the total Put Amount for that particular Put
shall be adjusted accordingly without being deemed in violation of the requirements of this Section. The Company shall send wire
transfer instructions to Subscriber for each Put Notice. Subscriber shall sign each Put Notice and deliver it back to the Company,
after adding an eligible Closing Date in accordance with Section 2.3, at least three (3) Trading Days prior to the Closing Date
chosen by Subscriber.







 


Section 2.3. Mechanics of Purchase of
Shares by Subscriber. The purchase by Subscriber of Shares subject to a particular Put (a “Closing”) is
entirely at the discretion of the Subscriber and shall occur on a date chosen by Subscriber and set forth in the executed Put Notice
(the “Closing Date”). The Closing Date chosen by Subscriber for a particular Put shall be no later than ten
(10) Trading Days following the applicable Put Notice Date. If Subscriber fails to return a counter-signed copy of a Put Notice
that includes an eligible Closing Date within seven (7) Trading Days following the Put Notice Date, then the Closing Date for the
Put subject to such Put Notice will be the tenth (10th) Trading Day after the applicable Put Notice Date; provided, that if Subscriber
sends a written notice to the Company within such seven (7) Trading Day period stating that Subscriber does not intend to close
the Put then there will be no Closing with respect to such Put Notice. The delivery of written notice from Subscriber indicating
their intention not to close the Put will not affect the right of the Company to deliver subsequent Put Notices as contemplated
in this Agreement. On or before the applicable Closing Date for a particular Put, Subscriber shall deliver to the Company the Put
Amount to be paid for the Shares subject to such Put, according to the wire transfer instructions provided by the Company. At each
Closing, and effective as of the Closing Date, the Company shall be deemed to make the representations set forth in Section 3.1
of this Agreement, and Subscriber shall be deemed to make the representations set forth in Section 3.2 of this Agreement.


 


Section 2.4. Equity Issuance. The
Company shall issue (or cause its registrar and transfer agent to issue), within ten (10) Trading Days following the date on which
the Company receives the Purchase Price for any Put under this Agreement, the number of Shares subject to such Put and purchased
at the Share Price, as set forth in the Put Notice for such Put.


 


Section 2.5. Regulation S Exemption.
The Company has not registered the offer or sale of the Shares under the Securities Act, and it proposes to sell the Shares
to Subscriber in reliance upon an exemption under the provisions of Regulation S of the Securities Act. Accordingly, Subscriber
agrees that (a) Subscriber will not transfer or sell the Shares, except (i) in accordance with the provisions of Regulation S of
the Securities Act, (ii) pursuant to registration under the Securities Act, or (iii) pursuant to an available exemption from registration
under the Securities Act; (b) the Company will not register any transfer of the Shares that is not made (i) in accordance with
the provisions of Regulation S of the Securities Act, (ii) pursuant to registration under the Securities Act, or (iii) pursuant
to an available exemption from registration; (c) Subscriber has no right to require the Company to register the sale or the resale
of the Shares under the Securities Act; and (iv) Subscriber will not engage in hedging transactions involving the Common Stock,
except in compliance with the Securities Act.


 






    	 



    	 



    

 


Section 2.6 Use of Proceeds. The
Company shall use the net proceeds from any Put to fund operating expenses, working capital and general corporate activities related
to the exploration and development of copper and other mineral concessions, which are held by the Company and/or a subsidiary of
the Company.


 


ARTICLE 3 – REPRESENTATIONS
AND WARRANTIES


 


Section 3.1. Representations and Warranties
of the Company. The Company represents and warrants to, and agrees with, Subscriber that the following are true as of the date
hereof and as of each Closing Date:


 


(a) Organization and Corporate
Power. The Company has been duly incorporated and organized and is validly subsisting and in good standing under the laws of its
jurisdiction and has full corporate right, power and authority to enter into and perform its obligations under this Agreement and
has full corporate right, power and authority to own and operate its properties and to carry on its business.


 


(b) Conflict with Other
Instruments. The execution and delivery by the Company of this Agreement and the performance by the Company of its obligations
thereunder, do not and will not: (a) conflict with or result in a breach of any of the terms, conditions or provisions of: (i)
the Charter Documents of the Company; (ii) any law applicable to or binding on the Company; or (iii) any contractual restriction
binding on or affecting the Company or its properties the breach of which would have a material adverse effect on the Company;
or (b) result in, or require or permit: (i) the imposition of any lien on or with respect to the properties now owned or hereafter
acquired by the Company; or (ii) the acceleration of the maturity of any debt of the Company, under any contractual provision binding
on or affecting the Company.


 


(c) Consents, Official Body
Approvals. The execution and delivery of this Agreement and the performance by the Company of its obligations hereunder have been
duly authorized by all necessary action on the part of the Company, and no Consent under any applicable law and no registration,
qualification, designation, declaration or filing with any official body having jurisdiction over the Company is or was necessary
therefore. The Company has taken all necessary action to authorize the issuance of the Shares on the terms and conditions of this
Agreement. The Company possesses all Consents, in full force and effect, under any applicable law, which are necessary in connection
with the operation of its business, the nonpossession of which could reasonably be expected to have a material adverse effect on
the Company.


 


(d) Execution of Binding Obligation.
This Agreement has been duly executed and delivered by the Company and, when duly executed by the Company and delivered for value,
this Agreement will constitute legal, valid and binding obligations of the Company, enforceable against the Company, in accordance
with its terms.


 


(e) No Litigation. There are
no actions, suits or proceedings pending or, to the knowledge of the Company, after due inquiry, threatened against or affecting
the Company (nor, to the knowledge of the Company, after due inquiry, any basis therefor) before any official body having jurisdiction
over the Company which purport to or do challenge the validity or propriety of the transactions contemplated by this Agreement,
which if adversely determined could reasonably be expected to have a material adverse effect on the Company.


 






    	 



    	 



    

 


(f) Absence of Changes. Since
the date of the financial statements most recently filed by the Company with the SEC, the Company has carried on its business,
operations and affairs only in the ordinary and normal course consistent with past practice.


 


(g) Capitalization. As
of the date hereof, the authorized capital stock of the Company consists of 2,475,000,000 shares of the Common Stock, par value
$0.00001 per share, of which as of the date hereof, 69,300,000 shares are issued and outstanding,
and no shares are retired. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid
and nonassessable.


 


Section 3.2. Representations and Warranties
of Subscriber. Subscriber represents and warrants to, and agrees with, the Company that the following are true as of the date
hereof and as of each Closing Date:


 


(a) Organization and Corporate
Power. Subscriber has been duly incorporated and organized and is validly subsisting and in good standing under the laws of its
jurisdiction and has full corporate right, power and authority to enter into and perform its obligations under this Agreement and
has full corporate right, power and authority to own and operate its properties and to carry on its business. Subscriber was not
formed for the purpose of acquiring the Shares.


 


(b) Consents, Official Body
Approvals. The execution and delivery of this Agreement and the performance by Subscriber of its obligations hereunder have been
duly authorized by all necessary action on the part of Subscriber, and no Consent under any applicable law and no registration,
qualification, designation, declaration or filing with any official body having jurisdiction over Subscriber is or was necessary
therefor. Subscriber possesses all Consents, in full force and effect, under any applicable law, which are necessary in connection
with the operation of its business, the nonpossession of which could reasonably be expected to have a material adverse effect on
Subscriber.


 


(c) Execution of Binding
Obligation. This Agreement has been duly executed and delivered by Subscriber and, when duly executed by Subscriber and delivered
for value, this Agreement will constitute legal, valid and binding obligations of Subscriber, enforceable against Subscriber, in
accordance with its terms.


 


(d) Trading Activities. Subscriber’s
trading activities with respect to the Common Stock has been and shall continue to be in compliance with all applicable federal
and state securities laws, rules and regulations and the rules and regulations of any Principal Market on which the Common Stock
is listed or traded. Neither Subscriber nor its affiliates has an open short position in the Common Stock of the Company and Subscriber
shall not and will cause its affiliates not to engage in any short sale as defined in any applicable SEC or FINRA rules on any
hedging transactions with respect to the Common Stock. Without limiting the foregoing, Subscriber agrees not to engage in any naked
short transactions (or an offsetting long position) during the Commitment Period.


 


(e)  Brokers. No broker
or finder has acted for Subscriber in connection with this Agreement or the transactions contemplated thereby, and no broker or
finder is entitled to any brokerage or finder’s fees or other commission in respect of such transactions based in any way
on agreements, arrangements or understandings made by or on behalf of Subscriber.


 






    	 



    	 



    

 


(f)No Conflict.
The execution, delivery and performance of this Agreement by the Subscriber and the consummation by the Subscriber of the transactions
contemplated hereby and thereby will not result in a violation any organizational documents or other existing agreements of the
Subscriber. 


 


(g)No Short Sales. No short
sales shall be permitted by the Subscriber or its affiliates during the period commencing on the Execution Date and continuing
through the termination of this Agreement.


 


(h)Investment Representations.
Subscriber further represents and warrants as follows:


 


(i) Subscriber is purchasing the
Shares for investment purposes and not with a present view to, or for sale in connection with, a distribution thereof within the
meaning of the Securities Act or reselling or otherwise disposing of all or any portion of the Shares. Subscriber does not intend
any sale of the Shares either currently or after the passage of a fixed or determinable period of time or upon the occurrence or
non- occurrence of any predetermined event or circumstance. Subscriber has no present or contemplated agreement, undertaking, arrangement,
obligation, indebtedness or commitment providing for or which is likely to compel a disposition of the Shares. Subscriber is not
aware of any circumstances presently in existence which are likely in the future to prompt a disposition of the Shares. Subscriber
understands that it may not be able to sell or otherwise dispose of the Shares, and accordingly it might need to bear the economic
risk of this investment indefinitely.


 


(ii) The representations, warranties
and covenants of Subscriber herein are made with the intent that they be relied upon by the Company in determining the eligibility
of a purchaser of the Shares, and Subscriber agrees to indemnify the Company and its respective trustees, affiliates, shareholders,
directors, officers, partners, employees, advisors and agents against all losses, claims, costs, expenses and damages or liabilities
which any of them may suffer or incur which are caused or arise from a breach thereof. Subscriber undertakes to immediately notify
the Company at in writing of any change in any statement or other information relating to Subscriber set forth herein. Subscriber
agrees to timely make all filings required to be made by it under the Securities Act or any other applicable laws.


 


(iii) Subscriber has read, reviewed
and relied solely on the publicly available information concerning the Company and any independent investigation made by it and
its representatives, if any, and has been furnished all documents relating to the Company that Subscriber requested from the Company
and has evaluated the risks and merits associated with an investment in the Shares to its satisfaction. Subscriber has been afforded
the opportunity to ask questions of the Company’s representatives concerning the Company in making the decision to purchase
and acquire the Shares, and such questions have been answered to its satisfaction. Subscriber acknowledges that no person has been
authorized to give any information or to make any representation concerning the Company or the Shares, other than as contained
in this Agreement, and if given or made, any such other information or representation has not been relied upon as having been authorized
by the Company.


 






    	 



    	 



    

 


(iv) Subscriber understands that
no federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement
of the Shares.







 


(v) Subscriber is capable of evaluating
the merits and risks of an investment in the Shares.


 


(vi) Subscriber understands that
the sales of the Shares by the Company under this Agreement have not been registered under the Securities Act or any state securities
laws and are being offered and sold in reliance upon specific exemptions from the registration requirements of federal and state
securities laws. Subscriber covenants and agrees that it shall not transfer any of the Shares in a transaction that is not registered
under the Securities Act, unless an exemption from registration and qualification requirements is available under the Securities
Act and applicable state securities laws and the Company has received an opinion of counsel satisfactory to it stating that such
registration and qualification is not required. Subscriber understands that certificates representing the Shares will be endorsed
with the following legend in accordance with Regulation S of the Securities Act, together with any other legends reasonably required
by counsel for the Company:


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND
HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION
S PROMULGATED UNDER THE SECURITIES ACT. SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN A V AILABLE EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE SECURITIES ACT.”


 


(vii) Subscriber is not a “U.S.
person” as defined in Regulation S of the Securities Act and is not acquiring the Shares for the account or benefit of any
U.S. person. Subscriber acknowledges that Subscriber was not in the United States at the time the offer to purchase the Shares
was received. Subscriber acknowledges that the Shares are “restricted securities” within the meaning of the Securities
Act and will be issued to Subscriber in accordance with Regulation S of the Securities Act.


 


(viii) Subscriber has relied completely
on the advice of, or has consulted with, its own tax, investment, legal or other advisors and has not relied on the Company, or
any of its officers, directors, attorneys, accountants, representatives, agents, advisors for any advice. Subscriber has satisfied
itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares
or any use of this Agreement, including: (a) the legal requirements within its jurisdiction for the purchase of the Shares; (b)
any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained;
(d) the income tax and other tax consequences, if any, that may be relevant to an investment in the Shares; and (e) any restrictions
on transfer applicable to any disposition of the Shares imposed by the jurisdiction in which Subscriber is resident.


 






    	 



    	 



    

 


(ix) Subscriber understands and
acknowledges that an investment in the Shares involves a high degree of risk. Subscriber acknowledges that it has the ability to
bear the economic risk of its investment pursuant to this Agreement. Subscriber acknowledges that it is possible that Subscriber
may incur a total loss of its investment. Subscriber has adequate means of providing for Subscriber’s current needs and possible
contingencies and does not have a need for liquidity of this investment.


 


(x) None of the Shares were offered
to Subscriber through, and Subscriber is not aware of, any form of general solicitation or general advertising with respect to
this Agreement and the transactions contemplated hereby, including, without limitation: (a) any advertisement, article, notice
or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or via the Internet,
and (b) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. Subscriber
further understands that the Company is relying in part on this representation to ensure compliance with the Securities Act.


 


ARTICLE 4 – COVENANTS OF THE
COMPANY


 


Section 4.1. Affirmative Covenants.
Until the Completion Date, the Company shall:


 


		(a)	Compliance with Laws. Comply with all applicable laws, rules and ordinances, in any case where
the noncompliance with same could have a material adverse effect on the Company;



 


		(b)	Payment of Taxes and Claims. Pay and discharge before the same shall become delinquent: (i) all
taxes and assessments; and (ii) all lawful claims which, if unpaid, might become a lien upon or in respect of the Company’s
assets or properties;



 


		(c)	Maintain Title. Maintain and, as soon as reasonably practicable,
defend and take, all action necessary or advisable at any time, and from time to time, to maintain, defend, exercise or renew
its right, title and interest in and to all of its property and assets; and



 


		(d)	Further Assurances. At its cost and expense, upon request by Subscriber, duly execute and deliver,
or cause to be duly executed and delivered, to Subscriber, such further instruments and do and cause to be done such other acts
as may be necessary or proper in the reasonable opinion of Subscriber to carry out more effectually the provisions and purposes
of this Agreement.



 


ARTICLE 5 – TERMINATION


 


Section 5.1. Termination. This Agreement
shall terminate upon any of the following events:


 






    	 



    	 



    

 


		(a)	When the Subscriber has purchased an aggregate of Twelve and a Half Million Dollars ($12,500,000)
in the Common Stock pursuant to this Agreement; or



 


		(b)	Upon the Completion Date.



 


ARTICLE 6 – MISCELLANEOUS


 


Section 6.1. Notices. All notices,
requests, demands, directions and communications by one party to the other shall be sent by hand delivery or registered mail or
fax, and shall be effective when hand delivered or when delivered by the relevant postal service or when faxed and confirmed, as
the case may be. All such notices shall be addressed to the President of the notified party at its address given on the signature
page of this Agreement, or in accordance with any unrevoked written direction from such party to the other party.


 


Section 6.2. No Waiver; Remedies. No
failure on the part of Subscriber or the Company to exercise, and no delay in exercising, any right under this Agreement shall
operate as a waiver thereof. The remedies herein provided are cumulative and not exclusive of any remedies provided by applicable
law.









Section 6.3. Entire Agreement; Successors and Assigns. This Agreement represents the entire agreement of the parties hereto
relating to the subject matter hereof and there are no representations, covenants or other agreements relating to the subject matter
hereof except as stated or referred to herein. This Agreement shall inure to the benefit of and bind the parties hereto and their
respective successors and assigns. The Company shall not have the right to assign its rights hereunder or any interest herein without
the prior written consent of Subscriber, which consent may be arbitrarily withheld. Subscriber may not sell, transfer, assign,
participate, syndicate or negotiate to one or more third parties, in whole or in part, the Commitment and its rights under this
Agreement, without the prior written consent of the Company, which consent may not be arbitrarily withheld. The covenants, representations
and warranties contained herein shall survive the closing of the transactions contemplated hereby.


 


Section 6.4. Severability. If one
or more provisions of this Agreement be or become invalid, or unenforceable in whole or in part in any jurisdiction, the validity
of the remaining provisions of this Agreement shall not be affected. The parties hereto undertake to replace any such invalid provision
without delay with a valid provision which as nearly as possible duplicates the economic intent of the invalid provision.


 


Section 6.5. Headings. The headings
used in this Agreement have been inserted for convenience of reference only and shall not affect the meaning or interpretation
of this Agreement or any provision hereof.


 


Section 6.6. Counterparts. This
Agreement may be executed in counterparts and by different parties in separate counterparts, each of which when so executed shall
be deemed an original and all of which, taken together, shall constitute one and the same instrument.


 


Section 6.7. Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the state of Nevada without regard to principles of
conflicts of laws.


 


Section 6.8. No Assignment. This
Agreement may not be assigned without the written consent of both parties.


 


 






    	 



    	 



    




 


[SIGNATURES APPEAR ON FOLLOWING PAGE]


 




    	 



    	 



    




 


IN WITNESS WHEREOF the parties hereto
have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.


 


THE COMPANY 


 


AMERICAN COPPER CORP.


 


By:____________________________________


 


Name:_A.G Stanbury


 


Its:___CEO__________________________________


 


Address for Notice:

1600 Broadway, Suite 1600, Denver, Colorado 80202


 


SUBSCRIBER 


 


US COPPER INVESTMENTS LTD.


 


By:____________________________________


 


Name:__________________________________


 


Its:_____________________________________


 


Address
for Notice:

2/F Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong





 




    	 



    	 



    

 


EXHIBIT A





 


FORM OF PUT NOTICE


 


Date: [date]


 


RE: Investment Agreement made and entered
into effective as of July 4, 2013 (the “Agreement”), by and between AMERICAN COPPER CORP., a Nevada corporation (the
“Company”), and US COPPER INVESTMENTS LTD., (“Investor”). All capitalized terms below shall have the meaning
given to them in the Agreement.


 


This is to inform you that as of today,
the Company hereby elects to exercise a Put and to require Investor to purchase the Shares described below as of the Closing Date,
in accordance with the terms of the Agreement. Accordingly, at the applicable Closing Date, the Company will issue and sell shares
to Investor, as Subscriber, according to the following terms: 


 





	Put Amount: 	USD$
	 	 
	Put Notice Date: 	[date]
	 	 
	Share Price: 	USD [Ÿ]  
	 	 
	Shares to be sold:	[Ÿ]
	 	 
	Remaining Commitment under the Agreement:	USD$ [Ÿ]







 





	 	AMERICAN COPPER CORP. 
	 	 
	 	By:__________________________ 
	 	 
	 	Its: _President________________________







  


Investor hereby acknowledges receipt of
this Notice and chooses the Closing Date set forth below, in accordance with the terms of the Agreement.


 





	Closing Date:	 _________________________
	 	 
	 	US COPPER INVESTMENTS LTD. 
	 	 
	 	By: __________________________ 
	 	 
	 	Its: __________________________







 


Wire Instructions:


 


[Ÿ]