Filed by Automated Filing Services Inc. (604) 609-0244 - Theron Resource Group - Exhibit 10.1






OPTION TO PURCHASE AND ROYALTY AGREEMENT 

THIS AGREEMENT made as of the 21st day of February,
2007. 

BETWEEN: 


  
    
      
        BRYAN LIVGARD, businessman having an address
          at 1990 King Albert Avenue, Coquitlam, B.C. V3J 1Z2 

        (hereinafter called "Vendor") 

      

    

  



OF THE FIRST PART 

AND: 


  
    
      
        THERON RESOURCE GROUP, a company duly incorporated
          under the laws of the State of Wyoming, having an office at 338 Rosehill
          Wynd in the City of Delta, B.C. V4M 3L9 

        (hereinafter called "Theron") 

      

    

  



OF THE SECOND PART 

WHEREAS: 

	A. 	
      Vendor is the sole beneficial owner of 100% of the right,
      title and interest in and to the George Claims, which are situated in
      British Columbia which mining claims are more particularly described in
      Schedule "A" attached hereto and forming part hereof (hereinafter together
      with any form of successor or substitute mineral tenure called the
      "Claims").

	 	 
	B. 	
      The parties now wish to enter into an agreement granting
      to Theron the exclusive right and option to acquire an undivided 100% of
      the right, title and interest in and to the Claims on the terms and
      conditions as hereinafter set forth.



NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the premises and the mutual promises, covenants and agreements
herein contained, the parties hereto agree as follows: 

	1. 	
      INTERPRETATION

	 	 
	1.1 	
      In this Agreement:




	 	(a) 	
      "Effective Date" means the date that both parties have
      signed this Agreement;

	 	(b) 	
      "Mineral Products" means the products derived from
      operating the Claims as a mine.

	 	(c) 	
      "Net Smelter Returns" means the proceeds received by
      Theron from any smelter or other purchaser from the sale of any ores,
      concentrates or minerals produced from the Claims after deducting from
      such proceeds the following charges only to the extent that they are not
      deducted by the smelter or other purchaser in computing the
    proceeds:

	 		(i) 	
      the cost of transportation of the ores, concentrates or
      minerals from the Claims to such smelter or other purchaser, including
      related transport;

	 		(ii) 	
      smelting and refining charges including
  penalties;

	 		(iii) 	
      marketing costs.

	 	(e) 	
      "Option" means the option granted by Vendor to Theron
      pursuant to Section 3.

	 	(f) 	
      "Operating the Claims as a mine" or "Operation of the
      Claims as a mine" means any or all of the mining, milling, smelting,
      refining or other recovery of ores, minerals, metals or concentrates or
      values thereof, derived from the Claims.

	 	(g) 	
      "Royalty" means the royalty to be paid by Theron to
      Vendor pursuant to subsection 9.1.







- 2 - 

	 	(h) 	
      "Dollars ($)" means legal currency of
  Canada.




	2. 	
      REPRESENTATIONS AND WARRANTIES

	 	 	 
	2.1 	
      Theron represents and warrants to Vendor that:

	 	 	 
		(a) 	
      Theron is a body corporate duly incorporated, organized
      and validly subsisting under the laws of its incorporating jurisdiction,
      the State of Wyoming;

		(b) 	
      Theron has full power and authority to carry on its
      business and to enter into this Agreement and any agreement or instrument
      referred to or contemplated by this Agreement;

		(c) 	
      neither the execution and delivery of this Agreement nor
      any of the agreements referred to herein or contemplated hereby, nor the
      consummation of the transactions hereby contemplated will conflict with,
      result in the breach of or accelerate the performance required by any
      agreement to which Theron is a party; and

		(d) 	
      the execution and delivery of this Agreement and the
      agreements contemplated hereby will not violate or result in the breach of
      laws of any jurisdiction applicable or pertaining thereto or of Theron's
      constating documents.

	 	 	 
	2.2 	
      Vendor represents and warrants to Theron:

	 	 	 
		(a) 	
      the Claims consist of the five George Claims which have
      been duly and validly staked and recorded, are accurately described in
      Schedule "A", are presently in good standing under the laws of the
      jurisdiction in which they are located and, except as set forth herein,
      are free and clear of all liens, charges and encumbrances;

		(b) 	
      Vendor is the sole beneficial owner of a 100% interest in
      and to the Claims and has the exclusive right to enter into this Agreement
      and all necessary authority to dispose of an undivided 100% interest in
      and to the Claims in accordance with the terms of this
Agreement;

		(c) 	
      no person, firm or corporation has any proprietary or
      possessory interest in the Claims other than Vendor and no person is
      entitled to any royalty or other payment in the nature of rent or royalty
      on any minerals, ores, metals or concentrates or any other such products
      removed from the Claims;

		(e) 	
      neither the execution and delivery of this Agreement nor
      any of the agreements referred to herein or contemplated hereby, nor the
      consummation of the transactions hereby contemplated will conflict with,
      result in the breach of or accelerate the performance required by any
      agreement to which Vendor is a party or by which it is bound;

		(f) 	
      the execution and delivery of this Agreement and the
      agreements contemplated hereby will not violate or result in the breach of
      the laws of any jurisdiction applicable or pertaining thereto.

	 	 	 
	2.3 	
      The representations and warranties hereinbefore set out
      are conditions on which the parties have relied in entering into this
      Agreement and will survive the acquisition of any interest in the Claims
      by Theron and each party will indemnify and save the other party harmless
      from all loss, damage, costs, actions and suits arising out of or in
      connection with any breach or any representation, warranty, covenant,
      agreement or condition made by the other party and contained in this
      Agreement.

	 	 	 
	3. 	
      OPTION







- 3 - 

	3.1 	
      Vendor hereby gives and grants to Theron the sole and
      exclusive right and option to acquire an undivided 100% of the right,
      title and interest of Vendor in and to the Claims, subject only to Vendor
      receiving the annual payments and the Royalty, in accordance with the
      terms of this Agreement for and in consideration of the
  following:

	 	 	 
		(a) 	
      the payment of CA $5,000 within 30 days of the execution
      of this agreement;

		(b) 	
      Theron, or its permitted assigns, incurring exploration
      expenditures on the Claims of a minimum of CA $20,000 on or before August
      31, 2008;

		(c) 	
      Theron, or its permitted assigns, incurring exploration
      expenditures on the Claims of a further CA $40,000 (for aggregate minimum
      exploration expenses of CA $60,000) on or before August 31, 2009;
    and

	 	 	 
	3.2 	
      Upon exercise of the Option, Theron agrees to pay Vendor,
      commencing May 31, 2010, the sum of $25,000 per annum as prepayment of the
      Net Smelter Royalty for so long as Theron, or its permitted assigns, hold
      any interest in the Claims. Failure to make any such annual payment shall
      result in termination of this Agreement in accordance with Section
    5.1.

	 	 	 
	4. 	
      RIGHT OF ENTRY

	 	 	 
	4.1 	
      Until such time as the Option has been exercised, Theron,
      its employees, agents and independent contractors, will have the sole and
      exclusive right and option to:

	 	 	 
		(a) 	
      enter upon the Claims;

		(b) 	
      have exclusive and quiet possession thereof;

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

		(d) 	
      bring and erect upon the Claims such facilities as Theron
      may consider advisable.

	 	 	 
	5. 	
      TERMINATION

	 	 	 
	5.1 	
      Subject to Section 8, this Agreement and the Option will
      terminate:

	 	 	 
		(a) 	
      on March 02, 2007 at 11:59 P.M., unless on or before that
      date, Theron has made payment of CA $5,000 to the Vendor;

		(a) 	
      on August 31, 2008 at 11:59 P.M., unless on or before
      that date, Theron has incurred exploration expenditures of a minimum of
      $20,000 on the Claims;

		(b) 	
      on August 31, 2009 at 11:59 P.M., unless on or before
      that date, Theron has incurred exploration expenditures of a cumulative
      minimum of $60,000 on the Claims;

		(c) 	
      at 11:59 P.M. on May 31 of each and every year,
      commencing on May 31, 2010, unless Theron has paid to Vendor the sum of
      $25,000 on or before that date.

	 	 	 
	6. 	
      COVENANTS OF Vendor

	 	 	 
	6.1 	
      Vendor will:

	 	 	 
		(a) 	
      not do any act or thing which would or might in any way
      adversely affect the rights of Theron
hereunder;







- 4 - 

	 	(b) 	
      make available to Theron and its representatives all
      records and files in the possession of Vendor relating to the Claims and
      permit Theron and its representatives at its own expense to take abstracts
      therefrom and make copies thereof; and

	 	(c) 	
      promptly provide Theron with any and all notices and
      correspondence from government agencies in respect of the
  Claims.




	7. 	
      COVENANTS OF THERON

	 	 	 
	7.1 	
      Theron will:

	 	 	 
		(a) 	
      keep the Claims free and clear of all liens, charges and
      encumbrances arising from their operations hereunder and in good standing
      by the doing and filing of all necessary work and by the doing of all
      other acts and things and making all other payments which may be necessary
      in that regard;

		(b) 	
      permit Vendor, or its representatives duly authorized by
      it in writing, at their own risk and expense, access to the Claims at all
      reasonable times and to all records prepared by Theron in connection with
      work done on or with respect to the Claims;

		(c) 	
      conduct all work on or with respect to the Claims in a
      careful and miner-like manner and in compliance with all applicable
      Federal, Provincial and local laws, rules, orders and regulations, and
      indemnify and save Vendor harmless from any and all claims, suits, actions
      made or brought against it as a result of work done by Theron on or with
      respect to the Claims; and

		(d) 	
      obtain and maintain, or cause any contractor engaged
      hereunder to obtain and maintain, during any period in which active work
      is carried out hereunder, adequate insurance.

	 	 	 
	8. 	
      EXERCISE OF OPTION

	 	 	 
	8.1 	
      Once Theron has incurred the exploration expenditures,
      and made the payments set out in Section 3.1, Theron will, subject to the
      right of Vendor to receive the Royalty and the obligation of Theron to
      make the annual payments set out in Section 3.2, own an undivided 100% of
      Vendor's right, title, and interest in and to the Claims.

	 	 	 
	9. 	
      ROYALTY

	 	 	 
	9.1 	
      Theron will pay to Vendor an annual royalty equal to
      three percent (3%) of Net Smelter Returns, subject to Section
  9.4.

	 	 	 
	9.2 	
      After the exercise of the Option, payment of the Royalty
      will be made quarterly within 30 days after the end of each yearly quarter
      based upon a year commencing on the 1st day of January and expiring on the
      31st day of December in any year in which production occurs. Within 60
      days after the end of each year for which the Royalty is payable, the
      records relating to the calculation of Net Smelter Returns for such year
      will be audited by Theron and any adjustments in the payment of the
      Royalty will be made forthwith after completion of the audit. All payments
      of the Royalty for a year will be deemed final and in full satisfaction of
      all obligations of Theron in respect thereof if such payments or
      calculations thereof are not disputed by Vendor within 60 days after
      receipt by Vendor of the said audit statement. Theron will maintain
      accurate records relevant to the determination of Net Smelter Returns and
      Vendor, or its authorized agent, shall be permitted the right to examine
      such records at all reasonable times.







- 5 - 

	9.3 	
      The determination of Net Smelter Returns royalty
      hereunder is based on the premise that production will be developed solely
      on the Claims except that Theron will have the right to commingle ore
      mined from the Claims with ore mined and produced from other properties
      provided Theron will adopt and employ reasonable practices and procedures
      for weighing, sampling and assaying, in order to determine the amounts of
      products derived from, or attributable to commingled ore mined and
      produced from the Claims. Theron will maintain accurate records of the
      results of such sampling, weighing and analysis with respect to any
      commingled ore mined and produced from the Claims. Vendor or its
      authorized agents will be permitted the right to examine at all reasonable
      times such records pertaining to comingling of ore or to the calculation
      of Net Smelter Returns.

	 	 
	9.4 	
      Theron shall have the right at any time to purchase
      one-half of the Royalty by paying to Vendor the sum of $300,000 per
      Royalty percentage point.




	10. 	
      OBLIGATIONS OF THERON AFTER TERMINATION

	 	 	 
	10.1 	
      In the event of the termination of the Option, Theron
      will:

	 	 	 
		(a) 	
      leave the Claims in good standing for a minimum of one
      (1) year under all applicable legislation, free and clear of all liens,
      charges and encumbrances arising from this Agreement or their operations
      hereunder and in a safe and orderly condition;



	 	(b) 	
      deliver to Vendor within 60 days of its written request a
      comprehensive report on all work carried out by Theron on the Claims
      (limited to factual matter only) together with copies of all maps, drill
      logs, assay results and other technical data compiled by Theron with
      respect to the Claims;

	 	(c) 	
      have the right, and obligation on demand made by Vendor,
      to remove from the Claims within six (6) months of the effective date of
      termination all facilities erected, installed or brought upon the Claims
      by or at the instance of Theron provided that at the option of Vendor, any
      or all of facilities not so removed will become the property of Vendor;
      and

	 	(d) 	
      deliver to Vendor a duly executed transfer in registrable
      form of an undivided 100% right, title and interest in and to the Claims
      in favour of Vendor, or its nominee.




	11. 	
      TRANSFER OF TITLE

	 	 
	11.1 	
      Upon the request of Theron, Vendor will deliver to Theron
      a duly executed transfer in registrable form of an undivided 100% of
      Vendor's right, title and interest in and to the Claims in favour of
      Theron which Theron will be entitled to register against title to the
      Claims provided that transfer of legal title to the Claims as set forth in
      this Subsection 11.1 is for administrative convenience only and beneficial
      ownership of an undivided 100% interest in the Claims will pass to Theron
      only in accordance with the terms and conditions of this
  Agreement.

	 	 
	12. 	
      REGISTRATION OF AGREEMENT

	 	 
	12.1 	
      Notwithstanding Section 11 of this Agreement, Theron or
      Vendor will have the right at any time to register this Agreement or a
      Memorandum thereof against title to the Claims.

	 	 
	13. 	
      DISPOSITION OF CLAIM

	 	 
	13.1 	
      Theron may at any time sell, transfer or otherwise
      dispose of all or any portion of its interest in and to the Claims and
      this Agreement provided that, at any time, Theron has first obtained
      the







- 6 - 

consent in writing of Vendor, such
consent not to be unreasonably withheld and further provided that, at any time
during the currency of this Agreement, any purchaser, grantee or transferee of
any such interest will have first delivered to Vendor its agreement related to
this Agreement and to the Claims, containing: 

	 	(a) 	
      a covenant with Vendor by such transferee to perform all
      the obligations of Theron to be performed under this Agreement in respect
      of the interest to be acquired by it from Theron, and

	 	(b) 	
      a provision subjecting any further sale, transfer or
      other disposition of such interest in the Claims and this Agreement or any
      portion thereof to the restrictions contained in this Subsection
    13.1.




	13.2 	
      The provisions or Subsection 13.1 of this Agreement will
      not prevent either party from entering into an amalgamation or corporate
      reorganization which will have the effect in law of the amalgamated or
      surviving company possessing all the property, rights and interests and
      being subject to all the debts, liabilities and obligations of each
      amalgamating or predecessor company.




	14. 	
      ABANDONMENT OF
PROPERTY




	14. 1	
      Theron shall have the unfettered right at any time after
      the exercise of the Option to abandon all or any part of its interest in
      the Claims by delivering a notice in writing of their intention to do so
      to Vendor, such notice to list the part or parts of the Claims to be
      abandoned, and if within 30 days of receipt of such notice Vendor delivers
      to Theron a notice ("Reacquisition Notice") stating its intention to
      reacquire all or part or parts of the Claims, Theron will deliver to
      Vendor duly executed recordable transfers of its interest in such part or
      parts of the Claims as Vendor has set forth in the Reacquisition Notice,
      such part or parts to be in good standing for at least one year beyond the
      date of delivery of such transfers and to be free and clear of all liens,
      charges, and encumbrances arising from the operations of Theron or its
      agents or subcontractors hereunder.




	15. 	
      CONFIDENTIAL NATURE OF INFORMATION

	 	 
	15.1 	
      The parties agree that all information obtained from the
      work carried out hereunder and under the operation of this Agreement will
      be the exclusive property of the parties and will not be used other than
      for the activities contemplated hereunder except as required by law or by
      the rules and regulations of any regulatory authority having jurisdiction,
      or with the written consent of both parties, such consent not to be
      unreasonably withheld. Notwithstanding the foregoing, it is understood and
      agreed that a party will not be liable to the other party for the
      fraudulent or negligent disclosure of information by any of its employees,
      servants or agents, provided that such party has taken reasonable steps to
      ensure the preservation of the confidential nature of such
    information.

	 	 
	16. 	
      FURTHER ASSURANCES

	 	 
	16.1 	
      The parties hereto agree that they and each of them will
      execute all documents and do all acts and things within their respective
      powers to carry out and implement the provisions or intent of this
      Agreement.

	 	 
	17. 	
      NOTICE







- 7 - 

	17.1 	
      Any notice, direction or other instrument required or
      permitted to be given under this Agreement will be in writing and will be
      given by the delivery or the same or by mailing the same by prepaid
      registered or certified mail in each case addressed as
  follows:




	 	(a) 	
      if to Vendor 
Bryan Livgard

	 		
      1990 King Albert Avenue 
Coquitlam, B.C. V3J
  1Z2

	 	 	 
	 	(b) 	
      if to The Theron Group

	 		
      338 Rosehill Wynd 
Delta, B.C. V4M 3L9

	 		
      Attention:   Jerry R.
      Satchwell




	
      l7.2 
	
      Any notice, direction or other instrument aforesaid will,
      if delivered, be deemed to have been given and received on the day it was
      delivered, and if mailed, be deemed to have been given and received on the
      tenth business day following the day of mailing, except in the event of
      disruption of the postal services in which event notice will be deemed to
      be received only when actually received. 




	17.3 	
      Any party may at any time give to the other notice in
      writing of any change of address of the party giving such notice and from
      and after the giving of such notice, the address or addresses therein
      specified will be deemed to be the address of such party for the purpose
      of giving notice hereunder.




	18. 	
      HEADINGS

	 	 
	18.1 	
      The headings to the respective sections herein will not
      be deemed part of this Agreement but will be regarded as having been used
      for convenience only.

	 	 
	19. 	
      DEFAULT

	 	 
	19.1 	
      If any party (a "Defaulting Party") is in default of any
      requirement herein set forth other than the provisions of Section 5 for
      which notice of default need not be given, the party affected by such
      default will give written notice to the defaulting Party specifying the
      default and the Defaulting Party will not lose any rights under this
      Agreement, unless within 30 days after the giving of notice of default by
      the affected party the Defaulting Party has cured the default by the
      appropriate performance and if the Defaulting Party fails within such
      period to cure any such default, the affected party will be entitled to
      seek any remedy it may have on account of such default.

	 	 
	20. 	
      PAYMENT

	 	 
	20.1 	
      All references to monies hereunder will be in Canadian
      funds except where otherwise designated. All payments to be made to any
      party hereunder will be mailed or delivered to such party at its address
      for notice purposes as provided herein, or for the account of such party
      at such bank or banks in Canada as such party may designate from time to
      time by written notice. Said bank or banks will be deemed the agent of the
      designating party for the purpose of receiving and collecting such
      payment.







- 8 - 

	21. 	
      ENUREMENT

	 	 
	21.1 	
      Subject to Section 13, this Agreement will enure to the
      benefit of and be binding upon the parties hereto and their respective
      successors and permitted assigns.

	 	 
	22. 	
      TERMS

	 	 
	22.1 	
      The terms and provisions of this Agreement shall be
      interpreted in accordance with the laws of British Columbia.

	 	 
	23. 	
      FORCE MAJEURE

	 	 
	23.1 	
      No party will be liable for its failure to perform any of
      its obligations under this Agreement due to a cause beyond its control
      (except those caused by its own lack of funds) including, but not limited
      to acts of God, fire, flood, explosion, strikes, lockouts or other
      industrial disturbances, laws, rules and regulations or orders of any duly
      constituted governmental authority or non- availability of materials or
      transportation (each an "Intervening Event").

	 	 
	23.2 	
      All time limits imposed by this Agreement, other than
      those imposed by Section 5, will be extended by a period equivalent to the
      period of delay resulting from an Intervening Event described in
      Subsection 23.1.

	 	 
	23.3 	
      A party relying on the provisions of Subsection 23.1 will
      take all reasonable steps to eliminate an Intervening Event and, if
      possible, will perform its obligations under this Agreement as far as
      practical, but nothing herein will require such party to settle or adjust
      any labour dispute or to question or to test the validity of any law,
      rule, regulation or order of any duly constituted governmental authority
      or to complete its obligations under this Agreement if an Intervening
      Event renders completion impossible.

	 	 
	24. 	
      ENTIRE AGREEMENT

	 	 
	24.1 	
      This Agreement constitutes the entire agreement between
      the parties and replaces and supersedes all prior agreements, memoranda,
      correspondence, communications, negotiations and representations, whether
      verbal or written, express or implied, statutory or otherwise between the
      parties with respect to the subject matter herein.

	 	 
	25. 	
      TIME OF ESSENCE

	 	 
	25.1 	
      Time will be of the essence in this Agreement.

	 	 
	26. 	
      ENFORCEMENT OF AGREEMENT

	 	 
	26.1 	
      The covenants, promises, terms and conditions contained
      herein will be binding upon the parties jointly and severally and may be
      enforced by each as against each other inter se.



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




- 9 - 

VENDOR – BRYAN LIVGARD 

 

Per: _____________________________


 

THERON GROUP VENTURES INC. 

 

Per:
_____________________________
        by
its Authorized Signatory 




This is SCHEDULE "A" to an Agreement made as of the 1st
day of February, 2007 between Vendor and THE THERON GROUP 


	Claim Name 
	Cells 
	Area 
	Tenure 
Number 	Recording Date 
	Expiry Date 

	George 1 	20 	418 Ha 	531574 	Sept. 09, 2005 	Sept. 09, 2008 
	George 2 	20 	418 Ha 	531575 	Sept. 09, 2005 	Sept. 09, 2008 
	George 3 	20 	418 Ha 	531576 	Sept. 09, 2005 	Sept. 09, 2008 
	George 4 	15 	314 Ha 	531550 	Sept. 09, 2005 	Sept. 09, 2008 
	George 5 	3 	 63 Ha 	531171 	   Jan. 24, 2006
	Jan. 24, 2009 
	George 6 	7 	146 Ha 	552308 	 Feb. 19, 2007 	Feb. 19, 2009 
	   TOTALS 	78 	1777 Ha