Filed by Automated Filing Services Inc. (604)609-0244 Skyflyer Inc. - Exhibit 10-1






PURCHASE AGREEMENT

THIS AGREEMENT dated as of the 3rd day of October,
2007.

BETWEEN:

AMERICAN YELLOWCAKE RESOURCES INC., of 

    8275 S. Eastern Avenue, Suite 200 

  Las Vegas, NV 89123USA

(hereinafter called the “Vendor”)

AND:

SKYFLYER INC., of #205 - 1480 Gulf Road

  Point Roberts, WA 98281

(hereinafter called the “Purchaser”)

WHEREAS:

A.           The
  Vendor is the beneficial owner of the property described in Schedule “A”
  hereto (the “Property”); 

B.           The
  Vendor wishes to sell an undivided 100% interest in and to the Property to the
  Purchaser and the Purchaser wishes to acquire such interest pursuant to the
  terms and  conditions hereinafter set out; 

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




-2-

VENDOR’S REPRESENTATIONS AND WARRANTIES

	1. 	The Vendor represents and warrants to the
      Purchaser that: 



	 	(a) 	
      It is the beneficial owner of an undivided l00% interest
      in and to the Property;

	 	 	
       

	 	(b) 	
      The claims comprising the Property have been, to the best
      of the information and belief of the Vendor, properly located and staked
      and recorded in compliance with the laws of the jurisdiction in which they
      are situate, are accurately described in Schedule “A” and are valid and
      subsisting mineral claims as at the date of this Agreement;

	 	 	
       

	 	(c) 	
      The Property is in good standing under all applicable
      laws and regulations, all assessment work required to be performed and
      filed has been performed and filed, all taxes and other payments have been
      paid and all filings have been made;

	 	 	
       

	 	(d) 	
      The Property is free and clear of any encumbrances, liens
      or charges and neither the Vendor nor, to the best of the Vendor’s
      knowledge, any of its predecessors in interest or title, have done
      anything whereby the Property may be encumbered;

	 	 	
       

	 	(e) 	
      It has the right to enter into this Agreement and to deal
      with the Property in accordance with the terms of this Agreement, there
      are no disputes over the title to the Property, and no other party has any
      interest in the Property or the production therefrom or any right to
      acquire any such interest; and

	 	 	 
	 	(f) 	
      It is a company duly organized, validly existing and in
      good standing under the laws of its jurisdiction of incorporation,
      amalgamation or continuation.







-3-

PURCHASER’S REPRESENTATIONS AND WARRANTIES

	2. 	The Purchaser represents and warrants to the
      Vendor that: 



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

	 	 	
       

	 	(b) 	
      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;

	 	 	
       

	 	(d) 	
      no proceedings are pending for, and the Purchaser is
      unaware of any basis for the institution of any proceedings leading to,
      the dissolution or winding up of the Purchaser or the placing of the
      Purchaser in bankruptcy or subject to any other laws governing the affairs
      of insolvent corporations;







-4-

SURVIVAL OF REPRESENTATIONS AND WARRANTIES

3.           The
  representations and warranties in this Agreement shall survive the closing of
  this transaction and shall apply to all assignments, conveyances, transfers
  and documents delivered in connection with this Agreement and there shall not
  be any merger of any representations and warranties in such assignments, conveyances,
  transfers or documents notwithstanding any rule of law, equity or statute to
  the contrary and all such rules are hereby waived. The Vendor shall have the
  right to waive any representation and warranty made by the Purchaser in the
  Vendor’s favour without prejudice to any of its rights with respect to
  any other breach by the Purchaser and the Purchaser shall have the same right
  with respect to any of the Vendor’s representations in the Purchaser’s
  favour.

PURCHASE AND SALE

4.           The
  Vendor hereby sells and assigns and the Purchaser hereby purchases an undivided
  100% interest in and to the Property for the sum of $200,000 (the “Purchase
  Price”)  payable within 10 days of the date of this Agreement.

ROYALTY

	5. 	
      (a)               
      
	The Purchaser shall pay to the Vendor a royalty equal to 3% or 15% (as
      the case may be) of Net Smelter Returns (the “Royalty”) on the
      terms and conditions as set out in Schedule “B”.
	 	 	 
		(b) 	
      Installments of the Royalty payable shall be paid by the
      Purchaser to the Vendor immediately upon the receipt by the Purchaser of
      the payment from the smelter, refinery or other place of treatment of the
      proceeds of sale of the minerals, ore, concentrates or other product from
      the Property.







-5-

	 	(c) 	
      Within 120 days after the end of each fiscal year,
      commencing with the year in which production from the Property occurs, the
      accounts of the Purchaser relating to operations on the Property and the
      statement of operations, which shall include the statement of calculation
      of Royalty for the year last completed, shall be audited by the auditors
      of the Purchaser at its expense. The Vendor shall have 45 days after
      receipt of such statements to question the accuracy thereof in writing
      and, failing such objection, the statements shall be deemed to be correct
      and unimpeachable thereafter.

	 	 	
       

	 	(d) 	
      If such audited financial statements disclose any
      overpayment of Royalty by the Purchaser during the fiscal year, the amount
      of the overpayment shall be deducted from future installments of Royalty
      payable.

	 	 	
       

	 	(e) 	
      If such audited financial statements disclose any
      underpayment of Royalty by the Purchaser during the year, the amount
      thereof shall be paid to the Vendor forthwith after determination
      thereof.

	 	 	
       

	 	(f) 	
      The Purchaser agrees to maintain for each mining
      operation on the Property, up-to-date and complete records relating to the
      production and sale of minerals, ore, bullion and other product from the
      Property, including accounts, records, statements and returns relating to
      treatment and smelting arrangements of such product, and the Vendor or its
      agents shall have the right at all reasonable times, including for a
      period of 12 months following the expiration or termination of this
      Agreement, to inspect such records, statements and returns and make copies
      thereof at its own expense for the purpose of verifying the amount of
      Royalty payments to be made by the Purchaser to the Vendor pursuant
      hereto. The Vendor shall have the right to have such accounts audited by
      independent auditors at its own expense once each fiscal
  year.







-6-

RECORDING OF AGREEMENT

 6.           The
  Vendor shall be entitled to record this Agreement or a memorandum in respect
  of this Agreement against the title to the Property. 

FURTHER ASSURANCES

7.           Concurrently
  with the payment of the Purchase Price the Vendor shall execute or cause to
  be executed a Transfer of Mineral Dispositions or such other documents as the
  Purchaser may reasonable require transferring a 100% interest subject to the
  Royalty in and to the Property to the Purchaser which the Purchaser shall be
  at liberty to record forthwith. The parties shall execute all further documents
  or assurances as may be required to carry out the full intent of this Agreement.


NOTICE

8.            Each
  notice, demand or other communication required or permitted to be given under
  this Agreement shall be in writing and shall be delivered, telegraphed 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 telegraphed 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.






-7-

PAYMENT

9.           All
  references to monies hereunder will be in United States funds. All payments
  to be made to any party hereunder may be made by check mailed or delivered to
  such party to its  address for notice purposes as provided herein,or for
  the account of such party at such bank in the United States or Canada as such
  party may designate from time to time by written notice. Such bank will be deemed
  the agent of the designating party for the purpose of receiving, collecting
  and receipting such payment.

CONTRACT WORK ON PROPERTY

10.           The
  Purchaser shall employ Dahrouge Geological Consultants Ltd. at their customary
  rates to perform any work on the Property unless they shall decline or be unavailable
  to perform such services.

PERIMITER 

11.           For
  the purposes of this Agreement and the Royalty, the Property shall include any
  additional claims staked by the Purchaser, or on behalf of the Purchaser, within
  100 kilometers of the claims described in Schedule “A”. 

GENDER

12.          
  Wherever the singular or neuter are used herein the same shall be deemed to
  include the plural, feminine or masculine.






-8-

ASSIGNMENT

13.           The
  Purchaser shall not sell, transfer or assign any interest in the Property without
  the prior consent of the Vendor.

ENUREMENT

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

INDEPENDENT LEGAL ADVICE

15.           This
  Agreement has been prepared by O’Neill Law Group PLLC acting on behalf
  of the Vendor only and the Purchaser acknowledges that it has been advised to
  obtain independent legal advice. 






-9-

COUNTERPART EXECUTION

16.           This
  Agreement may be executed in several parts in the same form and such parts as
  so executed shall together constitute one original agreement, and such parts,
  if more than one, shall be read together and construed as if all the signing
  parties hereto had executed one copy of this Agreement. 

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

AMERICAN YELLOWCAKE RESOURCES INC.

	per: 	/s/ Mark A. Reynolds 	 
	 	 	 
	  	Mark A. Reynolds, President 	 


SKYFLYER INC.

	per: 	/s/ John Boschert 	 
	 	 	 
	  	John Boschert, Secretary 	 







SCHEDULE “A”

THE PROPERTY

	  	Mining 	  	  	  	  
	Claim Nos. 	District 	Location 	Area (ha) 	Map Sheet 	Record Date 
	 	 	 	 	 	 
	S-110851 & S-110862 	La Ronge 	56°25'N, 107°10'W 	9600 	074B06 	July 24, 2007 







SCHEDULE “B”

NET SMELTER RETURNS

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



	 	(a) 	“Commencement of Commercial Production” means:
    



	 		(i) 	
      if a mill is located on the Property, the last day of a
      period of 40 consecutive days in which, for not less than 30 days, the
      mill processed ore from the Property at 60% of its rated concentrating
      capacity; or

	 	 	 	 
	 		(ii) 	
      if a mill is not located on the Property, the last day of
      a period of 30 consecutive days during which ore has been shipped from the
      Property on a reasonably regular basis for the purpose of earning
      revenues,

	 	 	 	 
	 		
      but any period of time during which ore or concentrate is
      shipped from the Property for testing purposes or during which milling
      operations are undertaken as initial tune-up, shall not be taken into
      account in determining the date of Commencement of Commercial
      Production.

	 	 	 	 
	 	(b) 	
      “Net Smelter Returns” shall mean the gross proceeds
      received by the Purchaser in any year from the sale of Product from the
      mining operation on the Property, less successively:

	 	 	 	 
	 		(i) 	
      the cost of transportation of such Product to a smelter
      or other place of treatment, and

	 	 	 	 
	 		(ii) 	
      smelter and treatment charges;

	 	 	 	 
	 	(c) 	
      “Ore” shall mean any material containing a mineral or
      minerals of commercial economic value mined from the Property;
  and

	 	 	 	 
	 	(d) 	
      “Product” shall mean Ore mined from the Property and any
      concentrates or other materials or products derived therefrom, but if any
      such Ore, concentrates or other materials or products are further treated
      as part of the mining operation in respect of the Property, such Ore,
      concentrates or other materials or products shall not be considered to be
      “Product” until after they have been so
treated.



2.           For the purposes
  of calculating the amount of Royalty payable to the Vendor hereunder, if, after
  the Commencement of Commercial Production, the Purchaser sells any 






2

Product to one of its subsidiaries or affiliates, and if the
  sale price of such Product is not negotiated on an arm’s-length basis,
  the Purchaser shall for the purposes of calculating Net Smelter Returns only
  and notwithstanding the actual amount of such sale price, add to the proceeds
  from the sale of such Product an amount which would be sufficient to make such
  sale price represent a reasonable net sale price for such Product as if negotiated
  at arm’s length and after taking into account all pertinent circumstances
  including, without limitation, then current market conditions relating to Ore,
  concentrates or products similar to such Product. 

3.           The Purchaser shall
  by notice inform the Vendor of the quantum of such reasonable net sale price
  and, if the Vendor does not object thereto, within 60 days after receipt of
  such notice, said quantum shall be final and binding for the purposes of this
  Agreement. 

4.           The Purchaser may
  remove reasonable quantities of Ore and rock from the Property for the purpose
  of bulk sampling and of testing, and there shall be no Royalty payable to the
  Vendor with respect thereto unless revenues are derived therefrom. 

5.           The Purchaser shall
  have the right to commingle with ores from the Property, ore produced from other
  properties, provided that prior to such commingling, the Purchaser shall adopt
  and employ reasonable practices and procedures for weighing, determination of
  moisture content, sampling and assaying, as well as utilize reasonable accurate
  recovery factors in order to determine the amounts of products derived from,
  or attributable to Ore mined and produced from the Property. The Purchaser shall
  maintain accurate records of the results of such sampling, weighing and analysis
  as pertaining to ore mined and produced from the Property. 

Increase in Royalty

The parties agree that during any period that the price of
Uranium, as quoted by Kitco Metals or the New York Mercantile Exchange, shall
exceed $100 per pound, the Royalty shall be increased to 15% of net smelter
returns as calculated above.