PURCHASE AGREEMENT




PURCHASE AGREEMENT





THIS AGREEMENT made as of the 15th day of
March, 2007.




BETWEEN:




        JEFF ADAMS, 2567 Kings Avenue, West
        Vancouver, British Columbia, V7V 2C7

        

      
    
  

(the "Vendor")




OF THE FIRST PART



AND:




        McNAB CREEK GOLD CORP., a Nevada company,
        with an office located at Suite 1128, 789 West Pender Street, Vancouver,
        British Columbia, V6C 1H2

        

      
    
  

(the "Purchaser")




OF THE SECOND PART





WHEREAS:



A. The Vendor is the legal and beneficial owner of a 50%
interest (the "Vendor's Interest") in and to the mineral claims described in
Schedule A attached hereto (hereinafter the "Property");



B. The Vendor has agreed to sell an undivided 100% interest
in and to the Vendor's Interest in the Property on the terms and conditions
hereinafter set forth;




NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the sum of $1.00 now paid by the Purchaser to the Vendor (the
receipt and sufficiency of which is hereby acknowledged), the parties agree as
follows:




DEFINITIONS




1. For the purposes of this Agreement, the following
    words and phrases shall have the following meanings, namely:

    

    (a) "Property" means the mineral claims described in
        Schedule "A" hereto including any replacement or successor claims, and
        all mining leases and other mining interests derived from any such
        claims. Any reference herein to any mineral claim comprising the
        Property includes any mineral leases or other interests into which such
        mineral claim may have been converted;

        

        (b) "Property Rights" means all licenses, permits,
        easements, rights-of-way, certificates and other approvals obtained by
        either of the parties either before or after the date of this Agreement
        and necessary for the exploration of the Property, or for the purpose of
        placing the Property into production or continuing production therefrom;

        

        (c) "Shares" means the common shares of the Purchaser
        trading on the OTC BB ("Exchange"), to be transferred to the Vendor
        pursuant to paragraph 4 hereof.

        

      
    
  


REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE VENDOR





  
    2. (a) The Vendor represents and warrants to and
    covenants with the Purchaser, with the knowledge that the Purchaser relies
    upon same in entering into this Agreement, that:

  



(i) it is legally entitled to hold the Vendor's
            Interest in the Property and the Property Rights and will remain so
            entitled until the interest of the Vendor in the Property has been
            duly transferred to the Purchaser as contemplated hereby;

            

            (ii) it is, and at the time of the transfer to
            the Purchaser of the mineral claims comprising the Property it will
            be, the recorded holder and beneficial owner of the Vendor's
            Interest in all of the mineral claims comprising the Property free
            and clear of all liens, charges and claims of others, and no taxes
            or rentals are or will be due in respect of any of the mineral
            claims;

            

            (iii) the mineral claims comprising the Property
            have been duly and validly staked, located, or granted, and
            recorded pursuant to the laws of jurisdictions in which they are
            situated and are in good standing with respect to all filings, fees,
            taxes, assessments, work commitments or other conditions on the date
            hereof;

            

            (iv) there are not any adverse claims or
            challenges against or to the ownership of or title to any of the
            mineral claims comprising the Property, nor to the knowledge of the
            Vendor is there any basis therefor, and there are no outstanding
            agreements or options to acquire or purchase the Property or any
            portion thereof, and no person other than the Vendor, pursuant to
            the provisions hereof, has any royalty or other interest whatsoever
            in production from any of the mineral claims comprising the
            Property; and

            

            (v) the Property is not the whole or
            substantially the whole of the undertaking of the Vendor.

            

          
        
        (b) The representations and warranties contained in
        this section are provided for the exclusive benefit of the Purchaser,
        and a breach of any one or more thereof may be waived by the Purchaser
        in whole or in part at any time without prejudice to its rights in
        respect of any other breach of the same or any other representation or
        warranty, and the representations and warranties contained in this
        section shall survive the execution of this Agreement and of any
        transfers, assignments, deeds or further documents respecting the
        Property.

        

      
    
  


REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER





  
    3. (a) The Purchaser represents and warrants to and
    covenants with the Vendor, with the knowledge that the Vendor relies upon
    same in entering into this Agreement, that:

  





        (i) it has been duly incorporated, amalgamated or
            continued and validly exists as a corporation in good standing with
            respect to the filing of annual reports under the laws of its
            jurisdiction of incorporation, amalgamation or continuation;

            

            (ii) it has duly obtained all corporate
            authorizations for the execution of this Agreement and for the
            performance of this Agreement by it, and the consummation of the
            transactions herein contemplated will not conflict with or result in
            any breach of any covenants or agreements contained in, or
            constitute a default under, or result in the creation of any
            encumbrance under the provisions of the Articles or the constating
            documents of the Purchaser or any shareholders' or directors'
            resolution, indenture, agreement or other instrument whatsoever to
            which the Purchaser is a party or by which it is bound or to which
            it or the Property may be subject;

            

            (iii) the Shares will, at the time of delivery to
            the Vendor, be duly authorized and validly allotted and issued as
            fully paid and non-assessable, free of any liens, charges or
            encumbrances;

            

            (iv) on the date of receipt by the Vendor of the
            certificate or certificates representing the Shares, every consent,
            approval, and authorization that is required for the issuance of the
            Shares and the delivery to the Vendor of such certificate or
            certificates to be valid will have been obtained and will be in
            effect; and

            

            (v) the Shares will be part of a class of shares
            of the Purchaser that is currently listed and posted for trading on
            the Exchange and, at the time of the delivery of the certificates
            representing the Shares to the Vendor.

            

          
        
        (b) The representations and warranties contained in
        this section are provided for the exclusive benefit of the Vendor and a
        breach of any one or more thereof may be waived by the Vendor in whole
        or in part at any time without prejudice to its rights in respect of any
        other breach of the same or any other representation or warranty, and
        the representations and warranties contained in this section shall
        survive the execution hereof. 

        

        
         

         

      
    
  

PURCHASE AND SALE




4. The Vendor hereby sells and assigns and the Purchaser
    hereby purchases an undivided 100% interest in and to the Vendor's Interest
    in the Property, free and clear of all charges, encumbrances and claims, by
    payment of and issuance of the following:

    

    (a) the Purchaser paying to the Vendor a total of
        $330,000 cash, to be paid as follows:

        

        (i) $200,000 within 60 days of execution of this
            Agreement;

            

            (ii) $130,000 on or before March 15, 2008;

            

          
        
        (b) the Vendor will receive 300,000 common shares of
        the Purchaser as follows:

        

        (i) 150,000 common shares of Purchaser within 60
            days of execution of this Agreement;

            

            (ii) an additional 150,000 common shares of the
            Purchaser on or before March 15, 2008.

            

          
        
      
    
  


TRANSFER OF PROPERTY




5. Concurrently with the execution of this Agreement, the
    Vendor will deliver to the Purchaser duly executed transfers of the Vendor's
    Interest in the Property in favour of the Purchaser. The Purchaser will be
    entitled to record all transfers contemplated hereby at its own cost with
    the appropriate government office to effect legal transfer of the Property
    into the name of the Purchaser and will hold the Vendor's Interest in the
    Property subject to the terms of this Agreement. 

    6. The Purchaser agrees to execute transfers of 100% of
    the Vendor's Interest in the Property in favour of the Vendor, such
    transfers to be held in escrow by a mutually acceptable third party. In the
    event of termination pursuant to paragraph 7 hereof or default pursuant to
    paragraph 10 hereof, such transfers shall be delivered to the Vendor and in
    the event all obligations have been satisfied under this Agreement, such
    transfers shall be returned to the Purchaser. 

    

  


TERMINATION




7. The purchase of the Vendor's Interest in the Property
    contemplated herein (the "Purchase") shall terminate:

    

    (a) subject to paragraph 10 hereof, upon the
        Purchaser failing to make any payment or issue any shares which must be
        made or issued under this Agreement; 

        (b) at any time, by the Purchaser giving notice of
        such termination to the Vendor; or

        (c) subject to paragraph 10 hereof, upon the
        Purchaser failing to remedy a default as provided therein.

      
    
    8. If the Purchase is terminated, the Purchaser shall:

    (a) leave in good standing for a period of at least
        12 months from the termination of the Purchase, those mineral claims
        comprising the Property, to the extent allowable by the laws of the
        jurisdiction in which the Property is situate;

        (b) deliver or make available at no cost to the
        Vendor within 90 days of such termination, all drill core, copies of all
        reports, maps, assay results and other relevant technical data compiled
        by, prepared at the direction of, or in the possession of the Purchaser
        with respect to the Property and not theretofore furnished to the
        Vendor;

        (c) reclaim the Property in accordance with the
        requirements of all applicable environmental laws and regulations, but
        only to the extent that such requirements result from the Purchaser's
        activities on the Property hereunder;

      
    
    9. If the Purchase is terminated, the Purchaser shall
    have the right, within a period of 180 days following such termination, to
    remove from the Property all buildings, plant, equipment, machinery, tools,
    appliances and supplies which have been brought upon the Property by or on
    behalf of the Purchaser, and any such property not removed within such 180
    day period shall thereafter become the property of the Vendor or may be
    removed by the Vendor at the Purchaser's sole expense.

    
    

  

ROYALTY


 

10. Upon the Commencement of Commercial Production, the
    Purchaser shall pay to the Vendor a 2% royalty on the terms and conditions
    as set out in this paragraph and in Schedule "B" hereto ("Royalty").

    11. Installments of the Royalty payable shall be paid by
    the Purchaser as follows:

    (a) within 45 days after the end of each of the
        Purchaser's first three fiscal quarters in each fiscal year and within
        60 days of the end of the Purchaser's last fiscal quarter in each fiscal
        year, the Purchaser shall pay to the Vendor an amount equal to 25% of
        the estimated Royalty, if any, for the fiscal year, adjusted if
        necessary after the first quarter of any fiscal year to reflect any
        change during the fiscal year in estimated Royalty; and

        (b) within 120 days after the end of the Purchaser's
        fiscal year, the balance, if any, of Royalty payable in respect of the
        fiscal year last completed.

        

        (c) After Commencement of Commercial Production, the
        Purchaser shall, within 45 days after the end of each fiscal quarter,
        furnish to the Vendor quarterly unaudited statements respecting
        operations on the Property, together with a statement showing the
        calculation of Royalty for the fiscal quarter last completed.

        

        
        DEFAULT

      
    
    
    12. If at any time after the Purchase, the Purchaser is
    in default of any material provision in this Agreement (other than the
    provisions of paragraph 4 for which no notice of default need be given), the
    Vendor may terminate this Agreement, but only if:

    (a) it shall have first given to the Purchaser a
        notice of default containing particulars of the obligation which the
        Purchaser has not performed, or the warranty breached; and

        

        (b) the Purchaser has not, within 45 days following
        delivery of such notice of default, cured such default or commenced
        proceedings to cure such default by appropriate payment or performance,
        the Purchaser hereby agreeing that should it so commence to cure any
        default it will prosecute the same to completion without undue delay.

      
    
    Should the Purchaser fail to comply with the provision of
    subparagraph (b), the Vendor may thereafter terminate this Agreement by
    giving notice thereof to the Purchaser.

    
    

  

RIGHT OF ENTRY




13. The directors and officers of the Purchaser and its
    servants, agents and independent contractors, will have the sole and
    exclusive right in respect of the Property to:

    

    (a) enter thereon;

        (b) have exclusive and quite possession thereof;

        (c) do such prospecting, exploration, development
        and/or other mining work thereon and thereunder as the Purchaser in its
        sole discretion may determine advisable;

        (d) bring and erect upon the Property buildings,
        plant, machinery and equipment as the Purchaser may deem advisable; and

        (e) remove there from and dispose of reasonable
        quantities of ores, minerals and metals for the purpose of obtaining
        assays or making other tests.

        

      
    
  


CONFIDENTIAL INFORMATION




14. No information furnished by the Purchaser to the
    Vendor hereunder in respect of the activities carried out on the Property by
    the Purchaser or related to the sale of minerals, ore, bullion or other
    product derived from the Property, shall be published or disclosed by the
    Vendor without the prior written consent of the Purchaser, but such consent
    in respect of the reporting of factual data shall not be unreasonably
    withheld, and shall not be withheld in respect of information required to be
    publicly disclosed pursuant to applicable securities or corporation laws,
    regulations or policies.

    

  


NOTICES




15. Each notice, demand or other communication required
    or permitted to be given under this Agreement shall be in writing and shall
    be delivered or telecopied to such party at the address for such party
    specified above. The date of receipt of such notice, demand or other
    communication shall be the date of delivery thereof if delivered or, if
    given by telecopier, shall be deemed conclusively to be the next business
    day. Either party may at any time and from time to time notify the other
    party in writing of a change of address and the new address to which notice
    shall be given to it thereafter until further change.

    

  


GENERAL



16. 

    (a) This Agreement shall supersede and replace any
        other agreement or arrangement, whether oral or written, heretofore
        existing between the parties in respect of the subject matter of this
        Agreement.

        

        (b) In the event this Agreement is assigned or the
        interest herein is vended to another party, the agreement shall replace
        this Agreement but must reflect the terms and conditions of this
        Agreement.

        

        (c) No consent or waiver expressed or implied by
        either party in respect of any breach or default by the other in the
        performance by such other of its obligations hereunder shall be deemed
        or construed to be a consent to or a waiver of any other breach or
        default.

        

        (d) The parties shall promptly execute or cause to be
        executed all documents, deeds, conveyances and other instruments of
        further assurance and do such further and other acts which may be
        reasonably necessary or advisable to carry out fully the intent of this
        Agreement or to record wherever appropriate the respective interest from
        time to time of the parties in the Property.

        

        (e) This Agreement shall enure to the benefit of and
        be binding upon the parties and their respective successors and
        permitted assigns.

        

        (f) This Agreement shall be governed by and construed
        in accordance with the laws of British Columbia.

        

        (g) Time shall be of the essence in this Agreement.

        

        (h) Wherever the neuter and singular is used in this
        Agreement it shall be deemed to include the plural, masculine and
        feminine, as the case may be.

        

        (i) Any reference in this Agreement to currency shall
        be deemed to be Canadian currency.

        

      
    
  


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



 

 

 





JEFF ADAMS


 


McNAB CREEK GOLD CORP.

.




 

 

Per: 


Authorized Signatory



SCHEDULE "A"

MINERAL CLAIMS


 

A. Legal description: Township 23S, Range 10E, Section 10

TEC Claim Numbers 1 through 24

TEC Claim Number 25 through 32 (fraction)

B. Legal Description: Township 23S, Range 10E, Section 19

RAY Claim Numbers 1 though 24

RAY Claim Number 25 through 32 (fraction)

C. Legal description: Township 23S, Range 10E, Section 30

Susanna Claim Numbers 1 through 24

Susanna Claim Number 25 through 32 (fraction)

D. Legal description: Township 23S, Range 10E, Section 29

URI Claim Number 1 through 16



 

 

 


SCHEDULE "B"





NET PROCEEDS ROYALTY




For the purposes of this Agreement:



(a) "Net Proceeds" means the amount by which the
    aggregate of Net Revenue for a period and all preceding periods exceeds the
    aggregate of:

    

  


  
    
      
        (i) all Pre-Production Expenses;

      

    

  





(ii) all Post-Production Capital Expenses incurred up to
    the end of that period;

    

    (iii) all interest on Pre-Production Expenses and
        Post- Production Capital Expenses at the prime commercial rate of
        interest of The Royal Bank of Canada plus 2% per year calculated
        initially from the date the Pre- Production Expenses were incurred to
        the date of Commencement of Commercial Production on the amount of such
        Pre-Production Expenses, and thereafter quarterly during the term of
        this Agreement on the amounts of all Pre-Production Expenses and all
        Post- Production Capital Expenses incurred in excess of the aggregate of
        Net Revenue of all preceding periods; and

        

        (iv) the aggregate of the amounts on which a Royalty
        to the Vendor was due and payable under this Agreement in any preceding
        period.

        

      
    
    (b) "Net Revenue" means, for any period, the excess, if
    any, of Gross Revenue for the period over the aggregate of:

    

  


  
    
      
        (i) Operating Costs for the period;

      

    

  





(ii) Operating Costs for all previous periods to the
        extent they have exceeding Gross Revenue from such periods and have not
        previously been deducted in computing Net Revenue; and

        

        (iii) such amount of working capital as, in the
        reasonable opinion of the Purchaser, is required for the operation of
        the Property as a mine, but this amount shall be added to the Gross
        Revenue in calculating the Net Revenue for the next period.

        

      
    
    (c) "Gross Revenue" means, for any period, the aggregate
    of all revenue received during the period from the operation of the Property
    as a mine and any cash proceeds received during the period from the
    disposition of any capital assets the cost of which has been treated as a
    Pre-Production Expense or a Post-Production Capital Expense.

    (d) "Operating Costs" means, for any period, all costs,
    expenses, obligations, liabilities and charges of whatsoever kind or nature
    incurred or chargeable, directly or indirectly, by the Purchaser after
    Commencement of Commercial Production, in connection with the operation of
    the Property as a mine during the period, which costs, expenses,
    obligations, liabilities and charges shall include, without limiting the
    generality of the foregoing, the following:

    

    (i) all costs of or related to the mining and
        concentrating of ores or other products and the operation of the Mining
        Facilities;

        

        (ii) all costs of or related to marketing of Mineral
        Products including, without limitation, transportation, commission and
        discounts;

        

        (iii) all costs of maintaining in good standing or
        renewing from time to time the Property and Other Tenements or any
        interest therein, including the payment of all royalties and taxes of
        any nature whatsoever in connection therewith;

        

        (iv) all costs of or related to providing and
        operating employee facilities, including housing;

        

        (v) all duties, charges, levies, royalties, taxes
        (excluding taxes levied under the Income Tax Act (Canada), the 
        Income Tax Act of British Columbia, and any other act which taxes
        the income of the parties hereto individually) and other payments
        imposed upon or in connection with operating the Property as a mine by
        any government or municipality or department or agency thereof;

        

        (vi) all reasonable and actual costs and fees of the
        Purchaser for providing technical, management and supervisory services;

        

      
    
  


  
    
      
        (vii) all costs of consulting, legal, accounting,
        insurance and other services;

        

        (viii) all amounts expended in doing work hereunder;

      

    

  





(ix) other than capital expenditures relating to a
        major improvement, expansion, modernization or replacement of the Mining
        Facilities, all costs of construction, equipment, mine and development,
        including maintenance, repairs and replacements incurred after
        Commencement of Commercial Production;

        

        (x) all costs for pollution control, reclamation or
        any other similar costs incurred as a result of any government
        regulations or requirements; and

        

        (xi) any costs or expenses incurred relating to the
        termination of the operation of the Property as a mine.

        

      
    
    Operating Costs shall be determined in accordance with
    generally-accepted accounting principles consistently applied, except that
    such costs shall not include the non- cash expense items such as
    depreciation, depletion or amortization of Pre-Production Expenses and Post-
    Production Capital Expenses.

    

    (e) "Pre-Production Expenses" shall mean all exploration
    and development expenditures, if any, and all other costs, expenses,
    obligations and liabilities of whatsoever nature or kind, including those of
    a capital nature, incurred or chargeable, directly or indirectly, by the
    Purchaser with respect to the exploration and development of the Property
    and equipping it for production up to and including the date of Commencement
    of Commercial Production including, without limiting the generality of the
    foregoing, reasonable overhead charges not exceeding 2.5% thereof, and
    sufficient initial working capital to finance the first three months of
    production; overhead charges shall be reviewed periodically and if proved to
    be excessive or insufficient shall be adjusted by the Purchaser.

    

    (f) "Post-Production Capital Expenses" shall mean all
    costs expended or incurred by the Purchaser after Commencement of Commercial
    Production in connection with a major improvement, expansion, modernization
    or replacement of the Mining Facilities as are excepted from the definition
    of Operating Costs under sub-paragraph d(ix).

    

    (g) "Mineral Products" shall mean the products derived
    from operating the Property as a mine.

    

    (h) "Mining Facilities" shall mean all mines and plants,
    including, without limitation, all pits, shafts, haulageways and other
    underground workings, all buildings, plants, facilities and other
    structures, all fixtures and improvements, and all other property, whether
    fixed or moveable, as the same may exist at any time in, on or outside the
    Property and relating to the operation of the Property as a mine.

    

    (i) "operating the Property as a mine" or "operation of
    the Property as a mine" shall mean the extraction or production of minerals
    from the Property, the milling, smelting, refining, beneficiating and other
    processing of minerals and mineral products, and the marketing of mineral
    products.

    

    (j) "Other Tenements" shall mean all surface rights of
    and to any lands within or outside the Property, including surface rights
    held in fee or under lease, licence, easement, right- of-way or other right
    of any kind, and all renewals, extensions and amendments thereof, acquired
    by the Purchaser with respect to the Property.