Exhibit 10.10


 








 


 


THE SECURITIES OFFERED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY
STATE SECURITIES LAWS, AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S.
SECURITIES ACT. SUCH SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO ANY U.S. PERSON EXCEPT IN ACCORDANCE WITH
THE PROVISIONS OF REGULATION S UNDER THE U.S. SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES
ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES
LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES ACT. “UNITED
STATES” AND “U.S. PERSON” ARE AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT.


 


Aug. 2, 2013


 





	
        MinJay Holdings Ltd.

        398 New Dundee Rd

        Kitchener, Ontario,

        Canada N2P 2N7
	
        Stephanie Carey

        21 Corlet Rd.,

        P.O. Box CB 10985,

        Nassau, Bahamas

	 	 
	
        Tripod Enterprises Ltd.

        137 Mackey Street,

        P.O. Box N 7780,

        Nassau, Bahamas
	
        Erika Knowles

        137 Mackey Street,

        P.O. Box N 7780,

        Nassau, Bahamas

	 	 
	
        Andrew Butler

        West Bay Street,

        P. O. Box CB 13049,

        Nassau, Bahamas
	
        James Lalonde

        Unit 46 - 225 Benjamin Rd.,

        Waterloo, Ontario, N2V 1Z3

	 	 
	
        Cleavon Nixon

        Windsor Field Road,

        P. O. Box So 59229,

        Nassau, Bahamas
	 
	 	 





Re: Letter of Intent for the Acquisition
of the Waters Sunset Gold Property, located in Yavapai County, Arizona


 


This letter of intent
(the “LOI”) confirms our intention to effect the acquisition of a 100% legal and beneficial interest in and
to the Waters Sunset Gold Property (excluding the water rights, specifically 51 miner’s inches, separately deeded to MinJay
Holdings Ltd., and not part of this Letter of Intent for the Acquisition), located in Yavapai County, Arizona (the “Property”)
on the terms set forth below (the “Transaction”). This LOI is not intended to create legally binding obligations
except as set out in paragraphs 6 and 7 below but will serve as the basis for negotiating a definitive agreement (the “Definitive
Agreement”) leading to the completion of the Transaction. All references to currency in this LOI are to the lawful currency
of the United States of America.


 






    	1



    	 



    

 


		1.	The Transaction



 


1.1          Structure:
Focus Gold Corporation (“Focus”) proposes to acquire from each of MinJay Holding Ltd. (“MinJay”),
Stephanie Carey, Tripod Enterprises Ltd., Erika Knowles, Andrew Butler, James Lalonde and Cleavon Nixon (each, a “Co-Vendor”
and collectively, the “Co-Vendors” and each of Focus and the Co-Vendors being hereinafter singularly also referred
to as a “Party” and collectively referred to as the “Parties” as the context so requires)
100% of the Co-Vendors legal and beneficial interest in and to the Purchase Contract, (excluding certain water rights, separately
deeded to MinJay Holdings Ltd., and not part of this agreement) dated June 13, 2013, between MinJay and each of Bobby J. Westbrook
and Wanda Westbrook (Collectively the “Westbrooks”) (the “Head Agreement”), and to the Property,
if any. The Property is more particularly described in the Head Agreement attached as Schedule “A” hereto, which is
considered an integral part of this LOI.


 


1.2          Consideration:
The consideration payable by Focus to the Co-Vendor for acquiring their rights in the Head Agreement shall consist of:


 


1) a $70,000
non-refundable payment payable to the order and direction of MinJay in respect of payments made by MinJay to the Westbrooks under
the Head Agreement of $75,000, on the Closing Date (as defined below);


 


2) issuance
of $600,000 of Series B Non-Voting 6% Convertible Preferred Stock of Focus, redeemable on or after the second anniversary of the
Closing Date (the “Convertible Preferred Stock”), to the order and direction of MinJay as to $175,000 of the
Series B Non-Voting 6% Convertible Preferred Stock of Focus and to the Westbrooks as to $425,000 of the Series B Non-Voting 6%
Convertible Preferred Stock of Focus A mortgage in the amount of $425,000 shall be granted on the Property to the Westbrooks to
secure Focus’s redemption obligation under the terms of the Convertible Preferred Stock issued to the Westbrooks; and


 


3) issuance
of 60,000,000 fully paid and restricted shares in the common stock of Focus (each, a “Share” and together with
the Convertible Preferred Stock and the Conversion Shares, the “Securities”), at a deemed issuance price of
$0.01 per Share, to be issued on the Closing Date to each of the Co-Vendors in the quantity set forth next to each such Co-Vendors
name in the table below.


 


	Stephanie Carey 	9,800,000 Shares
	MinJay Holdings Ltd.	9,800,000 Shares
	Tripod Enterprises Ltd.	9,800,000 Shares
	Erika Knowles	9,800,000 Shares
	Andrew Butler	9,000,000 Shares
	James Lalonde	2,000,000 Shares
	Cleavon Nixon	9,800,000 Shares


 


 




    	2



    	 



    

 


1.3          Restrictions Applicable to Securities: The Securities have not been and will not be registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”), or under the securities laws of any state of
the United States, and will be issued only pursuant to an exemption from such registration requirements, and pursuant to exemptions
from the registration and prospectus requirements of all other applicable securities laws (including, without limitation, the Securities
Act (Ontario). The Securities will be issued in certificated form as “restricted securities” as defined in Rule
144(a)(3) under the U.S. Securities Act and will be subject to such additional restrictions on resale as may be applicable under
relevant securities laws.


 


Certificates representing
the Convertible Preferred Stock will be imprinted with restrictive legends substantially in the following forms:


 


“THE
SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES
ACT AND SUCH LAWS COVERING SUCH SECURITIES, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY STATING THAT
SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. THE SECURITIES
REPRESENTED HEREBY CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE
U.S. SECURITIES ACT.


 


THE SECURITIES
REPRESENTED HEREBY MAY NOT BE CONVERTED INTO COMMON STOCK BY OR FOR THE ACCOUNT OR BENEFIT OF A “U.S. PERSON” OR A
PERSON IN THE UNITED STATES, UNLESS THE SECURITIES REPRESENTED HEREBY AND THE UNDERLYING COMMON STOCK HAVE BEEN REGISTERED UNDER
THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.
“UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE U.S. SECURITIES ACT.


 


UNLESS PERMITTED
UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT FOUR MONTHS AND ONE
DAY AFTER THE LATER OF (I) [the date of issuance of the Securities will be inserted], AND (II) THE DATE THE ISSUER BECAME
A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.”


 


Certificates representing
the Shares will be imprinted with a restrictive legend substantially in the following form:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S.
SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND SUCH LAWS COVERING SUCH SECURITIES, OR THE
COMPANY RECEIVES AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY STATING THAT SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. THE SECURITIES REPRESENTED HEREBY CANNOT BE THE SUBJECT OF HEDGING
TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE U.S. SECURITIES ACT.”


 




    	3



    	 



    

 


Certificates representing
any Shares issued to a resident of Canada or to any person who is otherwise subject to the securities laws of a Canadian jurisdiction
will also be imprinted with a restrictive legend substantially in the following form:


 


“UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT FOUR MONTHS
AND ONE DAY AFTER THE LATER OF (I) [the date of issuance of the Securities will be inserted], AND (II) THE DATE THE ISSUER
BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.”


 


Each Co-Vendor who
is a resident of Canada, or who is otherwise subject to the securities laws of a Canadian jurisdiction, acknowledges that Focus
is not a reporting issuer under the securities legislation of any Canadian jurisdiction, and there is no assurance that Focus will
become a reporting issuer in Canada with the result that any Securities issued to MinJay may be subject to indefinite resale restrictions
under National Instrument 45-102 – Resale of Securities, as adopted by the Canadian Securities Administrators.


 


1.4           Terms and Conditions: The Definitive Agreement under which the Parties will agree to carry out the Transaction will
contain provisions that are customary for a transaction of this nature and will include (but not be limited to) representations
and warranties from Focus and the Co-Vendors, including a representation from the Co-Vendors to Focus that each Co-Vendor holds
an interest in and to the Head Agreement. The closing conditions in favour of Focus and the Co-Vendors will include the following:


 


		(a)	approvals of the boards of directors of the Parties, if applicable, of the Definitive Agreement;



 


		(b)	obtaining any required consents of third parties;



 


		(c)	completion, to the sole satisfaction of Focus, of due diligence investigations of the Property
to be completed by Aug. 15, 2013;



 


		(d)	all representations in the Definitive Agreement being accurate as of the closing of the Transaction;



 


		(e)	no adverse material change in the status of the Property prior to the closing of the Transaction;



 


		(f)	closing of the Transaction to be completed on a best efforts basis by the Parties within the following
parameters:



 


		(i)	notice of completion of substantial due diligence and board approval by the Parties (if applicable)
by Aug. 15, 2013;



 


		(ii)	execution of Definitive Agreement by Aug. 16, 2013; and



 


		(iii)	closing of Transaction by Aug. 22, 2013.



 




    	4



    	 



    

 


The Parties will work
diligently during this period but recognize that regulatory and other market delays may require adjustments to this timetable.


 


MinJay will agree that,
in order to facilitate the closing of the Transaction, it will use all reasonable efforts:


 


		(a)	to assist Focus in raising a minimum of $90,000 by way of a private placement prior to closing
of the Transaction;



 


		(b)	to enter into a consulting agreement with Focus, the terms and conditions of which shall be negotiated
in good faith, to raise capital and provide market support for Focus through MinJay’s international investor network.



 


Stephanie Carey will
agree to enter into a consulting agreement with Focus, the terms and conditions of which shall be negotiated in good faith, to
support Focus in its rebuilding efforts.


 


Each of the Co-Vendors
acknowledge that it may not act as a finder in respect of any securities offerings that may be effected by Focus in the United
States absent registration as a broker-dealer under the United States Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and applicable state securities laws, unless an exemption from such registration requirements is available.


 


		2.	Due Diligence



 


Focus and its duly
authorized representatives will be entitled to make such investigations of the Property and such other matters relating to the
transaction contemplated herein as Focus deems advisable. Without limiting the generality of the foregoing, the Co-Vendors will
make available, or cause to be made available, to Focus and its duly authorized representatives all documentation in any way relating
to the Property. Any obligation of Focus herein or in the Definitive Agreement will be subject to the aforesaid investigation being
to the satisfaction of the Focus, in its sole discretion.


 


		3.	Definitive Agreement



 


While Focus is conducting
the due diligence investigations described in section 2 above, Focus and the Co-Vendors intend to negotiate in good faith to agree
upon a form of Definitive Agreement setting out in detail the terms and conditions of the sale and purchase of the Property. The
Definitive Agreement will incorporate the terms and conditions set out in this LOI together with such other terms and conditions
as the Parties consider necessary or desirable, including representations, warranties and covenants, indemnities from the Parties
relating to such representations, warrants and covenants and conditions to closing. Unless Focus is dissatisfied with the results
of its due diligence investigations and notifies the Co-Vendors accordingly, Focus and MinJay intend to complete negotiations of
the terms of the Definitive Agreement and to execute the Definitive Agreement within 14 calendar days of the date hereof. The closing
of the Transaction shall take place on a date agreed to by the Parties in the Definitive Agreement (the “Closing Date”),
which the Parties will agree shall be no later than Aug. 31, 2013, unless extended by mutual agreement of the Parties.


 




    	5



    	 



    

 


		4.	Indemnities in the Definitive Agreement



 


While the Definitive
Agreement will contain usual indemnities applicable to property purchase agreements, the Definitive Agreement will also contain
further indemnities in favour of Focus indemnifying it from any and all liabilities which the Co-Vendors may become obligated to
pay arising in respect of time period prior to or events occurring prior to the time of closing of the Transaction. Any pending
litigation or claims against the Co-Vendors with respect to the Property as of the closing of the Transaction will be, and remain,
the responsibility of the Co-Vendors.


 


		5.	Transaction Costs



 


In the event that the
Transaction does not close, each of the Parties will be responsible for all costs (including, but not limited to, financial advisory,
accounting, legal and other professional or consulting fees and expenses) incurred by it in connection with the transactions contemplated
hereby.


 


		6.	Publicity; Non-Disclosure of this Letter; Non-Solicitation of Other Proposals



 


Neither Focus nor the
Co-Vendors will make any announcement, issue any press release or otherwise disclose the existence of this LOI, without prior consultation
with the other Party. Each of the Co-Vendors acknowledges that, as a reporting company under the Exchange Act, Focus will be required
to give public disclosure about the Transaction. In addition, Focus intends to file a current report on Form 8-K announcing this
LOI.


 


Each of the Co-Vendors
agrees that: (i) it will not disclose the existence of this LOI or any of the terms hereof to any third party who might reasonably
be expected to have interest in acquiring the Property; and (ii) it will not solicit or encourage any proposal from any other person
to purchase the Property, in each case until the transactions contemplated by this LOI have closed or until Aug. 26, 2013, whichever
will first occur.


 


		7.	Confidentiality Agreements



 


Each Party agrees that
any information provided to the other in connection with the negotiation and entering into of the Definitive Agreement will be
maintained in confidence, will not be disclosed to any other Party, other than each Party’s respective professional advisors,
except where disclosure is compelled by applicable law and will not be used by the Party for any purpose other than the evaluation
and completion of the Transaction. Each Party will ensure that its respective officers, directors, employees and consultants will
agree to maintain all information in connection with this LOI confidential. All obligations regarding confidentiality will survive
termination of this LOI.


 




    	6



    	 



    

 


		8.	General



 


This LOI will be governed
by and construed in accordance with the laws of the State of California. Focus and the Co-Vendors submit to the jurisdiction of
the courts of California with respect to any matters arising out of this letter.


 


This document constitutes
a non-legally binding memorandum of understanding (except for paragraphs 6 and 7) between us with respect to the principal terms
and conditions to be included in the Definitive Agreement.


 


If you are in agreement
with the foregoing, please confirm that this LOI accurately sets forth your understanding of the terms of the proposed Transaction
and the other matters set forth herein, by signing a copy of this letter below and returning it to us prior to 5:00 p.m. (Pacific
time) on Aug. 5, 2013, failing which this letter shall be null and void.


 


This LOI may be executed
in any number of counterparts, each of when executed and delivered (including by way of facsimile) is an original but all of which
taken together shall constitute one and the same instrument.


 


Yours very truly,


 


	Focus Gold CorpORATION
	 	 	 
	 	 	 
	 	 	 
	Per:  	/s/ Gordon
    F. Lee 	 
	 	Authorized Signatory	 


 


 


 




    	7



    	 



    

Agreed and confirmed this 2nd day of Aug.,
2013. Each of the Co-Vendors represents and warrants that it was not offered any Securities in the United States; it was outside
the United States when it received this LOI, and it did not execute or deliver this LOI in the United States.


 


	 	 	 	 
	MinJay Holdings Ltd.	 	STEPHANIE CAREY	 
	 	 	 	 	 
	Per:	/s/ Rob Kelly	 	/s/ Stephanie Carey	 
	 	Authorized Signatory	 	 	 


 


	TRIPOD ENTERPRISES LTD.	 	ERIKA KNOWLES	 
	 	 	 	 	 
	Per:	/s/ Anastasia Francis	 	/s/ Erika Knowles	 
	 	Authorized Signatory	 	 	 


 


	ANDREW BUTLER	 	JAMES LALONDE	 
	 	 	 	 
	/s/ Andrew Butler	 	/s/ James Lalonde	 
	 	 	 	 


 


	CLEAVON NIXON	 	 	 
	 	 	 	 
	/s/ Cleavon Nixon	 	 	 
	 	 	 	 


 




    	8



    	 



    

 


SCHEDULE A


 


HEAD AGREEMENT AND PROPERTY


 


 


 






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