OPTION TO PURCHASE AGREEMENT




OPTION TO PURCHASE AGREEMENT



 


THIS AGREEMENT made as of the 18th day of January, 2007.


BETWEEN: 

BEESTON ENTERPRISES LTD., a Nevada Corporation, having an office at
#200-1687 West Broadway, Vancouver, British Columbia, Canada V6J 1X2



(Hereinafter referred to as the "Optionor") 

OF THE FIRST PART





 

AND:

KRANTI RESOURCES INC., a Nevada Corporation, having an office at #103-

8318 120th Street, Surrey, British Columbia, Canada V3W 3N4


 

(Hereinafter referred to as the "Optionee")


OF THE SECOND PART





WHEREAS:

A. The Optionor is the owner of a certain mineral
property located in the Clinton Mining Division of British Columbia, Canada and
more particularly known and described in Schedule "A" attached hereto and
forming part of this Agreement (the "Property"). 



B. The Optionor has agreed to grant the Optionee the
right to explore and develop, and if the Optionee so elects, to acquire the
Property from the Optionor on the terms and subject to the conditions
hereinafter set forth.




NOW THEREFORE THIS AGREEMENT WITNESSETH that in
consideration of the premises and the representations, warranties, covenants and
agreements herein contained the parties hereto covenant, agree, represent and
warrant each with the other as follows:




DEFINITIONS



The following words, phrases and expressions shall have the
  following meanings in this Agreement:

  

  (a) "Expenditures" shall mean all direct or indirect
      expenses of or incidental to Mining Operations;

      

      (b) "Dollars" and "$" shall mean lawful money of Canada
      unless otherwise specifically provided;

      

      (c) "Net Smelter Returns" shall mean the net amount of
      money received by the Optionee for its own account from the sale of ore,
      or ore concentrates or other products from the Property to a smelter or
      other ore buyer after deduction of smelter and/or refining charges, ore
      treatment charges, penalties and any and all charges made by the purchaser
      of ore or concentrates, less any and all transportation costs which may be
      incurred in connection with the transportation of ore or concentrates; and
      

      

      (d) "Mining Operations" shall mean every kind of work
      done on or in respect of the Property or the products therefrom by or
      under the directions of the Optionee and, without limiting the generality
      of the foregoing, includes the work of assessment, geophysical,
      geochemical and geological surveys, studies and mapping, investigating,
      drilling, designing, examining, equipping, improving, surveying, shaft
      sinking, raising, crosscutting and drifting, searching for, digging,
      trucking, sampling, working and procuring minerals, ores and metals, in
      doing all other work usually considered to be prospecting ,exploration,
      development and mining work; in paying wages and salaries of men engaged
      in such work, and in supplying food, lodging, transportation and other
      reasonable needs of such men; in paying assessments or premiums for
      workers compensation insurance, contributions for employment insurance or
      other pay allowances or benefits customarily paid in the district to such
      men; in paying rentals, license renewal fees, taxes, maintenance fees and
      other governmental charges required to keep the Property in good standing,
      in purchasing or renting plant, buildings, machinery, tools, appliances,
      equipment or supplies and in installing, erecting, detaching and removing
      the same or any of them; in the management of any work which may be done
      on the Property or in other respect necessary in the opinion of the
      Optionee for carrying out such prospecting, exploration, development and
      mining work.

      

    
  


REPRESENTATIONS AND WARRANTIES OF THE OPTIONOR



The Optionor, represents and warrants to the Optionee that:

  

  (a) It is a body corporate, duly incorporated,
        validly existing and in good standing under the laws of the State of
        Nevada;

        

        (b) It has full power, authority and capacity to
        enter into this Agreement and to carry out the transactions contemplated
        hereby, all of which have been duly and validly authorized by all
        necessary corporate proceedings;

      
    
    

    (c) The Property is free and clear of all liens,
        charges and encumbrances whatsoever;

        

      
    
    
      
        (d) The Property has been duly and validly located
        and recorded in accordance with laws of the Province of British Columbia
        governing the locating and registration of mineral claims, and the
        Property is, and at the time of transfer to the Optionee as may be
        required hereunder, will be, valid and subsisting mineral claims; and
        

        

        (e) There are no adverse claims or challenges against
        or to the ownership of or title to the Property, nor to the knowledge of
        the Optionor, is there any basis therefore, and, subject to paragraph
        12. herein, there are no outstanding agreements or options to acquire or
        purchase any interest in the Property or any portion thereof, and in
        particular, but without limitation, and except as provided under
        paragraph 10. herein, no other person has any royalty or other interests
        whatsoever in production from the Property.

      

    

    

  

The representations and warranties of the Optionor
hereinbefore set out form a part of this Agreement and are conditions upon which
the Optionee has relied in entering into this Agreement and shall survive the
execution of this Agreement and any reorganization, amalgamation, sale or
transfer of control of any of the parties hereto.




REPRESENTATIONS AND WARRANTIES OF THE OPTIONEE




3. The Optionee represents and warrants to the Optionor
that:



(a) It is a body corporate, duly incorporated, validly
    existing and in good standing under the laws of the State of Nevada; and

    

    (b) It has full power, authority and capacity to enter
    into this Agreement and to carry out the transactions contemplated hereby,
    all of which have been duly and validly authorized by all necessary
    corporate proceedings.

    

  

The representations and warranties of the Optionee
hereinbefore set out form a part of this Agreement and are conditions upon which
the Optionor has relied in entering into this Agreement and shall survive the
execution of this Agreement and any reorganization, amalgamation, sale or
transfer of control of any of the parties hereto.




OPTION TO PURCHASE




4. In consideration of the covenants and agreements
contained herein, the Optionor hereby grants to the Optionee the option to
acquire, subject to the terms and conditions of this Agreement, an undivided one
hundred percent (100%) right, title and interest in and to the Property (the
"Option") by making the payment and incurring the Expenditures, on or before the
times and in the amounts, as hereinafter provided.


OPTION PURCHASE PRICE




5. The Option shall be exercised upon the Optionee:



(a) Paying the sum of TWENTY THOUSAND DOLLARS ($20,000.00) of
lawful money of the United States of America to the Optionor at the time of
signing of this agreement;



(b) Incurring Expenditures of TWENTY-FIVE THOUSAND DOLLARS
($25,000.00) on the Property on or before the first anniversary date of this
Agreement;



(c) Incurring Expenditures of TWENTY-FIVE THOUSAND DOLLARS
($25,000.00) on the Property on or before the second anniversary date of this
Agreement;



(d) Incurring Expenditures of FIFTY THOUSAND DOLLARS
($50,000.00) on the property on or before the third anniversary date of this
Agreement; and



(e) Incurring Expenditures of SEVENTY-FIVE THOUSAND DOLLARS
($75,000.00) on the Property on or before the fourth anniversary date of this
Agreement.



Notwithstanding the above, the Optionee may make an
equivalent cash payment to the Optionor, in lieu of incurring part or all of the
Expenditures required to be incurred to exercise the Option hereunder this
Agreement, and any such payments made by the Optionee to the Optionor will be
deemed to be part of the Expenditures required to be incurred to exercise the
Option hereunder this 

Agreement.




TRANSFER OF TITLE




6. Upon the exercise of the Option as provided in
paragraph 5. herein, the Optionor shall transfer all right, title and interest
in and to the Property to the Optionee.




RIGHT OF ACCESS TO PROPERTY




7. The Optionor hereby grants to the Optionee the sole
and exclusive right, commencing from the date of signing of this Agreement and
thereafter during the continuance of the Option hereunder this Agreement, to
enter upon and conduct such Mining Operations on the Property as the Optionee in
its sole discretion may decide, and to have quiet and exclusive possession
thereof, with full power and authority to the Optionee, its servants, agents,
workmen or contactors to carry on Mining Operations in searching for minerals in
such manner as the Optionee in its discretion may determine, including the right
to erect, bring and install thereon all such buildings, plant, machinery,
equipment, tools, appliances or supplies as the Optionee shall deem necessary to
remove therefrom reasonable quantities of rocks, ores and/or minerals and to
transport the same for the purpose of sampling, metallurgical testing and
assaying.


CONDUCT OF EXPLORATION WORK 




8. The Optionee shall perform all Mining Operations
relating to the Property in a good and workmanlike manner and in compliance with
all applicable federal, provincial, municipal or local laws, by-laws,
ordinances, rules, regulations and directives relating to the environment or
occupational health or safety.




MAINTENANCE OF PROPERTY




9. During the continuance of the Option hereunder this
Agreement, and subject to sub-paragraph 12. herein, the Optionee shall maintain
the Property in good standing by the filing of assessment work and/or the making
of payments of assessment fees in lieu thereof, and any filed assessment work or
payments of assessment fees made by the Optionee in lieu of the filing of
assessment work on the Property will be deemed to be part of the Expenditures
required to be incurred to exercise the Option hereunder this Agreement, and not
in addition to such Expenditures.




ROYALITIES





10. Upon the exercise of the Option hereunder this
Agreement, the Optionee agrees to pay the following royalties:



(a) A royalty of TWO PERCENT (2%) of Net Smelter Returns to Candorado
Operating Company Ltd. ("Candorado") a British Columbia corporation, which
royalty may be reduced to ONE PERCENT (1%) upon payment of FIVE HUNDRED THOUSAND
DOLLARS ($500,000.00) to Candorado at any time, and may be paid out in full and
terminated upon the payment of a further FIVE HUNDRED THOUSAND DOLLARS
($500,000.00) to Candorado at any time; and 

(b) An additional royalty of TWO PERCENT (2%) of Net Smelter Returns to the
Optionor, which royalty may be reduced by ONE PERCENT (1%) upon payment of ONE
MILLION DOLLARS ($1,000,000.00) to the Optionor at any time, and may be paid out
in full and terminated upon the payment of a further ONE MILLION DOLLARS
($1,000,000.00) to the Optionor at any time.


INDEMNIFICATION


11. The Optionee shall, during the continuance of the
Option hereunder this Agreement, indemnify and save harmless the Optionor from
and against all suits, claims, demands, losses and expenses which the Optionor
may suffer by reason of any act or thing done or omitted to be done by the
Optionee in relation to its Mining Operations on the Property and shall cause to
be paid all workmen and wage earners employed by it or its contractors on the
Property, and for all materials purchased in connection therewith, and will keep
the Property free from claims for liens with respect thereto, and in the event
of a lien being recorded, the Optionee will on this fact becoming known to the
Optionee forthwith take proceedings to have such lien removed, and to have the
same removed as soon as possible; provided the Optionee may, in good faith,
dispute and contest any such suits, claims, demands, losses and expenses.



 


TERMINATION UPON DEFAULT OF MAINTENACE OF PROPERTY




12. Pursuant to a prior right granted by the Optionor to
Candorado Operating Company Ltd. ("Candorado"), a British Columbia company, if
prior to August 7, in any year that Optionor shall fail to file assessment work
and/or pay assessment fees which are sufficient to maintain the Property in good
standing for a further period of one (1) year, Candorado may, at its option,
upon notice to the Optionor, pay the assessment fees necessary to maintain the
Property in good standing for a further period of one (1) year. The Optionor
then has until the close of business on the 6th day of September of such year to
pay Candorado an amount equal to any such assessment fees paid by Candorado as
aforesaid, otherwise, the Optionor shall be deemed to have surrendered the
Property to Candorado and shall be required to transfer all right, title and
interest in the Property to Candorado. Accordingly, notwithstanding any other
provision contained herein to the contrary, if the Optionee shall, prior to the
7th day of August in any year during the continuance of the Option
hereunder this Agreement, fail to file assessment work and/or pay assessment
fees which are sufficient to maintain the Property in good standing for a
further period of one (1) year beginning from the 6th day of
September in any such year this Agreement and the Option provided for hereunder
shall terminate and no longer be of any force and effect, save and except for
the obligations of the Optionee to the Optionor as provided in sub-paragraphs
15. (b) and (c) herein.




ABANDONMENT OF PROPERTY




13. The Optionee covenants and agrees that if it shall,
at any time subsequent to the exercise of the Option hereunder this Agreement,
determine to abandon the Property, it shall immediately transfer all right,
title and interest in and to the Property back to the Optionor. The Optionee
further covenants and agrees that if it shall, prior to the 7th day
of August in any year subsequent to the exercise of the Option hereunder this
Agreement, fail to file assessment work and/or pay assessment fees which are
sufficient to maintain the Property in good standing for a further period of one
(1) year beginning from the 6th day of September in any such year,
the Optionee shall be deemed to have abandoned the Property and the Optionee
shall immediately transfer all right, title and interest in and to the Property
back to the Optionor.




TERMINATION OF AGREEMENT




14. Subject to paragraph 12. herein, this Agreement and
the Option granted hereunder may be terminated by:



(a) The Optionee upon giving thirty (30) days notice to the
Optionor to that effect at any time; and



(b) The Optionor upon giving notice to the Optionee to that
effect if the Optionee shall fail to make any payment, incur any Expenditures or
observe any of the requirements provided for herein, and such failure shall
continue for thirty (30) days after the Optionor has given such notice.



 


EFFECT OF TERMINATION




15. If this Agreement and the Option granted hereunder is
terminated pursuant to paragraph 14. hereunder, the Optionee shall:



(a) Leave the Property in good standing for a period of at
least one (1) year from the date of termination of this Agreement and the Option
granted hereunder, and free and clear of all liens, charges, encumbrances and
claims whatsoever;



(b) Indemnify and save the Optionor harmless as provided
under paragraph 11. herein for any and all suits, claims, demands, losses,
damages, charges and expenses arising out of the Optionee's Mining Operations
relating to the Property up to the date of termination of this Agreement and the
Option granted hereunder; and



(c) Deliver at no cost to the Optionor within ninety (90)
days of such termination, copies of all reports, maps, assay results and other
relevant technical data complied by, prepared at the direction of or, in the
possession of the Optionee with respect to the Property and not theretofore
furnished to the Optionor.




ASSIGNMENT




16. This Agreement and the Option granted hereunder shall
not be assignable by the Optionee. The Optionee may at any time after the
exercise of the Option granted hereunder dispose of all or any part of its
interest in the Property to any third party (the "Assignee") provided that the
Assignee shall, prior to and as a condition precedent to such disposition,
deliver to the Optionor its covenant with and to the Optionor that:



(a) to the extent of the disposition, the Assignee agrees to
be bound by paragraphs 10. and 13. of this Agreement as if it had been an
original party hereto; and



(b) it will subject any further disposition of the interest
acquired to the condition contained in this paragraph.




GENERAL




17. Wherever in this agreement it shall be required or
permitted that notice be given or served by either party to or on the other, the
notice shall be in writing and shall be delivered personally to the party to
whom it is given or sent by prepaid, registered mail, or transmitted by
facsimile, at the address or to the facsimile number as follows:



 


  
    TO THE OPTIONOR:

    

    BEESTON
    ENTERPRISES LTD.

    #200-1687 West
    Broadway

    Vancouver,
    British Columbia

    Canada V6J 1X2

    Facsimile: (604)
    738-8116

    

    TO THE OPTIONEE:

    

    KRANTI RESOURCES
    INC.

    #103-8318 120th
    Street

    Surrey, British
    Columbia

    Canada V3W 3N4

    Facsimile: (604)
    594-2772

  





and each such notice shall be deemed given on the date of
delivery in the case of delivery, five (5) days after mailing in the case of
mail and the next day after the date of transmission in the case of a facsimile.
No notice may be given by mail during a real or apprehended mail strike in
Canada. The addresses provided herein this paragraph may be changed from time to
time by either party by notices as above provided.




18. Time is expressly declared to be of the essence of
this Agreement and each of the terms and conditions of this Agreement.




19. Each of the parties hereto will execute and deliver
all such further documents, instruments and assurances and do such acts and
things as may be reasonably required by the other party to carry out the full
meaning and intent of this Agreement and to effect the transactions contemplated
hereunder, including, but without limitation, complying with the requirements of
any security regulatory authorities having jurisdiction over the parties hereto.




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




21. This Agreement shall be governed by and interpreted
in accordance with the laws of the Province of British Columbia, Canada




22. The validity of any particular provision of this
Agreement shall not affect any other provision herein, and in such event, this
Agreement shall be construed as if such invalid provision was omitted.




23. Words of the singular number and masculine gender
shall include words of the plural number, feminine or neuter genders, or firms
and corporations, and vice versa.




24. This Agreement constitutes the entire Agreement
between the parties hereto in respect to the Option granted hereunder this
Agreement and there are no representations, warranties, terms or conditions,
expressed or implied, statutory or otherwise and no agreements collateral hereto
other than or expressly set forth or referred to herein.




IN WITNESS WHEREOF this Agreement has been executed by
the parties hereto as of the day and year first written above.



 


BEESTON ENTERPRISES LTD.



 

 


/s/ Brian
Smith                                       



Authorized Signatory



 

KRANTI RESOURCES INC.



 

 


/s/ Ben Gill                                               



Authorized Signatory




 


 


 



SCHEDULE "A"



DESCRIPTION OF MINERAL PROPERTY



 


	
    Tenure Number

    

    
    540512

    
	
    Tenure Type

    

    
    Mineral

    
	
    Claim Name

    

    
    CDO 6

    
	
    Map Number

    

    
    092P

    
	
    Good To Date

    

    
    2007/SEP/06

    
    
	
    Area (ha*)

    

    
    478.495

    
    

    
     

	 	 	 	 	 	 
	*ha= hectares