Grandview Gold, Inc.: Exhibit D - Filed by newsfilecorp.com






PURCHASE AND SALE AGREEMENT 

THIS AGREEMENT is dated for reference
the day of November, 2010. 

BETWEEN: 

GRANDVIEW GOLD INC., a company
incorporated under the laws of the Province of Ontario and having its registered
office at 330 Bay Street, Suite 820, Toronto, Ontario M5H 2S8, 

(“Grandview”), 

- and - 

CENTERSHIELD GOLD MINES INC., a
company incorporated under the laws of Manitoba and having an address at 2200 –
201 Portage Avenue, Winnipeg, Manitoba R3B 3L3, 

(the “Purchaser”). 

WHEREAS: 

	A. 	
      Grandview owns a 100% undivided interest in the Mineral
      Properties (as defined below); and

	 	 
	B. 	
      Grandview has agreed to sell, and the Purchaser has
      agreed to purchase, the Mineral Properties (as defined below) on the terms
      and subject to the conditions contained in this
  Agreement.



                                       NOW, THEREFORE, in consideration of the premises and mutual
agreements in this Agreement, and other good and valuable consideration (the
receipt and sufficiency of which is hereby acknowledged), the parties agree as
follows: 

	1. 	
      INTERPRETATION



1.1                                   Definitions.
In this Agreement, the following terms shall have the following meanings
respectively: 

	 	(a) 	
      “Business Day” means any day other than a
      Saturday, a Sunday or statutory holiday on which Canadian chartered banks
      are open for business in Vancouver, British Columbia, Toronto Ontario and
      Winnipeg, Manitoba;







- 2 - 

	 	(b) 	
      “Closing” means the completion of the purchase and
      sale of the Mineral Properties contemplated in this Agreement;

	 	 	 
	 	(c) 	
      “Closing Date” means the date that is five
      Business Days following the date of satisfaction or waiver of the
      conditions precedent set out in Article 5 but in any event not later than
      August 31, 2010, or before or such earlier or later date as may be agreed
      upon in writing by the parties;

	 	 	 
	 	(d) 	
      “Data” means all maps, reports, surveys, assays,
      drill core samples, other results of surveys and drilling, all
      governmental permits and authorizations and copies of all correspondence
      in connection therewith, and other materials in the possession of
      Grandview relating to exploration, development and exploitation activities
      on the Mineral Properties;

	 	 	 
	 	(e) 	
      “Direct Claim” has the meaning assigned to it in
      Section 8.4;

	 	 	 
	 	(f) 	
      “Encumbrance” means any encumbrance, lien, charge,
      hypothec, pledge, mortgage, title retention agreement or other security
      interest;

	 	 	 
	 	(g) 	
      “Environmental Activity” means any past, present
      or future activity, event or circumstance in respect of a Hazardous
      Substance, including, without limitation, the storage, use, holding,
      collection, purchase, accumulation, assessment, generation, manufacture,
      construction, processing, treatment, stabilization, disposition, handling
      or transportation thereof, or the release, escape, leaching, dispersal or
      migration thereof into the natural environment, including the movement
      through or in the air, soil, surface water or groundwater;

	 	 	 
	 	(h) 	
      “Environmental Laws” means any and all federal,
      provincial and local laws, statutes, regulations, ordinances, bylaws,
      orders, permits, licences and approvals presently in effect or
      subsequently enacted that regulate or provide liabilities or obligations
      in relation to mining, mine development and mineral exploration and
      exploitation or the existence, use, production, manufacture, processing,
      distribution, transport, handling, storage, removal, treatment, disposal,
      emission, discharge, migration, seepage, leakage, spillage or release of
      Hazardous Substances or the construction, alteration, use or operation,
      demolition or decommissioning of any facilities or other real or personal
      property in relation to the foregoing or otherwise in relation to
      protection of the life, health or safety of persons, or to the protection
      and preservation of the environment, including but not limited to air,
      soil, surface water, ground water, wildlife or personal or real
      property;







- 3 - 

	 	(i) 	
      “First Nation Entity” means any band or council of
      the band as those terms are defined in the Indian Act (Canada) R.S.
      1985, c. 1-5 as amended or any affiliate thereof;

	 	 	 	 
	 	(j) 	
      “Governmental Authority” means any foreign,
      domestic, federal, territorial, state or local governmental entity,
      quasi-governmental authority, court, commission, board, bureau, agency or
      instrumentality, or any regulatory, administrative or other department or
      agency, or any political or other subdivision, department or branch of any
      of the foregoing;

	 	 	 	 
	 	(k) 	
      “Hazardous Substance” means any substance or
      material that is prohibited, controlled or regulated by any Governmental
      Authority;

	 	 	 	 
	 	(l) 	
      “Indemnified Party” has the meaning assigned to it
      in Section 8.4;

	 	 	 	 
	 	(m) 	
      “Indemnifying Party” and “Indemnifying
      Parties” have the meaning assigned to such terms in Section
  8.4;

	 	 	 	 
	 	(n) 	
      “Mineral Properties” means the entire direct and
      indirect right, title and interest in and to those mineral or other claims
      described in Schedule A together with any surface rights, mineral rights
      and permits associated with working, developing and operating such mineral
      or other claims, and shall include any renewals thereof and any other form
      of successor or substitute title thereto and shall include, where the
      context implies, the lands and premises subject thereto;

	 	 	 	 
	 	(o) 	
      “Murphy Agreement” means the agreement entered
      into between Kevin George Murphy and Wildcat Exploration Ltd. dated the
      26th day of March, 1998;

	 	 	 	 
	 	(p) 	
      “Murphy NSR Obligations” means only the liability
      of Wildcat Exploration Ltd. to pay certain net smelter return royalty
      obligations on the CUPP 2 Frac and CUPP 3 Frac (as described in Schedule
      A) as more fully described in the Murphy Agreement;

	 	 	 	 
	 	(q) 	
      “Net Smelter Return” means:

	 	 	 	 
	 		(i) 	
      where all or a portion of the ores, concentrates or
      bullion derived from the Mineral Properties are sold as ores, concentrates
      or bullion, the Net Smelter Return shall be the gross amount received by
      the Purchaser following sale thereof after deduction, if applicable under
      the sale contract, of all smelter charges, penalties and other
      deductions and related expenses, and after deducting all costs of
      transporting and insuring the ores or concentrates from the mine to the
      smelter or other place of final delivery by the Purchaser; or







- 4 - 

	 		(ii) 	
      where all or a portion of the said ores, concentrates or
      bullion derived from the Mineral Properties are treated in a smelter and a
      portion of the metals recovered therefrom are delivered to, and sold by
      the Purchaser, the Net Smelter Return shall be the gross amount received
      by the Purchaser following sale of the metals so delivered, after
      deduction of all smelter charges, penalties and other deductions and
      related expenses, and after deducting all costs of transporting and
      insuring the ores or concentrates from the mine to the smelter, and, if
      applicable under the smelter contract, all costs of transporting and
      insuring the metals from the smelter to the place of final delivery by the
      Purchaser.

	 	 	 	 
	 		
      Where any ores, concentrates or bullion are sold to, or
      treated in, a smelter owned or controlled by the Purchaser, the pricing
      for that sale or treatment shall be established by the Purchaser on an
      arms-length basis so as to be fairly competitive with pricing, net of
      transportation, insurance, treatment charges and other related costs, then
      available on world markets for product of like quantity and
  quality;

	 	 	 	 
	 	(r) 	
      “Notice of Claim” has the meaning assigned to it
      in Section 8.4;

	 	 	 	 
	 	(s) 	
      “Notices” has the meaning assigned to it in
      Section 10.4;

	 	 	 	 
	 	(t) 	
      “Person” means any individual, partnership,
      corporation, limited liability company, joint venture, association,
      joint-share company, trust, unincorporated organization or government or
      any agency or political subdivision thereof;

	 	 	 	 
	 	(u) 	
      “Taxes” means all taxes, including, without
      limitation, value added, sales and use, goods and services, excise, stamp,
      documentary, customs, payroll, personal, property, real property, interest
      equalisation, business, turnover, income, corporation, capital, profits,
      gains, gross receipts, or other taxes, fees, withholdings, imposts levies,
      duties or other charges of any nature whatsoever; and

	 	 	 	 
	 	(v) 	
      “Third Party Claim” has the meaning assigned to it
      in Section 8.4.







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1.2                                   Gender,
Number and Other Terms. In this Agreement, unless the context otherwise
requires, words importing the singular include the plural and vice versa, words
importing gender include all genders, “or” is not exclusive and “including” is
not limiting, whether or not non-limiting language (such as “without
limitation”) is used with reference thereto. 

1.3                                  
Headings. The inclusion of headings in this Agreement is for convenience
only and shall not affect the construction or interpretation of this Agreement.


1.4                                   Statutes.
Unless otherwise stated, any reference to a statute includes and is a reference
to such statute and to the regulations made pursuant to it, with all amendments
thereto and in force from time to time, and to any statute or regulations that
may be passed which supplement or supersede such statute or such regulations.


1.5                                   No
Contra Proferentum. The language in all parts of this Agreement shall in all
cases be construed as a whole and neither strictly for nor strictly against any
of the parties to this Agreement. 

1.6                                   Currency.
Except where otherwise expressly provided, all monetary amounts in this
Agreement are stated and shall be paid in Canadian dollars. 

1.7                                   Schedules.
The following schedules are attached to and form part of this Agreement: 

                              
         Schedule A - Mineral
Properties - CUPP2 Frac, CUPP3 Frac 

                               
        Schedule B - Consents 

	2. 	
      PURCHASE AND SALE



2.1                                   Purchase
and Sale. Upon the terms and subject to the conditions of this Agreement,
Grandview agrees to sell, assign and transfer all of its right, title and
interest in and to the Mineral Properties to the Purchaser on the Closing Date,
and the Purchaser agrees to purchase the Mineral Properties from Grandview, free
and clear of all Encumbrances and adverse interests, other than the Murphy NSR
Obligations. 

2.2                                  
Purchase Price and Consideration. The purchase price and consideration
for the Mineral Properties, exclusive of applicable sales or transfer taxes, if
any, is an initial payment of $1,000 and a right to a royalty equal to one
percent (1.0%) of Net Smelter Returns. Such Net Smelter Return royalty is payable to Grandview in accordance
with Section 3. Notice of the Net Smelter Return shall be registered against
title to the Mineral Properties. 




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2.3                                   No
Assumption of Indebtedness. It is expressly agreed that the Purchaser shall
not assume any indebtedness, liability or obligation of any kind of Grandview,
other than the Murphy NSR Obligations.

	3. 	
      RIGHT TO RECEIVE NET SMELTER
  RETURN



3.1                                  
Upon commencement of commercial production for mineral ores by the Purchaser on
the Mineral Properties, the Purchaser shall calculate the Net Smelter Return and
the sums to be disbursed to Grandview as at the end of each calendar quarter.


3.2                                   The
Purchaser shall, within 60 days of the end of each calendar quarter, as and when
any Net Smelter Return are available for distribution: 

	 	(a) 	
      pay or cause to be paid to Grandview that percentage of
      the Net Smelter Return to which Grandview is entitled under this
      Agreement, as set forth in Section 2.2;

	 	 	 	 
	 	(b) 	
      deliver to Grandview a statement indicating:

	 	 	 	 
	 		(i) 	
      the gross amounts received from the purchaser
      contemplated in the definition of “Net Smelter Return”;

	 	 	 	 
	 		(ii) 	
      the deductions therefrom in accordance the definition of
      “Net Smelter Return”;

	 	 	 	 
	 		(iii) 	
      the amount of Net Smelter Return remaining; and

	 	 	 	 
	 		(iv) 	
      the amount of those Net Smelter Return to which Grandview
      is entitled,



supported by such reasonable information as to the tonnage and
grade of ores, concentrates or bullion shipped as will enable Grandview to
verify the gross amount payable by the smelter or other purchaser. 

3.3                                   Notwithstanding
anything to the contrary in this Agreement, Grandview acknowledges that there is
no commitment, representation or other obligation on the part of the Purchaser
to engage in commercial production activities relating to the extraction of
ores, concentrates or bullion on the Mineral Properties. 




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	4. 	
      ADJUSTMENTS AND
VERIFICATION



4.1                                   Payment
of any Net Smelter Return by the Purchaser shall not prejudice the right of the
Purchaser to adjust any statement supporting the payment, provided, however,
that all statements presented to Grandview by the Purchaser for any quarter
shall conclusively be presumed to be true and correct upon the expiration of 12
months following the end of the quarter to which the statement relates, unless
within that 12-month period the Purchaser gives written notice to Grandview
claiming an adjustment to the statement which shall be reflected in a subsequent
payment of Net Smelter Return. 

4.2                                   The
Purchaser shall not adjust any statement in favour of itself after the
expiration of 12 months following the end of the quarter to which the statement
relates. 

4.3                                   Grandview
shall, upon 30 days’ written notice in advance to the Purchaser, have the right
to request that the Purchaser have its independent external auditors provide
their audit certificate for the statement or adjusted statement, as it may
relate to this Agreement and the calculation of Net Smelter Return. 

4.4                                  
The cost of the audit certificate shall be solely for Grandview’s account unless
the audit certificate discloses material error in the calculation of Net Smelter
Return, in which case the Purchaser shall reimburse Grandview the cost of the
audit certificate. Without limiting the generality of the foregoing, a
discrepancy of one percent or more in the calculation of Net Smelter Return
shall be deemed to be material. 

	5. 	
      CONDITIONS OF CLOSING



5.1                                   Conditions
of Closing: Purchaser. The obligation of the Purchaser to complete
the purchase of the Mineral Properties contemplated by this Agreement is subject
to the fulfillment of each of the following conditions: 

	 	(a) 	
      Due Diligence. The Purchaser shall be satisfied
      with the results of its ongoing due diligence work concerning Grandview
      and the Mineral Properties, including, without limitation, its review of
      Grandview’ business, operations and affairs, the Mineral Properties and
      title thereto and the facilities and contractual agreements associated
      with the Mineral Properties and financial forecasts associated with
      production from the Mineral Properties;

	 	 	 
	 	(b) 	
      Legal Documentation. The Purchaser and its legal
      counsel shall be satisfied with the legal documentation related to the
      purchase and sale contemplated by this Agreement, including, without limitation, the content of
      the representations and warranties and the Schedules to this
    Agreement;







- 8 - 

	 	(c) 	
      Representations and Warranties. The
      representations and warranties of Grandview contained in this Agreement
      shall be true and correct on and as of the Closing Date with the same
      force and effect as though such representations and warranties had been
      made on the Closing Date and the Purchaser shall have received a
      certificate signed by a senior officer of Grandview to the effect that the
      matters represented and warranted by Grandview in this Agreement are true
      and correct as of the Closing Date with the same force and effect as if
      made on the Closing Date;

	 	 	 
	 	(d) 	
      Corporate Authorizations and Consents. The
      directors of Grandview shall have approved of the sale of the Mineral
      Properties contemplated by this Agreement and the other transactions
      contemplated by this Agreement, including, without limitation, the consent
      to any services agreement which may be entered into between the Purchaser
      and Grandview for the provision of the services of one or more of
      Grandview’ directors or senior officers;

	 	 	 
	 	(e) 	
      Delivery of Documents. All documents necessary or,
      in the view of counsel to the Purchaser, appropriate, to complete the
      transfer of legal and beneficial ownership in and to the Mineral
      Properties shall have been delivered at the Closing;

	 	 	 
	 	(f) 	
      Consents. All consents and waivers to be obtained
      by Grandview from all third parties, including, without limitation, from
      First Nations, that are necessary to complete the transfer or assignment
      of the Mineral Properties to the Purchaser, without causing other
      liabilities or claims by third parties, shall have been
obtained;

	 	 	 
	 	(g) 	
      Covenants. All of the covenants and agreements of
      Grandview to be performed on or before the Closing Date pursuant to this
      Agreement shall have been duly performed and the Purchaser shall have
      received a certificate signed by a senior officer of Grandview to the
      effect that the covenants and agreements of Grandview to be performed on
      or before the Closing Date pursuant to this Agreement have been duly
      performed;

	 	 	 
	 	(h) 	
      Opinion. The Purchaser shall have received an
      opinion of counsel to Grandview, in form and substance satisfactory to the
      Purchaser and its counsel, acting reasonably, with respect to all such matters as counsel
      to the Purchaser may reasonably request relating to:







- 9 - 

	 		(i) 	
      the corporate status of Grandview; and

	 	 	 	 
	 		(ii) 	
      the due authorization, execution and delivery of this
      Agreement and the enforceability of all such documents in accordance with
      their terms, subject to qualifications relating to bankruptcy or
      insolvency laws affecting creditors’ rights generally and the availability
      of discretionary equitable remedies.

	 	 	 	 
	 	(i) 	
      Required Work or Payment in Lieu. Grandview shall
      have performed all required work that is required in respect of the claims
      comprising the Mineral Properties or shall have paid the dollar value of
      the unperformed required work to the recorder and shall have filed all
      reports in relation to the required work, all in accordance with The
      Mines and Minerals Act (Manitoba) and shall have received or shall be
      entitled to receive from the recorder a certificate of acceptance in
      connection with the required work or payments.



Grandview shall exercise its commercially best efforts to
complete all requirements to close the transaction contemplated by this
Agreement. In the event that any of the foregoing conditions are not performed
or fulfilled by Grandview, or waived by the Purchaser at or before the Closing
Date, the Purchaser may terminate this Agreement, in which event the Purchaser
will be released from all obligations under this Agreement, and Grandview will
also be so released unless Grandview was reasonably capable of causing such
condition or conditions to be fulfilled or unless Grandview has breached any of
its covenants or obligations in or under this Agreement. The foregoing
conditions are for the benefit of the Purchaser only and accordingly the
Purchaser will be entitled to waive compliance with any such conditions if it
sees fit to do so, without prejudice to its rights and remedies at law and in
equity and also without prejudice to any of its rights of termination in the
event of non-performance of any other conditions in whole or in part. 

	6. 	
      CLOSING TRANSACTIONS



6.1                                  
Time and Place. The Closing shall take place at the offices of Thompson
Dorfman Sweatman LLP, 2200 – 201 Portage Avenue, Winnipeg, Manitoba at 11:00
a.m. (Manitoba time) on the Closing Date, or at such other time on the Closing
Date as the parties may agree. 




- 10 - 

6.2                                   Grandview
Closing Documents. At the Closing, Grandview shall deliver or cause to be
delivered the following to the Purchaser: 

	 	(a) 	
      all Data;

	 	 	 
	 	(b) 	
      the certificate referred to at Section 5.1(c);

	 	 	 
	 	(c) 	
      the certificate referred to at Section 5.1(h);

	 	 	 
	 	(d) 	
      a certified copy of resolutions of the directors of
      Grandview approving the sale of the Mineral Properties and other
      transactions as contemplated by this Agreement and the execution, delivery
      and performance of this Agreement;

	 	 	 
	 	(e) 	
      a Certificate of Status of recent date issued by the
      Ontario Ministry of Government Services;

	 	 	 
	 	(f) 	
      a Certificate of Status of recent date issued by the
      Manitoba Companies Office;

	 	 	 
	 	(g) 	
      all deeds, bills of sale, conveyances, transfers,
      assignments, instruments and other documents which are necessary to
      assign, quit claims, sell and transfer the Mineral Properties to the
      Purchaser as contemplated by this Agreement in such form and content as
      the Purchaser may reasonably require;

	 	 	 
	 	(h) 	
      the certificate of acceptance in connection with the
      required work or payments referred to at Section 5.1(i); and

	 	 	 
	 	(i) 	
      all other documents as the Purchaser may request pursuant
      to the terms and conditions contained in this
Agreement.



6.3                                  
The Purchaser’s Closing Documents. At the Closing, the Purchaser will
deliver to Grandview a cheque, solicitor’s trust cheque or bank draft made
payable to Grandview Gold Inc. in the amount of $1,000. 

6.4                                   Concurrent
Delivery. It shall be a condition of the Closing that all matters of
execution and delivery of documents by each party to the other pursuant to the
terms hereof shall be concurrent requirements and that nothing shall be complete
at the Closing until everything required as to be executed and delivered at the
Closing has been executed and delivered. 




- 11 - 

6.5                                   Payment
of Taxes on Sale and Transfer. The Purchaser shall be responsible for and
shall pay when due any and all value added, sales and use, goods and services,
excise, stamp, documentary, customs and property transfer taxes, or other fees,
imposts, levies, duties, registration fees or other charges of any nature
whatsoever or whensoever payable in respect of the sale and transfer of the
Mineral Properties to the Purchaser, but not including income taxes or taxes on
capital gains. 

	7. 	
      REPRESENTATIONS AND WARRANTIES AND
      ACKNOWLEDGEMENTS



7.1                                   Representations
and Warranties of Grandview. Grandview hereby represents and warrants to the
Purchaser, and acknowledges that the Purchaser is relying upon such
representations and warranties that: 

	 	(a) 	
      Organization, Good Standing and Qualification.
      Grandview is a corporation duly organized, validly existing and in
      good standing under the laws of its jurisdiction of incorporation and has
      all requisite corporate power and authority required to enter into this
      Agreement and consummate the transactions contemplated hereby, to own or
      lease its property and assets and to carry on business as currently
      conducted.

	 	 	 
	 	(b) 	
      Due Authorization. All corporate action on the
      part of Grandview, including, without limitation, all approvals necessary
      for the authorization, execution and delivery of, and the performance of
      all obligations of Grandview under, this Agreement has been taken, and
      this Agreement constitutes valid and legally binding obligations of
      Grandview, enforceable against Grandview in accordance with its
    terms.

	 	 	 
	 	(c) 	
      Governmental Consents. Except as set out in
      Schedule B, no consent, approval, order or authorization of, or
      registration qualification, designation, declaration or filing with any
      Governmental Authority on the part of Grandview is required in connection
      with the consummation of the transactions contemplated by this Agreement,
      it being acknowledged that the Purchaser shall be responsible for
      registering the transfer of title to Mineral Properties and providing any
      required notices of transfer.

	 	 	 
	 	(d) 	
      Non-Contravention. The execution and delivery of
      this Agreement and the performance of the terms hereof by Grandview will
      not conflict with rights of third parties or result in a breach of or
      default under any agreement or other instrument of obligation to which
      Grandview is a party and will not contravene
or conflict with the constating documents of Grandview and
      will not constitute a violation of any provision of any law applicable to
      Grandview.







- 12 - 

	 	(e) 	
      Resident. Grandview is not a “non-resident” of
      Canada within the meaning of the Income Tax Act (Canada).

	 	 		
	 	(f) 	
      No Adverse Rights.

	 	 	 	 
	 		(i) 	
      Grandview holds the Mineral Properties for its own
      account, free and clear of all Encumbrances, except the Murphy NSR
      Obligations and has not assigned or agreed to assign the Mineral
      Properties or any of its rights with respect thereto or granted or agreed
      to grant any options to purchase or rights of first refusal with respect
      to the Mineral Properties; and

	 	 	 	 
	 		(ii) 	
      Grandview is the legal and beneficial owner of, and has
      good and marketable title to, the Mineral Properties, in each case free of
      all Encumbrances, except the Murphy NSR Obligations, claims or demands
      whatsoever, other than those described in Schedule A and Grandview does
      not know of any claim or the basis for any claim that might or could
      adversely affect the right thereof to use, transfer or otherwise exploit
      such Mineral Properties.

	 	 	 	 
	 	(g) 	
      Mineral Properties.

	 	 	 	 
	 	 	(i) 	The Mineral Properties are held by Grandview under
      valid, subsisting and enforceable documents or recognized and enforceable
      agreements or instruments that are sufficient to permit the Purchaser to
      conduct exploration, development and exploitation activities thereon,
      subject to applicable permitting requirements;
	 	 	 	 
	 	 	(ii)	
       All Mineral Properties have, to Grandview’s best
      knowledge, been validly located, staked and recorded in accordance with
      all applicable laws and are valid and subsisting; and

	 		
       

	 	 	(iii) 	The Mineral Properties are in good standing with
      respect to all filings, fees, rents, Taxes, assessments, work commitments
      and other similar matters required with respect thereto, and there are no
      adverse claims or challenges outstanding or, to Grandview’ knowledge,
      threatened against Grandview’ right, title and interest in and to the
      Mineral Properties;






- 13 - 

	 		
      At Closing, Grandview shall have performed all required
      work that is required in respect of the claims comprising the Mineral
      Properties or shall have paid the dollar value of the unperformed required
      work to the recorder and shall have filed all required reports in relation
      to the required work, all in accordance with The Mines and Minerals Act
      (Manitoba) for the period ended December 31, 2010, and required to
      renew the claims for the period ending December 31, 2010.

	 	 	 
	 	(h) 	
      Compliance with Laws, Licenses and Permits.
      Grandview has conducted and is conducting its business in compliance
      in all respects with all applicable laws, rules, regulations, tariffs,
      orders and directives of each jurisdiction in which it carries on business
      and possesses all approvals, consents, certificates, registrations,
      authorizations, permits and licenses issued by the appropriate federal,
      provincial, municipal or other regulatory agency or body necessary to
      carry on the business currently carried on by it, is in compliance in all
      respects with the terms and conditions of all such approvals, consents,
      certificates, authorizations, permits and licences and with all laws,
      regulations, tariffs, rules, orders and directives material to the
      operations thereof, and Grandview has not received any notice of the
      modification, revocation or cancellation of, or any intention to modify,
      revoke or cancel or any proceeding relating to the modification,
      revocation or cancellation of any such approval, consent, certificate,
      authorization, permit or license.

	 	 	 
	 	(i) 	
      First Nations. To the best knowledge of Grandview,
      the Mineral Properties are not subject to any claims, rights or interest,
      and do not encroach or adjoin any lands or territory, of any First Nation
      Entity. The proposed transfer of the Mineral Properties and all activities
      contemplated under this Agreement to be conducted in connection with the
      Mineral Properties, including, without limitation, exploration,
      development and exploitation activities, do not obligate any Government
      Authority to consult with, and accommodate the aboriginal interests of,
      any First Nation Entity.

	 	 	 
	 	(j) 	
      No Defaults. Grandview is not, to its knowledge,
      in default of any material term, covenant or condition under or in respect
      of any judgment, order, agreement or instrument relating to the Mineral
      Properties to which it or any of the Mineral Properties thereof are or may
      be subject and no event has occurred and is continuing, and no
      circumstance exists which has not been waived, which constitutes a default
      in respect of any commitment, agreement, document or other instrument to
      which Grandview is a party or by which it is otherwise bound relating to
      the Mineral Properties.

	 	 	 
	 	(k) 	
      Environmental
Compliance.







- 14 - 

	 	(i) 	
      All operations carried out to date by Grandview on any of
      the Mineral Properties comply in all material respects with all applicable
      Environmental Laws;

	 	 	 
	 	(ii) 	
      Grandview does not have any knowledge of, and has not
      received any notice of, any claim, judicial or administrative proceeding,
      pending or threatened against, or which may affect, the Mineral Properties
      or operations thereof, relating to, or alleging any violation of any
      Environmental Laws, Grandview is not aware of any facts which could give
      rise to any such claim or judicial or administrative proceeding and
      neither Grandview nor any of the Mineral Properties or operations thereof
      are the subject of any investigation, evaluation, audit or review by any
      Governmental Authority to determine whether any violation of any
      Environmental Laws has occurred or is occurring or whether any remedial
      action is needed in connection with a release of any Hazardous Substance
      into the environment, except for compliance investigations conducted in
      the normal course by any Governmental Authority;

	 	 	 
	 	(iii) 	
      Grandview has not given or filed any notice under any
      federal, provincial or local law with respect to any Environmental
      Activity, Grandview does not have any liability (whether contingent or
      otherwise) in connection with any Environmental Activity and Grandview is
      not aware of any notice being given under any federal, provincial or local
      law or of any liability (whether contingent or otherwise) with respect to
      any Environmental Activity, relating in each case to or affecting the
      Mineral Properties or operations thereof;

	 	 	 
	 	(iv) 	
      Grandview does not store any Hazardous Substance on the
      Mineral Properties and has not disposed of any Hazardous Substance, in
      each case in a manner contrary to any Environmental Laws, and, to
      Grandview’s best knowledge, there are no Hazardous Substances on any of
      the Mineral Properties other than in compliance with Environmental Laws;
      and

	 	 	 
	 	(v) 	
      Grandview is not subject to any contingent or other
      liability relating to the restoration or rehabilitation of land, water or
      any other part of the environment on the Mineral Properties comprising the
      Mineral Properties or non-compliance with Environmental Law except for
      such obligations or liabilities as exist under outstanding permits issued
      in connection with the Mineral Properties.







- 15 - 

	 	(l) 	
      Litigation. There is no action, suit, proceeding,
      claim, arbitration or investigation pending or, to Grandview’s best
      knowledge, currently threatened against Grandview, or any of its
      respective activities, properties or assets, or any officer, director or
      employee of Grandview that seeks to prevent, enjoin, alter or delay any of
      the transactions contemplated by this Agreement.

	 	 	 
	 	(m) 	
      Bankruptcy. Grandview is not an insolvent person
      within the meaning of the Bankruptcy and Insolvency Act (Canada)
      and will not become an insolvent person as a result of the Closing, is
      able to pay its debts as they become due in the ordinary course of
      business, and the entering into of the other transactions contemplated by
      this Agreement and the performing of its obligations under the other
      transactions contemplated by this Agreement will not render Grandview
      insolvent or unable to pay its debts as they become due.

	 	 	 
	 	(n) 	
      No Proceedings. No act or proceeding has been
      taken or authorized by or against Grandview by any other Person in
      connection with the dissolution, liquidation, winding up, bankruptcy or
      insolvency of Grandview or with respect to any amalgamation, merger,
      consolidation, arrangement or reorganization of, or relating to, Grandview
      and no such proceedings have been threatened by any other Person. There is
      no legal proceeding in progress, pending, or threatened against or
      affecting Grandview or affecting the title of Grandview to any of the
      Mineral Properties at law or in equity. There are no grounds on which any
      such legal proceeding might be commenced and there is no order outstanding
      against or affecting Grandview which, in any such case, affects adversely
      or might affect adversely the ability of Grandview to enter into this
      Agreement or to perform its obligations hereunder.

	 	 	 
	 	(o) 	
      Material Information. Grandview has provided to
      the Purchaser all material information relating to the Mineral Properties
      in its control or possession or to its best knowledge existing on the date
      hereof. None of the foregoing representations and warranties and no
      document furnished by or on behalf of Grandview to the Purchaser in
      connection with the negotiation of the transactions contemplated by this
      Agreement contains any untrue statement of a material fact or omits to
      state any material fact necessary to make any such statement or
      representation not misleading to a prospective purchaser of the Mineral
      Properties seeking full information as to the all of the Mineral
      Properties. There are no facts not disclosed in this Agreement which, if
      learned by the Purchaser, might reasonably be expected to materially
      diminish the Purchaser’s evaluation of the value of the Mineral Properties
      or which, if learned by the Purchaser, might reasonably be expected to
      deter the Purchaser from completing the transactions contemplated by this
      Agreement on the terms of this Agreement.







- 16 - 

7.2                                   Representations
and Warranties of Purchaser. The Purchaser hereby represents and warrants to
Grandview, and acknowledges that Grandview is relying upon such representations
and warranties that: 

	 	(a) 	
      Organization, Good Standing and Qualification. The
      Purchaser is a corporation duly organized, validly existing and in good
      standing under the laws of Manitoba and has all requisite corporate power
      and authority required to enter into this Agreement and consummate the
      transactions contemplated by this Agreement, to own or lease its property
      and assets and to carry on its business as currently conducted.

	 	 	 
	 	(b) 	
      Due Authorization. All corporate action on the
      part of the Purchaser necessary for the authorization, execution and
      delivery of, and for the performance of all obligations of the Purchaser
      under, this Agreement has been taken, and this Agreement constitutes valid
      and legally binding obligations of the Purchaser, enforceable against the
      Purchaser in accordance with its terms, subject to qualifications relating
      to bankruptcy or insolvency laws affecting creditors’ rights generally and
      the availability of discretionary equitable
remedies.




	8. 	
      SURVIVAL OF TERMS AND
RECOURSE



8.1                                   Survival.
The representations, warranties and covenants of Grandview and the Purchaser
respectively contained in this Agreement and in or under any documents,
instruments and agreements delivered pursuant to this Agreement shall survive
the Closing and the completion of the transactions contemplated hereby for a
period of two (2) years from the Closing Date.

8.2                                  
Indemnification by Grandview. Grandview shall indemnify and save the
Purchaser harmless from and against all losses, costs, damages, expenses and
liabilities suffered or incurred by the Purchaser by reason of a breach of any
material representation, warranty, covenant or obligation of Grandview in or
under this Agreement or in or under any document, instrument or agreement
delivered pursuant to this Agreement. 

8.3                                   Indemnification
by the Purchaser. The Purchaser shall indemnify and save Grandview harmless
from and against all losses, costs, damages, expenses and liabilities suffered
or incurred by Grandview by reason of a breach of any representation, warranty,
covenant or obligation of the Purchaser in or under this Agreement or in or
under any document, instrument or agreement delivered pursuant to this
Agreement. 




- 17 - 

8.4                                   Notice
of Claim. If any party (an “Indemnified Party”) becomes aware of any
act, omission or state of facts that may give rise to a right of indemnification
as provided for under this Article 8, the Indemnified Party shall promptly give
written notice thereof (a “Notice of Claim”) to the person or persons who
have the obligation to indemnify pursuant to this Agreement (the
“Indemnifying Party” or “Indemnifying Parties” as the case may
be). Such notice shall specify whether the potential damages arise as a result
of a claim by a Person against the Indemnified Party (a “Third Party
Claim”) or whether the potential damages do not so arise (a “Direct
Claim”), and shall also specify with reasonable particularity (to the extent
that the information is available): 

	 	(a) 	
      the factual basis for the Direct Claim or Third Party
      Claim, as the case may be; and

	 	 	 
	 	(b) 	
      the amount of the potential damages arising therefrom, if
      known.



If, through the fault of the Indemnified Party, the
Indemnifying Party does not receive notice of a particular claim in time
effectively to contest the determination of any liability susceptible of being
contested or to assert a right to recover an amount under applicable insurance
coverage, then the liability of the Indemnifying Party to the Indemnified Party
under this Article 8 shall be reduced to the extent that damages are incurred by
the Indemnifying Party resulting from the Indemnified Party’s failure to give
such notice on a timely basis. 

8.5                                   Third
Party Claim. In the case of a Third Party Claim, the provisions in the
following paragraphs of this Section 8.5 apply. 

	 	(a) 	
      The Indemnifying Party shall have the right, at its
      expense, to participate in but not control the negotiation, settlement or
      defence of the Third Party Claim, which control shall rest at all times
      with the Indemnified Party, unless the Indemnifying Party:

	 	 	 	 
	 		(i) 	
      irrevocably acknowledges in writing complete
      responsibility for, and agrees to indemnify the Indemnified Party in
      respect of, the Third Party Claim; and

	 	 	 	 
	 		(ii) 	
      furnishes evidence to the Indemnified Party which is
      satisfactory to the Indemnified Party, acting reasonably, of its financial
      ability to indemnify the Indemnified Party,

	 	 	 	 
	 			
      in which case the Indemnifying Party may assume such
      control at its expense through counsel of its
choice.







- 18 - 

		(b) 	
      If the Indemnifying Party elects to assume control as
      contemplated in Section 8.5(a), the Indemnifying Party shall reimburse the
      Indemnified Party for all of the Indemnified Party’s out-of-pocket
      expenses incurred as a result of such participation or assumption. The
      Indemnified Party shall continue to have the right to participate in the
      negotiation, settlement or defence of such Third Party Claim and to retain
      counsel to act on its behalf, provided that the fees and disbursements of
      such counsel shall be paid by the Indemnified Party unless the
      Indemnifying Party consents to the retention of such counsel at its
      expense or unless the named parties to any action or proceeding include
      both the Indemnifying Party and the Indemnified Party and a representation
      of both the Indemnifying Party and the Indemnified Party by the same
      counsel would be inappropriate due to the actual or potential differing
      interests between them (such as the availability of different defences),
      in which case the fees and disbursements of such counsel shall be paid by
      the Indemnifying Party. The Indemnified Party shall co-operate with the
      Indemnifying Party so as to permit the Indemnifying Party to conduct such
      negotiation, settlement and defence and for this purpose shall preserve
      all relevant documents in relation to the Third Party Claim, allow the
      Indemnifying Party access on reasonable notice to inspect and take copies
      of all such documents and require its personnel to provide such statements
      as the Indemnifying Party may reasonably require and to attend and give
      evidence at any trial or hearing in respect of the Third Party
    Claim.

	 	 	 
		(c) 	
      If, having elected to assume control of the negotiation,
      settlement or defence of the Third Party Claim, the Indemnifying Party
      thereafter fails to conduct such negotiation, settlement or defence with
      reasonable diligence, then the Indemnified Party shall be entitled to
      assume such control and the Indemnifying Party shall be bound by the
      results obtained by the Indemnified Party with respect to such Third Party
      Claim.

	 	 	 
		(d) 	
      If the Indemnifying Party fails to assume control of the
      defence of any Third Party Claim, the Indemnified Party shall have the
      exclusive right to contest, settle or pay the amount claimed and the
      Indemnifying Party shall be bound by the results obtained by the
      Indemnified Party with respect to such Third Party Claim. Whether or not
      the Indemnifying Party assumes control of the negotiation, settlement or
      defence of any Third Party Claim, the Indemnifying Party shall not settle
      any Third Party Claim without the written consent of the Indemnified
      Party, which consent shall not be unreasonably withheld or
  delayed.







- 19 - 

	9. 	
      COVENANTS OF GRANDVIEW



9.1                                   Regulatory
Matters. Grandview covenants and agrees that it shall use its commercial
best efforts to: 

	 	(a) 	
      obtain all party consents; waivers, disclaimers and
      discharges required to be obtained by Grandview to be able to transfer and
      assign the Mineral Properties to the Purchaser on Closing;

	 	 	 
	 	(b) 	
      assist the Purchaser with obtaining all regulatory
      approvals by providing the Purchaser with a report on land tenure and
      status in respect of the properties comprising the Mineral Properties;
      and

	 	 	 
	 	(c) 	
      comply with the terms hereof and faithfully and
      expeditiously seek to satisfy the conditions precedent set out above and
      to close the sale of the Mineral Properties and related transactions as
      soon as practicable and in any event no later than August 31,
  2010.



9.2                                   Non-solicitation.
Grandview covenants and agree that, from the date hereof until Closing, it shall
not, directly or indirectly, solicit, initiate, assist, facilitate, promote or
knowingly encourage the initiation of proposals or offers from, or entertain or
enter into negotiations with any person (other than Centerpoint Resources, Inc.
(the parent company of the Purchaser)) with respect to the purchase or sale of
an interest in and to all or any portion of the Mineral Properties. 

9.3                                  
Encumbrances. Grandview shall not in any manner whatsoever encumber its
interest in and to the Mineral Properties, this Agreement and the Net Smelter
Return royalty; for the avoidance of doubt, Grandview’s interest in and to the
Mineral Properties, this Agreement and the Net Smelter Return royalty shall
remain free and clear of all Encumbrances, other than the Murphy NSR
Obligations. 

9.4                                   Title
Relations. When requested by the Purchaser and at the Purchaser’s cost,
Grandview shall provide all reasonable assistance with respect to title to the
Mineral Properties in dealings with Governmental Authorities and any First
Nation Entity. 

9.5                                   Transfer
of Permits. Grandview will transfer all exploration, development,
exploitation and all other permits, including, without limitation, any bulk
sampling permits and advanced exploration permits, relating to the Mineral
Properties that are held by it to the Purchaser as soon as possible following
Closing, subject to the prior receipt of all required governmental approvals. To
the extent that any such permit is not transferable and the Purchaser has not
obtained a replacement permit its own name by the Closing Date, Grandview shall
continue to hold any such permit in escrow, for an on behalf of the Purchaser,
until such time as the Purchaser, acting reasonably, has obtained the
replacement permit. 




- 20 - 

	10. 	
      GENERAL



10.1                               
Development of the Mineral Properties. It is acknowledged and agreed
that, notwithstanding any other provision of this Agreement, the Purchaser shall
not be required to commence to explore, develop or exploit the Mineral
Properties in any manner whatsoever and that, should the Purchaser commence to
explore, develop or exploit the Mineral Properties, nothing in this Agreement
shall require that the Purchaser continue such activities. For the avoidance of
doubt, the decision to commence to explore, develop or exploit the Mineral
Properties or to continue to explore, develop or exploit the Mineral Properties
is in the sole and absolute discretion of the Purchaser. 

10.2                               
Right to Sell or Assign. Grandview shall not assign or otherwise transfer
this Agreement or any of its rights or obligations hereunder without the prior
written consent of the Purchaser, which consent shall not be unreasonably
withheld.

10.3                              
Murphy Agreement. It is acknowledged and agreed that, notwithstanding any
other provision of this Agreement, the Purchaser shall be subject to and bound
by the terms and conditions of the Murphy Agreement in respect of the Mineral
Properties affected by the Murphy Agreement that are being purchased by the
Purchaser under this Agreement. 

10.4                               
Notices. All notices, payments and other required communications
(“Notices”) to one party by the other shall be in writing and shall be addressed
respectively as follows: 

	 	if to Grandview: 
	 	  
	 	Grandview Gold Inc. 
	 	Suite 820, 330 Bay Street 
	 	Toronto ON M5H 2S8 
	 	  
	 	Fax: 416-486-9577 
	 	Attention: President 
	 	  
	 	if to the Purchaser: 
	 	  
	 	Centershield Gold Mines Inc. 
	 	c/o 4226 Granger Road 
	 	Nelson BC V1L 6T1 
	 	  
	 	Fax: 250-825-2205 
	 	Attention: President 






- 21 - 

All Notices shall be given (1) by personal delivery to the
addressee, or (2) by electronic communication, with a confirmation sent by
registered or certified mail return receipt requested, or (3) by registered or
certified mail or commercial carrier return receipt requested. All Notices shall
be effective and shall be deemed delivered (1) if by personal delivery on the
date of delivery if delivered during normal business hours and, if not delivered
during normal business hours, on the next business day following delivery, (2)
if by electronic communication on the next business day following sending of the
electronic communication provided that confirmation is sent before on or before
that next business day, and (3) if solely by mail or commercial carrier on the
next business day after delivery. A party may change its address by Notice to
the other party. 

10.5                               Brokerage
Fees and Commissions. Each party represents and warrants to the other party
that the other party will not be liable for any brokerage commission, finder’s
fee or other similar payment in connection with the transactions contemplated
hereby because of any action taken by, or agreement or understanding reached by,
that party. 

10.6                                Time.
Time is of the essence of this Agreement. 

10.7                              
Waiver. The failure of a party to insist on the strict performance of any
provision of this Agreement or to exercise any right, power or remedy upon a
breach hereof shall not constitute a waiver of any provision of this Agreement
or limit that party’s right thereafter to enforce any provision or exercise any
right. 

10.8                                Modification.
No modification of this Agreement shall be valid unless made in writing and duly
executed by the parties. 

10.9                                Entire
Agreement. This Agreement contains the entire understanding of the parties
and supersedes all prior agreements and understandings between the parties
relating to the subject matter hereof. 

10.10                             
Expenses. The parties agree that, other than as provided herein,
following Closing, Purchaser will reimburse Grandview for its reasonable legal
costs in completing the transaction contemplated by this Agreement. 

10.11                              Good
Faith. The parties agree to perform or cause to be performed all such acts
and deeds as may be required to give full force and effect to the terms and
provisions set out herein and to cooperate with each other and each other’s
counsel and other professional advisors in the preparation, execution and
delivery of any and all documents or instruments necessary to give full force
and effect to the terms and provisions set out herein and in any other documents
required to give effect hereto. 




- 22 - 

10.12                               Further
Assurances. The parties hereto shall execute and deliver all such further
documents and instruments and do all such acts and things as any party may
reasonably require of the other in order that the full intent and meaning of
this Agreement is carried out. 

10.13                               Severability.
If any one or more of the provisions contained in this Agreement should be
invalid, illegal or unenforceable in any respect in any jurisdiction, the
validity, legality and enforceability of such provision or provisions will not
in any way be affected or impaired thereby in any other jurisdiction and the
validity, legality and enforceability of the remaining provisions contained
herein will not in any way be affected or impaired thereby, unless in either
case as a result of such determination this Agreement would fail in its
essential purpose. 

10.14                                Enurement.
This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective successors and permitted assigns. 

10.15                                Governing
Law. This Agreement shall be governed by and construed in accordance
with the laws of the Province of Manitoba and the laws of Canada applicable
therein. 

10.16                                Registration.
The parties acknowledge and agree that this Agreement will be registered in the
Mines and Minerals Branch of the Province of Manitoba to evidence the royalty
obligations of the Purchaser to Grandview. 

10.17                               
Attornment. Each party agrees (i) that any action or proceeding relating
to this Agreement may (but need not) be brought in any court of competent
jurisdiction in the Province of Manitoba, and for that purpose now irrevocably
and unconditionally attorns and submits to the jurisdiction of such Manitoba
court; (ii) that it irrevocably waives any right to, and will not, oppose any
such Manitoba action or proceeding on any jurisdictional basis, including
forum non conveniens; and (iii) not to oppose the enforcement against it,
in any other jurisdiction of any judgment or order duly obtained from an
Manitoba court as contemplated by this Section 10.16. Each of Grandview and the
Purchaser irrevocably appoints the following Persons as its agent to receive on
its behalf service of summons and any other legal process which may be served in
any action, suit or proceeding: 






- 23 - 

	 	For the Purchaser: 
	 	  
	 	Thompson Dorfman Sweatman LLP 
	 	2200-201 Portage Avenue 
	 	Winnipeg MB R3B 3L3 
	 	  
	 	Fax: 204-934-0597 
	 	Attention: John D. Stefaniuk

	 	with a copy to: 
	 	  
	 	Centershield Gold Mines Inc. 
	 	c/o 4226 Granger Road 
	 	Nelson BC V1L 6T1 
	 	  
	 	Fax: 250-825-2205 
	 	Attention: President 
	 	  
	 	For Grandview: 
	 	  
	 	Pitblado LLP 
	 	2500 - 360 Main Street 
	 	Winnipeg MB R3C 3Z3 
	 	  
	 	Fax: 204-957-0227 
	 	Attention: Thomas Turner 
	 	  
	 	with a copy to: 
	 	  
	 	Grandview Gold Inc. 
	 	Suite 820, 330 Bay Street 
	 	Toronto ON M5H 2S8 
	 	  
	 	Fax: 416-486-9577 
	 	Attention: President 


Such service may be made by mailing or delivering a copy of
such process to the applicable party in care of its agent at the address given
in this Section 10.16 and each of the parties hereby irrevocably authorizes and
directs the respective agents to accept such service on their behalf. If and to
the extent that such service and any summons or other legal process cannot for
any reason be effected upon the applicable agent as in this Agreement provided,
each of the Parties further irrevocably consents to the service of any and all
legal process in any such action, suit or proceeding by the mailing of copies of
such process in the manner specified in Section 10.4. Nothing in this Section
10.16 shall affect the rights of the parties to serve legal process in any other
manner permitted by applicable law. 

10.18                               
Arbitration. Notwithstanding Section 10.16, all disputes between the
parties in respect of the payment of the Net Smelter Return royalty shall be
referred to a single arbitrator under The Arbitration Act (Manitoba),
whose decisions shall be final and binding on the parties. The arbitrator shall
be appointed by agreement between the parties, or in default of agreement, the arbitrator shall be appointed by a judge of the Manitoba
Court of Queen’s Bench, upon the application of any party to this Agreement. The
arbitration shall be conducted in the City of Winnipeg, at a location and
according to a procedure to be agreed by the parties, or in default of
agreement, determined by the arbitrator. Payment of the costs of the arbitration
shall be determined by the arbitrator. 




- 24 - 

10.19                                Counterparts.
This Agreement may be executed in any number of counterparts and, following
execution and delivery of such a counterpart by each of the parties hereto, each
of such counterparts will constitute an original executed copy hereof and all of
such counterparts, taken together, will constitute one and the same document.
This Agreement may be delivered by electronic delivery of a copy of a signed
original. 

                                          IN WITNESS WHEREOF the parties have duly executed this
Agreement as of the date first written above. 

	CENTERSHIELD GOLD MINES INC. 	GRANDVIEW GOLD INC. 
	  	  
	  	  
	By:                                                                     	By:                                                                     
	       Title: 	       Title:







SCHEDULE A 

Mineral Properties 


	Claim Name 	Claim/Lease/Title Number 
	CUPP2 Frac 	Claim
      No. W53272 
	CUPP3 Frac 	Claim No. W53561 







SCHEDULE B 

Consents