Grandview Gold Inc.: Exhibit C - Filed by newsfilecorp.com






Hereby are set forth the terms of an agreement (hereinafter the
Agreement) entered into on one part by Miguel Ángel Saldaña Mujica, with
Peruvian ID Card No. 07733280, married to Mrs. Giuliana María Bianchi Ríos, with
Peruvian ID Card No. 10543568, domiciled at calle Miguel Soto Valle No. 281,
apartment 401, Magdalena del Mar, Lima, hereinafter the TITLEHOLDER; on
the other part by Grandview Gold Inc., domiciled at 330 Bay Street, Suite 820,
Toronto, Ontario M5H 2S8, Canada, represented by [Mr. Paul Sarjeant],
hereinafter GRANDVIEW; in the following terms and conditions: 

Each of the TITLEHOLDER and GRANDVIEW will be the Party, and
together the Parties. 

	FIRST.-
      BACKGROUND 
	 	 
	1.1 	
      The Titleholder is the holder of the following mining
      rights both located in the Suyo district, Ayabaca provinvce, department of
      Piura in the Republic of Peru: (i) Giulianita, with Code Number
      01-03353-04 covering 200.00 hectares, and (ii) Giulianita 1, with Code
      Number 01- 00066-05 covering 200.00 hectares. Both Giulianta and
      Giulianita 1 will be referred hereinafter as the MINING RIGHTS.

	 	 
	1.2 	
      The Parties entered into a Letter Agreement dated April
      23, 2009 setting for the basic terms of an option agreement with respect
      to up to 100% of the interests upon the MINING RIGHTS, providing for the
      Parties to enter into an option agreement on or about June 30, 2009 (the
      Letter Agreement). The Letter Agreement will be part of this Agreement as
      Schedule A.

	 	 
	1.3 	
      After the execution of the Letter Agreement, but before
      June 30, 2009 the Parties realized that the MINING RIGHTS were located
      within 50 kilometers as from the national border with the Republic of
      Ecuador.

	 	 
		
      Pursuant Article 71 of the National Constitution of the
      Republic of Peru, non domiciled individuals or corporations are prevented
      from acquiring or possessing, directly or indirectly, by any title,
      individually or in company, any interests on mines, land, forest, water
      rights, oil deposits nor energy sources. Foreigners may be allowed to hold
      interests within the described border zones, provided they are authorized
      by the Cabinet of Ministers of Peru based on explicitly declared public
      needs.

	 	
        
	1.4 	
      As a consequence of the prohibition for GRANDVIEW to
      acquire an interest upon the MINING RIGHTS without the prior approval from
      the Peruvian Government (the Approval), the Parties are not capable of
      entering into an option agreement upon the MINING RIGHTS at this moment
      but are interested in maintaining the same terms mutandis mutandi
      of the Letter Agreement, except for the fact that GRANDVIEW will not
      be able to acquire or possess an interest upon them until the Approval
      from the Peruvian Government is obtained.



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 	SECOND.- COMPROMISO DE CONTRATAR 
	 	 
	2.1 	
      Hereby the Parties covenant and agree to postpone the
      execution of the option agreement setout in the Letter Agreement until the
      Approval is obtained, and in turn enter into this Agreement that contains
      the full terms for GRANDVIEW (or whoever GRANDVIEW appoints) to enter into
      an option agreement for the further acquisition of the MINING RIGHTS (the
      Option Agreement).

	 	 
	2.2 	
      In order to document and record the new terms for
      GRANDVIEW to acquire (directly or indirectly) in the future an interest
      upon the MINING RIGHTS, the Titleholder and a Peruvian subsidiary of
      GRANDVIEW will enter into a recordable Compromiso de Contratar as
      defined in Article 1414 of the Peruvian Civil Code. The Compromiso de
      Contratar represents the binding obligation to both Parties for
      executing the Option Agreement upon the MINING RIGHTS when the Approval
      from the Peruvian Government is obtained. The form of the Compromiso de
      Contratar that will be entered into together with this Agreement is a
      part hereto as Schedule B.

	 	 
		
      The Titleholder acknowledges that the subsidiary of
      GRANDVIEW that will enter into the Compromiso de Contratar is in
      the process of being incorporated and registered.

	 	 
	2.3 	
      The Compromiso de Contratar has all the essential
      characters of the Option Agreement.

	 	 
	2.4 	
      The term of the Compromiso de Contratar will be
      determinable, and it will last for as much time as it is necessary for
      GRANVIEW to obtain the Approval.

	 	 
	2.5 	
      The Parties agree that the intention of this Agreement is
      to facilitate the valid execution in the future of the
  Option Agreement, in which the Titleholder will grant
      to GRANDVIEW the option to acquire up to 100% of the interests upon the
      MINING RIGHTS. 



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 	THIRD.- OPTION AGREEMENT
      
	 	 
	3.1 	
      GRANDVIEW shall apply for the Approval within three
      months as from the date hereof.

	 	 
	3.2 	
      The Titleholder shall support at all times GRANDVIEW ́s
      application for the procurement of the Apporval.

	 	 
	3.3 	
      The Option Agreement shall be executed within the
      following 15 working days to the granting of the Approval to GRANDVIEW.
      The Option Agreement will be in the same form as contained in Schedule C.
      Both Parties will use all necessary efforts for obtaining the recording of
      the Option Agreement at the files of each of the MINING RIGHTS.

	 	 
	3.4 	
      The Option Agreement, as in the form of Schedule C,
      contains all the essential characters of the transfer agreement that shall
      be entered into in case GRANDVIEW exercises its
option.

	 	 
	FOURTH.- DESIGNATION OF PARTY TO THE OPTION AGREEMENT 
	 	 
	4.1 	
      In the event that GRANDVIEW ́s application for the
      Approval from the Peruvian Government is rejected, then GRANDVIEW will
      have the right to appoint the person or company that will be part of the
      Option Agreement.

	 	 
	4.2 	
      Likewise, at any time while the Compromiso de
      Contratar is in force, GRANDVIEW will have the right to assign this
      Agreement and the Compromiso de Contratar to any third party. This
      constitutes the consent from the Titleholder for the assignation (cesión
      de posición contractual) as referred in Article 1435 of the Peruvian Civil
      Code.

	 	 
	4.3 	
      GRANDVIEW will also have the right, but not the
      obligation, to appoint the person who will execute the Option Agreement in
      case the Approval procedure is still ongoing after the first anniversary
      as from the submission of the application for the
  Approval.



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	FIFTH.- OPPORTUNITY FOR ENTERING INTO THE OPTION
      AGREEMENT
	  	  
	5.1 	The payments and other considerations contained
      in the paragraph named “Terms of Option” shall be the only obligations for
      GRANDVIEW for entering into all of: (i) this Agreement, (ii) the
      Compromiso de Contratar, (iii) the Option Agreement and (iv) the
      Transfer Agreement that may result from the exercise of the option. 
	  	  
	5.2 	In the event that the Approval is not obtained
      within the first year as from the execution of the Compromiso de
      Contratar, and GRANDVIEW wishes to continue with the Compromiso
      de Contratar, then the payments and other obligations set forth for
      the first year in the Option Agreement will be paid, delivered and
      performed, as the case may be, under the Compromiso de Contratar
      and shall not be enforceable under the Option Agreement. In this case
      Schedule C will be amended accordingly. 
	  	  
	5.3 	Provisions from 5.2 will be applicable for the
      second and third year of the Option Agreement, as the case may be, in the
      event that the Approval is still not obtained by the time the obligations
      considered for them become due. 
	  	  
	SIXTH.- TERMINATION
    
	  	  
	6.1 	GRANDVIEW will have the right to terminate this
      Agreement and the Compromiso de Contratar at any time without cause
      and without incurring in any further responsibility or liability. In this
      case, the Titleholders will only be entitled to the payments that had
      become due and collectable at the moment of termination. 
	  	  
	6.2 	The Titleholder will not have the right to
      terminate this Agreement nor the Compromiso de Contratar without
      cause; unless, the Approval has not been obtained by the end of the third
      anniversary as from the date hereof and if by then GRANDVIEW has
      not served a notice to the Titleholder naming the person to whom this
      Agreement and the Compromiso de Contratar has been assigned. 
	  	  
	
	SEVENTH.- REPRESENTATIONS AND WARRANTIES 
	 	 
	7.1 	The Titleholder represents and warrants to
      GRANDVIEW, as follows. This representations and warranties shall remain
      true until the execution of the Option Agreement. 


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	 	7.1.1 	
      It has full power and lawful authority to execute and
      deliver this Agreement and to consummate and perform or cause to be
      performed its obligations under this Agreement;

	 	 	 
	 	7.1.2 	
      This Agreement constitutes a legal, valid and binding
      obligation of it, enforceable in accordance with its terms by appropriate
      legal remedy, subject to laws generally affecting creditors' rights and to
      principles of equity.

	 	 	 
	 	7.1.3 	
      To date it is the single holder of the MINING RIGHTS and
      is not prevented to enter into this Agreement, the Compromiso de
      Contratar, the Option Agreement and the Transfer Agreement that the
      exercise of the option will cause.

	 	 	 
	 	7.1.4 	
      The MINING RIGHTS have been properly incorporated in the
      National Cadaster and they have definitive UTM coordinates.

	 	 	 
	 	7.1.5 	
      The MINING RIGHTS are in good standing, free from
      contingencies, liens and encumbrances, there being no court or
      out-of-court order or agreement that may affect or limit their free
      transfer.

	 	 	 
	 	7.1.6 	
      The Concession Fees for each of the MINING RIGHT has been
      paid until the year 2009

	 	 	 
	 	7.1.7 	
      None of the MINING RIGHTS are six years old, and thus
      they are not yet subject to penalty payments for the failure to evidence a
      investment and/or minimum production for the year 2008.

	 	 	 
	 	7.1.8 	
      The administrative and registration procedures
      corresponding to the MINING RIGHTS have met all the formal requirements
      for the granting of the concession titles accordingly to law.

	 	 	 
	 	7.1.9 	
      No law, regulations and no obligation arising from any
      permit, authorization or approval has been infringed in the performance of
      the mining activities that may be applicable as concession holder of the
      MINING RIGHTS.



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		7.1.10 	
      It has not infringed any provision whatsoever related to
      environmental protection in the performance of its activities, there being
      no adverse environmental conditions that could affect the MINING RIGHTS,
      arising from all its past or current activities.

	 	 	 
		7.1.11 	
      It has complied with all of its formal obligations in
      connection with the MINING RIGHTS according to the Mining Act, and its
      regulations and related provisions, with all the statements filed,
      payments made and other lawful requirements complied up to date and
      according to law.

	 	 	 
	7.2 	
      GRANDVIEW represents and warrants to the Titleholder as
      follows. This representations and warranties shall remain true until the
      execution of the Option Agreement.

	 	 	 
		1.1.1. 	
      It is duly incorporated and validly exists under the laws
      of its place of incorporation and has the corporate power and authority to
      own and operate its property and assets and carry on its
  business;

	 	 	 
		1.1.2. 	
      The execution, delivery and performance of this Agreement
      has been properly authorized by all necessary corporate action;

	 	 	 
		1.1.3. 	
      It has full corporate power and lawful authority to
      execute and deliver this Agreement and to consummate and perform or cause
      to be performed its obligations under this Agreement;

	 	 	 
		1.1.4. 	
      This Agreement constitutes a legal, valid and binding
      obligation of it, enforceable in accordance with its terms by appropriate
      legal remedy, subject to laws generally affecting creditors' rights and to
      principles of equity.

	 	 	 
	EIGHT.- CONSULTING AGREEMENT 
	 	 
	 	
The Titleholder together with Ismael Saldaña Mujica on one side
and GRANDVIEW on the other side will enter into a Consulting Agreement in the
form of the draft contained herein as Schedule D, for overviewing the
exploration activities and assisting GRANDVIEW in all the administrative matters
related to the activities to be performed at the MINING RIGHTS.

    


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	NINTH.-
    GOVERNING LAW AND ARBITARTION 
	 	  
		This Agreement and the Compromiso de
      Contratar will be governed by, and construed and enforced in
      accordance with, the laws of Peru, without reference to its conflicts of
      law principles. All disputes arising between the Parties under this
      Agreement shall be finally settled by arbitration in accordance with the
      rules of the Instituto Nacional de Derecho de Minería, Petróleo y Energía
      by an Arbitral Tribunal consisting of three (3) arbitrators appointed in
      accordance with such rules. Arbitration shall take place in Lima, Peru and
      shall be conducted in Spanish. The decision of the Arbitral Tribunal shall
      be final, conclusive and binding on the Parties, and judgment upon such
      decision may be entered in any court having jurisdiction thereof. The
      award of arbitration costs and attorneys' fees shall be within the
      discretion of the Arbitral Tribunal. 
	 	  
	TENTH.-
    NOTICES 
	 	  
		Except as otherwise specified in this
      Agreement, any notice, demand or request required or authorized by this
      Agreement to be given in writing to a Party shall either be mailed by
      international courier, or by registered or certified mail (return receipt
      requested) postage prepaid to such Party at the following address: 
	 	  
	GRANDVIEW
  


GRANDVIEW GOLD INC.
____________________________

Attention: _________- [position] 
E-MAIL: _____________
Tel. No.
______________
Fax No.: _________
Switchboard: __________

TITLEHOLDERS:

____________________________ 
Attention: ___________
E-MAIL:
_____________
Tel. No. ____________
Fax. No. ____________


The designation of any such address may be changed at any time
by any of the Parties upon written notice given pursuant to the requirements of
this Section. A notice served by mail shall be deemed received upon receipt.

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Signed in Lima, on ____ day of June, 2009 

	                                                            
      	                   
                                                
                     
	GRANDVIEW 	TITLEHOLDERS 


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