Cardero Resource Corp.: Exhibit 4.7 - Filed by newsfilecorp.com





Execution Copy

 

 

COAL TENURE OPTION AGREEMENT

BETWEEN

ALAN A. JOHNSON

AND

COALHUNTER MINING CORPORATION

 

 




Execution Copy

TABLE OF CONTENTS

	  	  	Page 
	  	  	  
	PART 1 	DEFINITIONS
      	2 
	PART 2 	REPRESENTATIONS, WARRANTIES
      AND COVENANTS OF OPTIONOR 	4 
	PART 3 	REPRESENTATIONS AND WARRANTIES OF OPTIONEE 	6 
	PART 4 	GRANT AND EXERCISE OF OPTION
      	6 
	PART 5 	ASSIGNMENT
      OF OPTION 	8 
	PART 6 	RESOLUTION OF BURNS DISPUTE
      	9 
	PART 7 	CONDITIONS
      PRECEDENT 	9 
	PART 8 	OBLIGATIONS OF OPTIONOR
      DURING OPTION PERIOD 	10 
	PART 9 	DEFAULT AND
      TERMINATION 	10

	PART 10 	NOTICES 	10 
	PART 11 	GENERAL
    	11

	  	  	  
	SCHEDULE A 	LIST OF COAL TENURE APPLICATIONS 	  
	SCHEDULE B 	MAPS SHOWING LOCATION OF THE COAL LICENSE
      TENURES 	  
	SCHEDULE C 	STOCK OPTION PLAN OF THE
      COMPANY DATED JULY 17, 2008 	  






Execution Copy

COAL TENURE OPTION AGREEMENT

THIS AGREEMENT is dated for reference as of the 18th day
of May, 2010 (“Effective Date”)

BETWEEN:

ALAN A. JOHNSON, a Professional
Geologist and businessperson with an address at 538 Hawkside Mews N.W. Calgary,
Alberta T3G 3R9; and

(hereinafter the “Optionor”)

OF THE FIRST PART

AND:

COALHUNTER MINING CORPORATION, a
company duly incorporated pursuant to the laws of British Columbia and having
its registered and records office situated at 1500 - 1055 West Georgia Street,
Vancouver, British Columbia, V6E 4N7;

(hereinafter the “Optionee” or
the “Company”)

OF THE SECOND PART

WHEREAS:

Article
I.          The Optionor has
submitted Coal Tenure Applications (as hereinafter defined) to the British
Columbia Ministry of Energy, Mines and Petroleum Resources (the
“Ministry”) to obtain certain Coal Licenses (collectively, the “Coal
License Tenures”) in respect of the Carbon Creek Property (as hereinafter
defined);

Article
II.         The Optionor is engaged
in a dispute with P. Burns Resources, Limited (“Burns Resources”)
regarding the Coal Tenure Applications (the “Burns Dispute”);

Article III.        The
Ministry is not expected to grant the Coal License Tenures to the Optionor until
the Burns Dispute has been resolved;

Article IV.        The
Optionor and Optionee are parties to a letter of intent dated March 15, 2010
pursuant to which the Optionor agreed to grant to the Optionee an exclusive
option to acquire a 100% undivided interest in and to the Coal License Tenures
for the consideration of certain monetary payments, stock and warrant issuances,
all as further provided and detailed herein; and

Article
V.          The parties agree
that the Optionor will attempt to resolve the Burns Dispute and that upon such
resolution, any Coal License Tenures issued to the Optionor or to Burns
Resources as part of such settlement, which Coal License Tenures are to be
transferred to the Company, will form part of the Coal License Tenures
referenced in this Agreement.




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NOW THEREFORE THIS AGREEMENT WITNESSES that, for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by both Parties, including the mutual premises, obligations and
rights as further described in this Agreement, the Parties agree as follows:

PART 1

DEFINITIONS

1.1          In
this Agreement, except as otherwise expressly provided or as the context
otherwise requires:

(a) “Acquisition Deadline” has
the meaning ascribed thereto in Section 4.1(c) hereof;

(b) “Agreement” or “Option
Agreement” means this coal tenure option agreement as the same may be
amended, supplemented, or restated by the Parties hereto from time to time;

(c) “Assignee” has the meaning
ascribed thereto in Part 5 hereof;

(d) “Board” or “Board of
Directors” means the board of directors of the Company;

(e) “Burns Agreement” has the
meaning ascribed thereto in Section 4.1(b)(A) hereto;

(f) “Burns Dispute” means the
dispute between the Optionor and Burns Resources pertaining to the Coal Tenure
Applications;

(g) “Burns Resources” means P.
Burns Resources, Limited;

(h) “Business Day” means a day
on which Canadian chartered banks are open for the transaction of regular
business in the City of Vancouver, British Columbia;

(i) “Carbon Creek Property”
means the lands identified in Schedule B which are located within a 25 kilometre
radius of the southeast corner of District Lot 328 in the Peace River Land
District of British Columbia, Canada, as more particularly described in Schedule
A hereto, and all coal leases resulting from the Coal Tenure Applications and
other mining rights and interests derived from any such coal license
applications including the Property Rights, and a reference herein to a coal
license comprised in the Carbon Creek Property includes any coal leases or other
interests into which such coal licence may have been converted;

(j) “Cash Deposit” means the
payment of $75,000 paid by the Optionee to the Optionor upon execution of this
Agreement pursuant to subsection 4.1(a) hereto;

(k) “Coal License Tenures” means
the Coal License Tenures to be issued to the Optionor by the Ministry pursuant
to certain Coal Tenure Applications filed by the Optionor and set out as
Schedule A hereto;




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(l) “Coal Tenure Applications”
means, in respect of the Carbon Creek Property: (i) the coal tenure applications
submitted by the Optionor in 1998 and 2004 described in Schedule A; and (ii)
pursuant to the Burns Dispute, the abundance of caution application submitted by
the Optionor in 2006;

(m) “Common Shares” means the
shares of the common stock of the Company as constituted on the date hereof;

(n) “Exercise Date” means the
date that the Optionee completes the exercise of the Option in accordance with
Part 4 hereto;

(o) “Effective Date” means the
date first above written;

(p) “Expiry Date” means the date
that is four months after the Issue Date, and if the Acquisition Deadline is
extended in accordance with Section 4.10 hereto, means a maximum of three
additional months subsequent to the Expiry Date;

(q) “First Option Payment” means
the payment of $275,000 by the Optionee to the Optionor in accordance with
Section 4.1(b) hereto;

(r) “Going Public Transaction”
means the IPO financing, reverse takeover transaction, or merger transaction
undertaken by the Company contemplated by Section 4.2 hereto;

(s) “Issue Date” means the date
the Coal License Tenures are issued whether to the Optionor or Burns Resources
by the Ministry;

(t) “Legal Fees” has the meaning
ascribed thereto in Section 6.1 hereto;

(u) “Legal Proceedings” has the
meaning ascribed thereto in Section 6.1 hereto;

(v) “Ministry” means the British
Columbia Ministry of Energy, Mines and Petroleum Resources;

(w) “Option” means the exclusive
right herein granted by the Optionor to the Optionee in consideration for the
payment and undertakings provided for in this Agreement to permit the Optionee
to acquire a 100% undivided right, title and interest in the Coal License
Tenures, as provided for herein;

(x) “Option Period” means the
period from the Effective Date to and including the earliest of

(A) the Exercise Date,

(B) the Expiry Date, and

(C) the termination of this
Agreement;

(y) “Optionee” means the
Company, the Party of the second part hereto;

(z) “Optionor” means Alan A.
Johnson, the Party of the first part hereto;




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(aa) “Optionor’s Purchase
Option” means the right granted to the Optionor by the Optionee to acquire
one million Common Shares in accordance with Section 4.2 hereto;

(bb) “Party” in the singular
means either of the Optionor or the Optionee, and in the plural means both of
the Optionor and the Optionee;

(cc) “Property Rights” means all
licenses, permits, easements, rights-of-way, surface or water rights and other
rights or approvals within the Carbon Creek Property necessary or desirable for
the development of the Carbon Creek Property, or for the purpose of placing the
Carbon Creek Property into production or continuing production therefrom,
obtained by the Optionor either before or after the date of this Agreement;

(dd) “Purchase Option Expiration
Date” means the date that is 30 days before the date that the Optionee
commences a Going Public Transaction;

(ee) “Renewed Acquisition
Deadline” has the meaning ascribed thereto in Section 4.9 hereto;

(ff) “Schedule” means the
following documents attached hereto:

(A) Schedule A -- List of Coal Tenure
Applications;

(B) Schedule B — Maps Showing Location
of the Coal License Tenures; and

(C) Schedule C — Stock Option Plan of
the Company dated July 17, 2008;

(gg) “Second Option Payment”
means the payment of $5,000,000 by the Optionee to the Optionor in accordance
with Section 4.1(c) hereto;

(hh) “Stock Exchange” or the
“Exchange” means the TSX Venture Exchange;

(ii) “Stock Option Plan” means
the stock option plan of the Company dated July 17, 2008 and attached hereto as
Schedule C; and

(jj) “Warrants” means the
warrants to be issued by the Optionee to the Optionor in accordance with Section
4.10 hereto.

PART 2

REPRESENTATIONS, WARRANTIES AND COVENANTS OF OPTIONOR


2.1          The
Optionor covenants, represents and warrants to the Optionee that:

(a) the Optionor is legally entitled to
acquire, hold, and option coal tenures in British Columbia, and is legally
entitled to hold the Coal License Tenures, and will remain so entitled until
such time as (i) all interests of the Optionor in the Property earned by the
Optionee have been duly transferred to the Optionee as contemplated hereby or
(ii) this Option has terminated, whichever is earlier;




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(b) the Optionor has no obligation to
obtain any authorization, consent or approval from any third party in order to
enter into this Agreement and to perform its obligations and covenants
hereunder, subject to the Burns Dispute;

(c) upon the issuance of the Coal
License Tenures by the Ministry to the Optionor, or to Burns Resources pursuant
to a settlement of the Burns Dispute, and at the time of the legal transfer of
the Coal License Tenures to the Optionee in accordance with Part 4 hereto, the
Optionor will be the registered and beneficial owner of all of the Coal License
Tenures, free and clear of all liens, charges and claims of others, and no
taxes, royalties or lease payments or like amounts are, or at the date of
transferring the Coal License Tenures to the Optionee pursuant to the terms of
this Agreement, will be, due in respect of any of the Coal License Tenures
except that work requirements may be outstanding with at least 5 months
remaining to perform said requirements;

(d) to the best of the knowledge and
belief of the Optionor, the Coal License Tenures, upon issuance to the Optionor
(the “Issue Date”), and until the date that the Optionee exercises the
Option (the “Exercise Date”) and the Coal License Tenures are transferred
to the Optionee pursuant to the terms of this Agreement, will have been duly and
validly issued and recorded pursuant to the Coal Act of British Columbia,
and will be in good standing with the Ministry;

(e) there are no outstanding agreements
or options to acquire, purchase, transfer, lease, or use all or part of the Coal
License Tenures, and no person other than the Crown has any royalty or other
interest whatsoever in production from any of the Coal Licence Tenures
comprising the Carbon Creek Property;

(f) the Optionor will use all
reasonable commercial efforts to reach full and final settlement of the Burns
Dispute by dismissing all claims and counterclaims with prejudice, providing
that Burns Resources agrees to do the same, and, subject to the terms of this
Agreement, shall assume sole responsibility and all costs for settling the Burns
Dispute subject to the Burns Dispute; and

(g) the Optionor has not entered into
any agreement or option, contingent or absolute, with any party other than the
Optionee for the purchase, transfer, lease or use of all or part of the Coal
License Tenures;

(h) on the Exercise Date, the Optionor
will transfer to the Optionee, good, valid, and marketable title in and to the
Coal License Tenures which have been issued to him free and clear of all
encumbrances; and

(i) the Optionor shall assume sole
responsibility and liability for:

(A) any obligations outstanding up to
the Issue Date with respect to the Coal Tenure Applications; and

(B) any obligations outstanding up to
the date of the Exercise Date with respect to the Coal License Tenures.

2.2          The
Optionor acknowledges and confirms that the Optionee is relying on all of the
foregoing representations and warranties of the Optionor in the entering into
this Agreement, and further acknowledges and confirms that these representations
and warranties are true as of the effective date of this Agreement and as of the Exercise Date, as if these
representations and warranties were made at such times.




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2.3          The
representations and warranties contained in Section 2.1 are provided for the
exclusive benefit of the Optionee, and a breach of any one or more thereof may
be waived by the Optionee in whole or in part at any time without prejudice to
its rights in respect of any other breach of the same or any other
representation or warranty; and the representations and warranties contained in
Section 2.1 will survive the execution hereof and continue throughout the Option
Period and for twelve months thereafter.

PART 3

REPRESENTATIONS AND WARRANTIES OF OPTIONEE 

3.1          The
Optionee covenants, represents and warrants to the Optionor that:

(a) it has the right to acquire and
hold coal tenures in British Columbia and will obtain such rights as are
necessary to keep the Coal License Tenures, once transferred to the Optionee in
accordance with the terms of this Agreement, in good standing;

(b) neither the execution and delivery
of this Agreement by the Optionee nor the performance by the Optionee of its
obligations hereunder conflicts with the Optionee’s constating documents or any
agreement to which it is bound;

(c) the execution, delivery and
performance by the Optionee of this Agreement and any other agreement or
instrument to be executed and delivered by it hereunder and the consummation by
it of all the transactions contemplated hereby and thereby have been duly
authorised by all necessary corporate action on the part of the Optionee;
and

(d) each of this Agreement and any
other agreement or instrument to be executed and delivered by the Optionee
hereunder constitutes a legal, valid and binding obligation of the Optionee
enforceable against it in accordance with its terms.

3.2          The
Optionee acknowledges and confirms that the Optionor is relying on all of the
foregoing representations and warranties of the Optionee in the entering into
this Agreement, and further acknowledges and confirms that these representations
and warranties are true as of the effective date of this Agreement and as of the
Exercise Date, as if these representations and warranties were made at such
times.

3.2          The
representations and warranties contained in Section 3.1 are provided for the
exclusive benefit of the Optionor and a breach of any one or more thereof may be
waived by the Optionor in whole or in part at any time without prejudice to its
rights in respect of any other breach of the same or any other representation or
warranty; and the representations and warranties contained in Section 3.1 will
survive the execution hereof and continue throughout the Option Period and for
twelve months thereafter.




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PART 4

GRANT AND EXERCISE OF OPTION

4.1          100%
Option. The Optionor hereby grants to the Optionee the sole and exclusive
right and option, subject to the terms of this Agreement, to earn a 100%
undivided interest in the Coal License Tenures and the Property Rights free and
clear of all charges and encumbrances by making the following payments to the
Optionor:

(a) paying to the Optionor a
non-refundable cash deposit of $75,000 upon the execution of this Agreement (the
“Cash Deposit”);

(b) paying to the Optionor a
non-refundable cash payment of $275,000, which payment shall include the
$200,000 payment for Legal Fees pursuant to Section 6.1 (the “First Option
Payment”), within seven Business Days of the earlier of:

(A) if the Optionee executes a binding
agreement (the “Burns Agreement”) with Burns Resources in full settlement
of the Burns Dispute, the effective date of the Burns Agreement;

(B) the Issue Date; and

(C) June 30, 2010; and

(c) after the Issue Date, paying to the
Optionor $5,000,000 (the “Second Option Payment”) within four months of
the Issue Date (the “Acquisition Deadline”) for those Coal License
Tenures issued to the Optionor.

4.2          Optionor’s
Purchase Option. Subsequent to the payment of the First Option Payment by
the Optionee in accordance with Section 4.1(b) hereto, the Optionee will give
the Optionor the right to acquire 1,000,000 (one million) shares in the capital
of the Company (the “Optionor’s Purchase Option”) at an exercise price of
$0.15 per Common Share. The Optionor’s Purchase Option will expire (the
“Purchase Option Expiration Date”) on the date that is 30 days before the
earlier of:

(a) the date that the Company commences
the sale of shares in relation to an initial public offering (“IPO”),
which is expected to occur on or about September 15, 2010; and

(b) the date that the Company commences
a reverse takeover or merger transaction (collectively with the IPO, the
“Going Public Transaction”). 

4.3          Notice
of Purchase Option Expiration Date. The Optionee shall deliver notice of the
Purchase Option Expiration Date to the Optionor at least 45 days prior to the
Purchase Option Expiration Date.

4.4          Transfer
of Interest. If and when the Optionee exercises the Option pursuant to this
Part 4, and subject to the resolution of the Burns Dispute, the Optionor will
transfer a 100% undivided right, title and interest to the Coal License Tenures
to the Optionee free and clear of all charges, encumbrances and claims.




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4.5          Delivery
of Documents. Concurrent with the transfer of the Coal License Tenures to
the Optionee, the Optionor shall deliver or cause to be delivered to the
Optionee such transfer documents as are necessary to give effect to the legal
transfer of title of the Coal License Tenures to the Optionee;

4.6          Share
Issuance. On the Exercise Date, concurrent with the payment of the Second
Option Payment, the Optionee shall issue 500,000 Common Shares to the
Optionor.

4.7          Acceleration
of Payment. After the Issue Date, the Optionee may in its sole discretion at
any time accelerate the payment of any consideration hereunder to exercise the
Option and thereby earlier acquire its interest in the Coal License Tenures.

4.8          Termination.
Subject to the extension of the Acquisition Deadline by the Optionee in
accordance with Section 4.9, if the Optionee does not exercise the Option
pursuant to this Part 4 by the Acquisition Deadline, this Agreement and the
Parties’ obligations hereunder shall terminate.

4.9          Extension
of Acquisition Deadline. Notwithstanding the Acquisition Deadline prescribed
by Section 4.1(c), the Optionee may extend the Acquisition Deadline by providing
written notice to the Optionor prior to the Acquisition Deadline and paying to
the Optionor $20,000 (the “Extension Fee”) for each month that the
Acquisition Period is extended (the “Renewed Acquisition Deadline”),
which Extension Fee shall be paid by the Optionor to the Optionee on the first
day of the fifth calendar month following the Issue Date, and on the first day
of each subsequent calendar month thereafter for a maximum of three months
subsequent to the Acquisition Deadline. If the Optionee does not exercise the
Option by the Acquisition Deadline or by the Renewed Acquisition Deadline, this
Agreement and the Parties’ obligations hereunder shall terminate.

4.10        Board
Invitation and Warrant Issuance. Subsequent to the exercise of the Option by
the Optionee, the Optionee shall offer the Optionor a position on the Board of
Directors of the Company (the “Board Invitation”). If the Optionor
accepts the Board Invitation, upon the Optionor’s appointment to the Board of
Directors, the Optionee will issue to the Optionor 200,000 warrants (the
“Warrants”) to acquire 200,000 Common Shares at an exercise price of
$0.05, which Warrants may be exercised until July 3, 2010.

4.11        Warrants
Issued. Warrants issued to the Optionor pursuant to Section 4.7 hereto shall
not be issued pursuant to the Company’s Stock Option Plan and may be subject to
trading restrictions imposed by the Stock Exchange and under applicable
securities laws. For the duration of the Optionor’s position on the Board, the
Company shall issue options to the Optionor, as a director of the Company in
accordance with the Stock Option Plan as governed by the rules and policies of
the Exchange, and in accordance with company policies generally applicable to
all directors.

PART 5

ASSIGNMENT OF OPTION

5.1          Assignment.
During the Option Period, the Optionee may assign all or part of its obligations
under this Option Agreement to a third party (the “Assignee”) subject to
the prior written consent of the Optionor, such consent not to be unreasonably
withheld, provided that the Assignee agrees to execute an acknowledgement to be
bound by the terms hereof insofar as the Optionor’s rights hereunder are
concerned. In such event, the Optionor’s Purchase Option and Warrants to be
issued to the Optionor will be converted into the Optionor’s Purchase Option and
Warrants of the Assignee without reduction.




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5.2          Execution
of Further Instruments. The Parties hereto will execute such further
instruments as reasonably deemed necessary or advisable by the Optionee in order
to effect any assignment hereunder. With respect to any assignment under this
Part 5, the assignment will be absolute and the Optionee will assume full
responsibility for, and the Optionor will have no further obligations under,
this Agreement.

PART 6

RESOLUTION OF BURNS DISPUTE

6.1          If
the Optionor is unable to reach a settlement of the Burns Dispute by May 15,
2010 and the Optionor commences legal proceedings (the “Legal
Proceedings”) against Burns Resources before June 30, 2010, the Optionee
shall, at the Optionor’s discretion, pay up to $200,000 (the “Legal
Fees”) to the Optionor, and the Optionor will in his sole discretion, use
the Legal Fees solely for the payment of any legal costs incurred by the
Optionor in conjunction with the Legal Proceedings. If, upon conclusion of the
Legal Proceedings, any portion of the $200,000 remains unspent, the outstanding
amount will be the sole property of the Optionor.

6.2          Any
portion of the Legal Fees paid to the Optionor by the Optionee pursuant to
Section 6.1 shall be deducted from the First Option Payment to be paid by the
Optionee to the Optionor pursuant to subsection 4.1(b) hereto.

6.3          If
the Optionor commences Legal Proceedings against Burns Resources after June 30,
2010 and the Cash Deposit and First Option Payment have been paid to the
Optionor in accordance with subsections 4.1(a) and 4.1(b), then the Optionee
will not be required to advance the Legal Fees pursuant to Section 6.1.

PART 7

CONDITIONS PRECEDENT

7.1          Conditions
for the Benefit of the Optionor. The obligation of the Optionor to complete
the sale and transfer of the Coal License Tenures as contemplated in this
Agreement is subject to the fulfilment of each of the following conditions:

(a) the representations and warranties
of the Optionee set forth in Section 3.1 are true and accurate in all material
respects with the same effect as if made at the Option Exercise Date;

(b) all of the terms, covenants and
conditions of this Agreement to be complied with or performed by the Optionee on
or before the Closing have been complied with or performed in all material
respects; and

(c) the Optionor has received from the
Optionee the Cash Deposit referred to in Section 4.1(a) and 4.1(b) .

7.2          The
conditions set forth in Section 7.1 are for the exclusive benefit of the
Optionor and may be waived in whole or in part by the Optionor at any time.




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7.3          Conditions
for the Benefit of the Optionee. The obligation of the Optionee to complete
the exercise of the Option as contemplated in this Agreement is subject to the
fulfillment of each of the following conditions:

(a) the representations and warranties
of the Optionor set forth in Section 2.1 are true and accurate in all material
respects with the same effect as if made at the Closing; and

(b) all of the terms, covenants and
conditions of this Agreement to be complied with or performed by the Optionor on
or before the Closing have been complied with or performed in all material
respects.

7.4          The
conditions set forth in Section 7.3 are for the exclusive benefit of the
Optionee and may be waived in whole or in part by the Optionee at any time.

PART 8

OBLIGATIONS OF OPTIONOR DURING OPTION PERIOD

8.1          During
the Option Period, the Optionor will maintain in good standing the Coal License
Tenures by the payment of fees, taxes and rentals and the performance of all
other actions which may be necessary in that regard and in order to keep the
Coal Licence Tenures related thereto free and clear of all liens and other
charges.

PART 9

DEFAULT AND TERMINATION

9.1          If
at any time during the Option Period either Party fails to perform any
obligation hereunder or any representation or warranty given by it proves to be
untrue, then the other Party may terminate this Agreement (without prejudice to
any other rights it may have) providing:

(a) it first gives to the Party
allegedly in default a notice of default containing particulars of the
obligation which has not performed, or the warranty breached;

(b) the other Party does not dispute
the default, then if it is reasonably possible to cure the default without
irreparable harm to the non-defaulting Party, the defaulting Party does not,
within 30 days after delivery of such notice of default, cure such default by
appropriate payment or commence to correct such default and diligently prosecute
the matter until it is corrected; and

(c) if the defaulting Party fails to
comply with the provisions of this Section 9.1 the other Party may thereafter
terminate this Agreement.

9.2          The
Optionee may at any time terminate this Option by giving notice of termination
to the Optionor and shall thereupon be relieved of any further obligations in
connection herewith but shall remain liable for obligations which have accrued
to the date of notice and shall comply with applicable laws and regulations
regarding reclamation for activities carried out on the Coal License Tenures by
the Optionee.




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PART 10

NOTICES

10.1          Each
notice, demand or other communication required or permitted to be given under
this Agreement will be in writing and will be sent by personal delivery or
prepaid registered mail to the addresses of the Parties written on the first
page hereof.

10.2          The
date of receipt of such notice, demand or other communication will be the date
of delivery or fax thereof if delivered or faxed during business hours, or, if
given by registered mail as aforesaid, will be deemed conclusively to be the
third day after the same will have been so mailed except in the case of
interruption of postal services for any reason whatever, in which case the date
of receipt will be the date on which the notice, demand or other communication
is actually received by the addressee.

10.3          Either
Party may at any time and from time to time notify the other Party in writing of
a change of address and the new address to which notice will be given to it
thereafter until further change.

PART 11

GENERAL

11.1          This
Agreement, including its Schedules, are hereby incorporated by reference,
constitutes the entire agreement between the Parties hereto pertaining to the
matters herein set forth and supersedes all prior agreements, representations,
warranties, statements, promises, information, arrangements and understandings,
whether oral or written, express or implied, with respect to the subject matter
hereof. None of the Parties hereto shall be bound or charged with any oral or
written agreements, representations, warranties, statements, promises,
information, arrangements or understandings not specifically set forth in this
Agreement. The Parties hereto further acknowledge and agree that, in entering
into this Agreement, they have not in any way relied, and will not in any way
rely, upon any oral or written agreements, representations, warranties,
statements, promises, information, arrangements or understandings, express or
implied, not specifically set forth in this Agreement.

11.2          No
consent or waiver expressed or implied by either Party in respect of any breach
or default by the other in the performance of such other of its obligations
hereunder will be deemed or construed to be a consent to or a waiver of any
other breach or default.

11.3          The
Parties will promptly execute or cause to be executed all documents, deeds,
conveyances and other instruments of further assurance which may be reasonably
necessary or advisable to carry out fully the intent of this Agreement or to
record wherever appropriate the respective interests from time to time of the
Parties in the Coal License Tenures.

11.4          This
Agreement will enure to the benefit of and be binding upon the Parties and their
respective successors and assigns, subject to the conditions hereof.

11.5          This
Agreement will be construed in accordance with the laws of British Columbia
applicable therein. This Agreement is to be construed as an option only and
nothing herein shall obligate the Optionee to do anything or pay any amount
except where expressly herein provided.

11.6          All
sums of money referred to herein are expressed in Canadian dollars.




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11.7          The
headings appearing in this Agreement are for general information and reference
only and this Agreement will not be construed by reference to such headings.

11.8          In
interpreting this Agreement and the Schedules hereto attached, where the context
so requires, the singular will include the plural, and the masculine will
include the feminine, the neuter, and vice versa.

11.9          Nothing
herein will constitute or be taken to constitute the Parties as partners or
create any fiduciary relationship between them.

11.10        No
modification, alteration or waiver of the terms herein contained will be binding
unless the same is in writing, dated subsequently hereto, and fully executed by
the Parties.

11.11        This
Agreement may be executed in counterpart and by facsimile, each of which so
signed shall be deemed to be an original, and such counterparts together shall
constitute one and the same instrument and notwithstanding the date of execution
shell be deemed to bear the date as set forth below.

IN WITNESS WHEREOF this Option Agreement has been
executed by the Optionor, and on behalf of the Optionee by its duly authorized
officer, on the 18th day of May, 2010.

The Optionee

	COALHUNTER MINING CORPORATION 	 
	 	 
	Per: 	/s/
      Michael Hunter 	 
		
      Michael Hunter, President and CEO  
	 
	 	 	 
	The Optionor 	 
	 	 
	ALAN A. JOHNSON 	 
	 	 
	Per: 	/s/
      Alan Johnson 	 
	  	Alan A. Johnson 	 






SCHEDULE A

LIST OF COAL TENURE APPLICATIONS

The following is a list of the Coal Tenure Applications made by
Alan A. Johnson in the Carbon Creek area of British Columbia within a radius of
25 km from the SE corner of the Crown-granted District Lot 328 in the Peace
River Land District, which Coal Tenure Applications are attached hereto and form
part of this Schedule A:

	 	1) 	
      July 2, 1997

	 		
      Designated by BCEMPR as “APP 313” and subsequently as:
      “389506”

	 	 	 
	 	2) 	
      September 11, 1997

	 		
      Designated by BCEMPR as “APP 314” and subsequently as:
      “389507”

	 	 	 
	 	3) 	
      September 20, 2004

	 		
      Designated by BCEMPR as “Tenure 414152”

	 	 	 
	 	4) 	
      September 19, 2006

	 		
      Four “Applications for Licence” covering exactly the same
      area as the September 20, 2004 application; the abundance of caution
      applications”. (Rejected)

	 	 	 
	 	5) 	
      January 11, 2007

	 		
      Designated by BCEMPR as “Tenure 417602”

	 		
      Four “Applications for Licence” applying for coal
      licences in areas claimed by P. Burns Resources limited. (All but one unit
      rejected)