THIS AGREEMENT, AND SUBJECT TO ALL APPROPRIATE LOCAL AND NATIONAL GOVERNMENTAL
APPROVALS AND ENVIRONMENTAL CONSIDERATIONS SAVE AND EXCEPT FOR ANY COSTS RELATED
TO THE RENEWALS OF THE CLAIMS PURCHASED.
3.
PURCHASE
3.1
THE VENDOR HEREBY SELLS TO THE
PURCHASER A ONE HUNDRED PERCENT (100%) UNDIVIDED INTEREST IN AND TO THE PROPERTY
AND ALL MINERALS ON THE PROPERTY, FREE AND CLEAR OF ALL CLAIMS, TAXES, LIENS OR
ENCUMBRANCES, ON THE TERMS AND CONDITIONS SET OUT HEREIN.
3.2
THE CONSIDERATION PAYABLE BY THE
PURCHASER TO THE VENDOR PURSUANT TO THIS AGREEMENT SHALL CONSIST OF THE ISSUANCE
OF 5,000,000 (FIVE MILLION) COMMON SHARES OF THE PURCHASER AND PAYMENT OF
$20,000.00 (TWENTY THOUSAND DOLLARS).
THE CONSIDERATION SHALL BE PROVIDED AS
FOLLOWS:
3.2.1
$20,000 PAID AND RECEIVED PRO RATA TO GG AND 9248-7792 QUEBEC ON OR
BEFORE APRIL 16, 2012.
3.2.2
5,000,000 (FIVE MILLION) SHARES DELIVERED AND RECEIVED PRO RATA TO
GG AND 9248-7792 QUEBEC ON OR BEFORE APRIL 16, 2012.
3.2.3
THE VENDOR WILL TRANSFER THE 140 CLAIMS IDENTIFIED IN SCHEDULE A, 5
DAYS AFTER
RECEIVING THE PAYMENT 3.2.1 AND 3.2.2 OF THIS CONTRACT. TRANSFER
COSTS OF CLAIMS, SHALL BE PAID BY THE BUYER
3.3
THE PURCHASER AGREES THAT IT WILL BE
RESPONSIBLE FOR ALL COSTS AND ADMINISTRATIVE ACTIONS REQUIRED TO RENEW ANY OF
THE CLAIMS IDENTIFIED IN SCHEDULE A.
3.4
IF THE PURCHASER VERIFIES THAT HE HAS
INITIATED AND COMPLETED HIS DUE DILIGENCE ON THE PROPERTY AND IS SATISFIED THAT
THERE ARE PRESENTLY NO MATERIAL DEFECT IN THE VENDOR'S TITLE TO THE PROPERTY. IF
THE PURCHASER IDENTIFIES SUBSEQUENTLY ANY MATERIAL DEFECTS HE SHALL GIVE THE
VENDOR NOTICE OF SUCH DEFECT.
IF THE DEFECT HAS NOT BEEN CURED WITHIN 60 DAYS
OF RECEIPT OF SUCH NOTICE, THE PURCHASER SHALL BE ENTITLED TO TAKE SUCH CURATIVE
ACTION AS IS REASONABLY NECESSARY, AND SHALL BE ENTITLED TO DEDUCT THE COSTS AND
EXPENSES INCURRED IN TAKING SUCH ACTION FROM PAYMENTS THEN OTHERWISE DUE OR
ACCRUING DUE TO THE VENDOR.
IF THERE ARE NO SUCH PAYMENTS, THE PURCHASER SHALL
BE ENTITLED TO A REFUND IN THE AMOUNT OF SAID COSTS AND EXPENSES.
4.
PROPERTY TO BE HELD IN TRUST
4.1
THE PARTIES ACKNOWLEDGE THAT THE
PURCHASER, BEING A NEVADA CORPORATION CANNOT, UNDER QUEBEC LAWS, HOLD REGISTERED
TITLE TO THE CLAIMS DIRECTLY.
THE PURCHASER HAS INCORPORATED A NEW CANADIAN
FEDERALLY REGISTERED COMPANY (THE "SUBSIDIARY"), A WHOLLY OWNED SUBSIDIARY OF
5
THE PURCHASER, WHICH WAS SOLELY FORMED TO HOLD REGISTERED OWNERSHIP OF THE
PROPERTIES IN TRUST FOR THE PURCHASER IF LEGALLY ALLOWED UNDER THE LAWS OF
QUEBEC AND ON THE TERMS AND CONDITIONS SET FORTH THEREIN.
5.
PROPERTY EXPLORATION AND MAINTENANCE
5.1
THE PURCHASER SHALL BE THE OPERATOR IN
CONNECTION WITH THE PROPERTY.
6.
RIGHT OF ENTRY
6.1
THE PURCHASER AND ITS EMPLOYEES,
AGENTS, DIRECTORS, OFFICERS AND INDEPENDENT CONTRACTORS WILL HAVE THE EXCLUSIVE
RIGHT IN RESPECT OF THE PROPERTY TO:
(A)
ENTER THE PROPERTY WITHOUT DISTURBANCE;
(B)
DO SUCH PROSPECTING, EXPLORATION, DEVELOPMENT AND/OR OTHER
MINING WORK ON AND UNDER THE PROPERTY TO CARRY OUT EXPLORATION EXPENDITURES AS
THE PURCHASER