AGREEMENT
      AND RELEASE

    This
      Agreement (the “Agreement”) is dated February 14, 2007 and is made by and
      between Armitage Mining Corp. (“AMC”), on one hand, and Michael Potts
      (“MP”).

    


    WHEREAS,
      MP is
      the owner of 600,000 shares of common stock of AMC (the “MP
      Shares”);

     

    WHEREAS,
      AMC was
      formed to engage in the acquisition, exploration and development of natural
      resource properties (the “Business”) 

     

    WHEREAS,
      AMC has
      been unable to develop the Business to justify the expense of remaining as
      a
      public corporation; 

     

    WHEREAS,
      AMC has
      entered into and closed a Share Exchange Agreement with the shareholders of
      Golden Autumn Holdings Inc., a Delaware corporation (“Golden Autumn”), pursuant
      to which AMC is issuing the shareholders of Golden Autumn 17,032,970 shares
      of
      common stock of AMC in consideration of all of the outstanding securities of
      Golden Autumn; 

     

    WHEREAS,
      AMC no
      longer desires to develop the Business and has elected to dispose of the
      Subsidiary;

     

    WHEREAS,
      AMC and
      MP have elected to enter into this Agreement pursuant to which will sell all
      securities of AMC to MP in consideration for the return of the MP Shares to
      AMC
      for cancellation; 

     

    WHEREAS,
      without
      admitting and specifically denying potential liability and in order to avoid
      further expense, costs, and time to litigate the any potential dispute between
      the parties AMC and MP have reached a full and final agreement regarding the
      sale of the assets of AMC and return for cancellation of the MP Shares;
      and

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    NOW,
      THEREFORE,
      in
      consideration of the mutual conditions and covenants contained in this
      Agreement, and for other good and valuable consideration, the sufficiency and
      receipt of which is hereby acknowledged, it is hereby stipulated, consented
      to
      and agreed by and between AMC and MP as follows:

     

    1. MP
      agrees
      to return to AMC the MP Shares for cancellation.

     

    2. In
      consideration for the items set forth in Section 1 above, AMC agrees to transfer
      all of the assets of AMC to MP.

     

    3. In
      consideration of receiving the assets of AMC, MP releases and discharges AMC
      ,
      AMC’s shareholders, directors, officers, successors, administrators, attorneys,
      insurers, agents, and assigns from all actions, cause of action, suits, debts,
      dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants,
      contracts, controversies, agreements, promises, variances, trespasses, damages,
      judgments, extents, executions, claims, and demands whatsoever, in law,
      admiralty or equity, against AMC, AMC’s shareholders, directors, officers,
      successors, administrators, attorneys, insurers, agents, and assigns that MP
      or
      his, executors, administrators, agents, successors and assigns ever had, now
      have or hereafter can, shall or may, have for, upon, or by reason of any matter,
      cause or thing whatsoever, whether or not known or unknown, from the beginning
      of the world to the day of the date of this Agreement. 

     

    4. MP
      warrants and represents that no other person or entity has any interest in
      the
      matters released herein, and that it has not assigned or transferred, or
      purported to assign or transfer, to any person or entity all or any portion
      of
      the matters released herein. MP specifically represents that his is the owner
      of
      the MP Shares and that there are no liens, mortgage, deed of trust, pledge,
      claim, security interest, covenant, restriction, easement, preemptive right,
      or
      any other encumbrance or charge of any kind.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    5. The
      parties understand and agree that this Agreement, including the facts and
      circumstances underlying this Agreement shall forever be deemed confidential
      between the parties to the Agreement unless disclosure of the facts and
      circumstances is required by law. 

     

    6. Each
      party shall be responsible for their own attorneys’ fees and costs.

     

    7. Each
      party acknowledges and represents that: (a) they have read this Agreement;
      (b)
      they clearly understand the Agreement and each of its terms; (c) they fully
      and
      unconditionally consent to the terms of this Agreement; (d) they have had the
      benefit and advice of counsel of their own selection; (e) they have executed
      this Agreement, freely, with knowledge, and without influence or duress; (f)
      they have not relied upon any other representations, either written or oral,
      express or implied, made to them by any person; and (g) the consideration
      received by them has been actual and adequate.

     

    8. This
      Agreement contains the entire agreement and understanding concerning the subject
      matter hereof between the parties and supersedes and replaces all prior
      negotiations, proposed agreement and agreements, written or oral. Each of the
      parties hereto acknowledges that neither any of the parties hereto, nor agents
      or counsel of any other party whomsoever, has made any promise, representation
      or warranty whatsoever, express or implied, not contained herein concerning
      the
      subject hereto, to induce it to execute this Agreement and acknowledges and
      warrants that it is not executing this Agreement in reliance on any promise,
      representation or warranty not contained herein.

     

    9. This
      Agreement may not be modified or amended in any manner except by an instrument
      in writing specifically stating that it is a supplement, modification or
      amendment to the Agreement and signed by each of the parties
      hereto.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    10. Should
      any provision of this Agreement be declared or be determined by any court or
      tribunal to be illegal or invalid, the validity of the remaining parts, terms
      or
      provisions shall not be affected thereby and said illegal or invalid part,
      term
      or provision shall be severed and deemed not to be part of this
      Agreement.

     

    11. The
      Parties agree that this Agreement is governed by the Laws of the State of New
      York and that any and all disputes that may arise from the provisions of this
      Agreement shall be tried in the Supreme Court, State of New York, County of
      New
      York. The Parties agree to waive their right to trial by jury for any dispute
      arising out of this Agreement. 

     

    12. This
      Agreement may be executed in facsimile counterparts, each of which, when all
      parties have executed at least one such counterpart, shall be deemed an
      original, with the same force and effect as if all signatures were appended
      to
      one instrument, but all of which together shall constitute one and the same
      Agreement.

     

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

     

    ARMITAGE
      MINING CORP. 

    


    /s/
      Michael Potts    

    Name: Michael
      Potts  

    Title:
      its President   

    


    /s/
      Michael Potts   

    Michael
      Potts

    


     

    
      
         

      

      
        4