Yukon Gold Corp Inc Sample Contracts

Yukon Gold Corp Inc – Yukon Gold Corporation, Inc. to Acquire a Former Producing Gold Mine (December 22nd, 2010)

Oakville, Canada, December 22, 2010, Yukon Gold Corporation, Inc. (the “Company”) (OTCBB: YGDC) is pleased to announce it has entered into a non-binding Letter of Intent (the “LOI”) with District Gold Inc., a private Ontario, Canada corporation.

Yukon Gold Corp Inc – MEMORANDUM OF UNDERSTANDING (September 23rd, 2009)

This memorandum of understanding (the “MOU”) sets forth the agreement between Yukon Gold Corporation, Inc. (“Yukon Gold”) on the one hand and Bellhaven Copper and Gold, Inc. (“Bellhaven”) and Minera Cerro Quema S.A., a private company organized under the laws of Panama (“Minera”) that owns the Cerro Quema gold project in Panama as more particularly detailed in Schedule “C” hereto (the “Cerro Quema Project”) on the other hand concerning the granting to Yukon Gold of an option (the “Option to Purchase”) to acquire 75% of Minera through a combination of the purchase of certain outstanding shares of Minera owned by Bellhaven and the purchase of certain shares from the treasury of Minera. Upon exercise of the Option to Purchase Yukon Gold would own 75% of the outstanding shares of Minera and Bellhaven would hold the remaining 25%. All dollar amounts herein are references to U.S. Dollars. The parties agree as follows.

Yukon Gold Corp Inc – PRESS RELEASE Yukon Gold Corp. Signs Memorandum of Understanding to Acquire 75% Interest in Panamanian Gold Deposit Yukon Gold Corp. Shifts Focus to Acquisition Of Panamanian Gold Deposit (September 23rd, 2009)

Toronto, Canada, September 22, 2009 Yukon Gold Corporation, Inc. (“Yukon Gold” or the "Company") (TSX: YK) (OTCBB: YGDC) (Frankfurt: W8Y) is pleased to announce that the Company has signed a Memorandum of Understanding ("MOU") with Bellhaven Copper and Gold, Inc. (“Bellhaven”) to acquire a 75% interest in the Cerro Quema gold project located in Tonosi, Province of Los Santos, Republic of Panamá. Cerro Quema is 100% owned by Minera Cerro Quema S.A., ("Minera") a private company organized under the laws of Panama as a wholly owned subsidiary of Bellhaven.

Yukon Gold Corp Inc – ASSIGNMENT OF OPTION INTEREST AND ASSIGNMENT OF CLAIMS (May 26th, 2009)

THE HINTON SYNDICATE, a syndicate formed by Richard Ewing (“Ewing”), James Smith (“Smith”), Robert Wagner (“Wagner”) and J. Malcolm Slack (“Slack”) to acquire and explore mineral claims in the Yukon Territory (Ewing, Smith, Wagner and Slack) are hereinafter collectively referred to as “Hinton”)

Yukon Gold Corp Inc – Yukon Gold Corporation, Inc. 55 York Street Suite 401 Toronto, ON M5J 1R7 (December 9th, 2008)

We refer to the Property Purchase Agreement between Medallion Capital Corp. and Atna Resources Ltd ("Atna") that was assigned to Yukon Gold Corporation, Inc. ("Yukon Gold") as of March 4, 2005 (the "Marg Acquisition Agreement") covering approximately 402 contiguous mineral claims on approximately 20,000 acres known as the "Marg Property" in central Yukon, Canada. Under the Marg Acquisition Agreement, a payment of CDN$200,000 (payable in cash or shares of Yukon Gold) is due to be made by Yukon Gold to Atna as of December 12, 2008. In lieu of making such payment on December 12, 2008, we have agreed as follows.

Yukon Gold Corp Inc – July 11, 2008 (July 17th, 2008)

We have acted as counsel to Yukon Gold Corporation, Inc., a Delaware corporation (the "Company"), in connection with the registration of shares of its common stock on behalf of certain selling shareholders identified in the registration statement of the Company on Form S-1 (including all amendments, the "Registration Statement").

Yukon Gold Corp Inc – May 22, 2008 (May 22nd, 2008)

We have acted as counsel to Yukon Gold Corporation, Inc., a Delaware corporation (the “Company”), in connection with the registration of shares of its common stock on behalf of certain selling shareholders identified in the registration statement of the Company on Form S-1 (including all amendments, the “Registration Statement”).

Yukon Gold Corp Inc – CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF YUKON GOLD CORPORATION, INC. ______________________________________________ Pursuant to Section 242 of the Delaware General Corporation Law (March 25th, 2008)

THE UNDERSIGNED, the Chief Executive Officer of YUKON GOLD CORPORATION, INC. (the "Corporation"), a corporation organized under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

Yukon Gold Corp Inc – February 26, 2008 (February 29th, 2008)

We have acted as counsel to Yukon Gold Corporation, Inc., a Delaware corporation (the "Company"), in connection with the registration of shares of its common stock on behalf of certain selling shareholders identified in the registration statement of the Company on Form S-1 (the "Registration Statement").

Yukon Gold Corp Inc – Yukon Gold Signs 4000M Drill Contract at its Marg Deposit (February 29th, 2008)

Toronto, Canada, February 25, 2008, Yukon Gold Corporation, Inc. (“Yukon Gold” or the "Company"), (TSX: YK) (OTCBB: YGDC) (Frankfurt: W8Y) announces the signing of a 4000 meter drill contract for surface drilling of the Marg Deposit dated February 18, 2008.

Yukon Gold Corp Inc – Attention: Paul Gorman, CEO and Director Subject: Private Placement of Units and Flow-Through Units (July 27th, 2007)

Subject to the terms and conditions contained herein, Northern Securities Inc. (the “Underwriter”, which term includes each member of a syndicate arranged by Northern if a syndicate is arranged, or “Northern”) would be pleased to act on behalf of Yukon Gold Corporation, Inc. (the “Corporation”) as underwriter in connection with a private placement of $2,800,000 consisting of $1,500,000 of Units and $1,300,000 of Flow-Through Units (the “Offering”), issued by the Corporation, on a firm underwriting basis pursuant to the general terms, conditions and definitions (subject to all necessary regulatory, stock exchange and shareholder approvals as appropriate) set out in this letter and the term sheet attached as Schedule “A”.

Yukon Gold Corp Inc – June 15, 2007 (June 27th, 2007)

Subject to the terms and conditions contained herein, Northern Securities Inc. (the “Underwriter”, which term includes each member of a syndicate arranged by Northern if a syndicate is arranged, or “Northern”) would be pleased to act on behalf of Yukon Gold Corporation, Inc. (the “Corporation”) as underwriter in connection with a private placement of $2,000,000 consisting of $500,000 of Units and $1,500,000 of Flow-Through Common Shares (the “Offering”), issued by the Corporation, on a firm underwriting basis pursuant to the general terms, conditions and definitions (subject to all necessary regulatory, stock exchange and shareholder approvals as appropriate) set out in this letter and the term sheet attached as Schedule “A”.

Yukon Gold Corp Inc – SUBSCRIPTION AGREEMENT (June 7th, 2007)

This Subscription Agreement is made as of this 3rd day of April, 2007 between Industrial Minerals, Inc., a Delaware corporation having an address at 1 Dundas Street West, Suite 2500, Toronto, ON M5G 1Z3 (the "Company") and the undersigned subscriber, Yukon Gold Corporation, Inc., a Delaware corporation having an address at 55 York Street, Suite 401, Toronto, ON M5J 1R7 (the "Subscriber").

Yukon Gold Corp Inc – Contract (February 13th, 2007)

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS APRIL 29, 2007.

Yukon Gold Corp Inc – YUKON GOLD CORPORATION, INC. 2006 Stock Option Plan (February 13th, 2007)

The board of directors of Yukon Gold Corporation, Inc. (the “Corporation”) wishes to establish a stock option plan (the “Plan”) governing the issuance of stock options (the “Stock Options”) to directors, officers and employees of the Corporation or Affiliated Entities (as hereinafter defined) of the Corporation and persons or corporations who provide services to the Corporation or its Affiliated Entities on an on-going basis, or have provided or are expected to provide a service or services of considerable value to the Corporation or its Affiliated Entities. The Corporation is a Delaware corporation. This 2006 Stock Option Plan complies with Canadian tax law, while the Corporation’s 2003 Stock Option Plan enables the Corporation to issue stock options that are qualified under the United States Internal Revenue Code. This 2006 Stock Option Plan is governed by the laws of Ontario, Canada. However, in the event that anything contained herein directly conflicts with the laws of Delaware so

Yukon Gold Corp Inc – Contract (February 13th, 2007)

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS APRIL 29, 2007.

Yukon Gold Corp Inc – YUKON GOLD CORPORATION, INC. SUBSCRIPTION AGREEMENT FOR SPECIAL FLOW-THROUGH WARRANTS (For Alberta, British Columbia, Nova Scotia, Ontario, Québec and Non-U.S. Offshore Subscribers) (February 13th, 2007)

The undersigned (the “Subscriber”) hereby subscribes for and agrees to purchase from Yukon Gold Corporation, Inc. (the “Corporation”) that number of special flow-through warrants of the Corporation (each, a “Warrant”) set out below at a price of CDN$1.05 per Warrant. In accordance with this agreement, after the Closing Time (as hereinafter defined), such agreement will be irrevocable. Each Warrant entitles the Subscriber to receive upon exchange, without payment of additional consideration, one “flow-through” common share in the capital of the Corporation (each, a “Flow-Through Common Share”). The Warrants may be exchanged by the holder at any time in accordance with their terms, and each Warrant shall in any event be automatically exchanged for one Flow-Through Common Share immediately after the earlier of: (i) the Qualification Date (as hereinafter defined) and (ii) the first Business Day (as hereinafter defined) following the date which is four months after the Closing Date (as here

Yukon Gold Corp Inc – Contract (February 13th, 2007)

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS APRIL 29, 2007.

Yukon Gold Corp Inc – AGENCY AGREEMENT (February 13th, 2007)

The undersigned, Northern Securities Inc. (the "Agent") understands that the Company is prepared to issue and sell non-FT Special warrants (the "Non-FT Special Warrants") at a price of 0.90 per Non-FT Special Warrant, and flow-through Special warrants (the "FT Special Warrants") at a price of 1.05 per FT Special Warrant, for aggregate gross proceeds of up to $6,000,000 (the Non-FT Special Warrants and FT Special Warrants, together with any special warrants to be issued pursuant to the Agent's Option (as defined below), are referred to herein as the "Special Warrants").

Yukon Gold Corp Inc – Contract (February 13th, 2007)

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS APRIL 29, 2007.

Yukon Gold Corp Inc – HINTON OPTION AGREEMENT (August 31st, 2005)

HINTON OPTION AGREEMENT (the "Agreement") THIS AGREEMENT dated effective the 7th day of July 2005, BETWEEN: HINTON SYNDICATE, a syndicate formed by Richard Ewing ("Ewing"), James Smith ("Smith"), Robert Wagner ("Wagner") and J Malcolm Slack ("Slack") to acquire and explore mineral claims in the Yukon Territory (Ewing, Smith, Wagner and Slack) are hereinafter collectively referred to as "Hinton") - and - YUKON GOLD CORP., a corporation formed pursuant to the laws of Ontario and registered to carry on business in the Yukon Territory ("Yukon Gold") -and- YUKON GOLD CORPORATION, INC. a Delaware USA corporation ("Yukon Parent") WITNESSETH THAT: WHEREAS Hinton owned certain unpatented, mineral properties located in th

Yukon Gold Corp Inc – ASSIGNMENT OF AGREEMENT TO ACQUIRE (March 8th, 2005)

Exhibit 99.2 ASSIGNMENT OF AGREEMENT TO ACQUIRE THE MARG PROPERTY This Assignment of the Marg Property Purchase Agreement is dated as of the 1st day of March, 2005. WHEREAS, Medallion Capital Corp. ("Medallion") entered into a contract with Atna Resources Ltd. dated November 25, 2004, to acquire the Marg Property( the "Agreement"); WHEREAS, Medallion has agreed to assign to Yukon Gold Corporation, Inc. ("Yukon Gold") the Agreement in consideration of the amounts of cash and common shares set out herein and assumption by Yukon Gold of all further obligations under the Agreement a copy of which is attached hereto as Schedule A and forms part hereof. NOW THEREFORE, the parties agree as follows. 1. In consideration of One Hundred and Fifty Thousand Dollars ($150,000) plus 133,333 common

Yukon Gold Corp Inc – Loan Agreement (March 8th, 2005)

Exhibit 99.3 Loan Agreement Made this first day of March, 2005 Amount: $250,000.00 CDN Due: On Demand As Provided Herein FOR VALUE RECEIVED, the undersigned Yukon Gold Corporation, Inc., a Delaware corporation (Yukon) promises to pay Medallion Capital Corp., an Ontario corporation (Medallion) or to his order, the principal sum of $250,000 (the "Principal Amount"), in lawful money of Canada plus interest at the rate of 9% per annum calculated monthly not in advance and with interest payable on the 1st day of each and every month on the Principal Amount outstanding from time to time as well before and after maturity and both before and after default and after judgment with interest on overdue interest at the rate calculated as a

Yukon Gold Corp Inc – HINTON/YUKON GOLD AGREEMENT (July 8th, 2004)

EXHIBIT 10.6 THIS AGREEMENT dated effective the 7th day of July 2002, BETWEEN: HINTON SYNDICATE, a syndicate formed by Richard Ewing ("Ewing"), James Smith ("Smith") and Robert Wagner ("Wagner") to acquire and explore mineral claims in the Yukon Territory (Ewing, Smith and Wagner are hereinafter collectively referred to as "Hinton") - and - YUKON GOLD CORP., a corporation formed pursuant to the laws of Ontario ("Yukon Gold") AND REFERENCED AS THE: HINTON/YUKON GOLD AGREEMENT WITNESSETH THAT: WHEREAS Hinton owns certain unpatented, mineral properties located in the area of Mt. Hinton in the Mayo Mining District of the Yukon Territory, which mineral properties are more particularly described in Schedule A, attached hereto, and are hereinafter collectively referred to

Yukon Gold Corp Inc – LOAN AGREEMENT (July 8th, 2004)

EXHIBIT 10.10 LOAN AGREEMENT Made this 25th day of June, 2004. BETWEEN: YUKON GOLD CORPORATION, INC. a Delaware Corporation (herein called "Yukon"). AND J. L. GUERRA, JR., (herein called "JLG") 1. JLG agrees to lend to Yukon US$100,000 secured by a non-interest bearing promissory note due on demand (the Loan) in the form attached hereto as Schedule A. 2. As consideration for the Loan Yukon agrees to pay to JLG a fee of US$5,000.00 to cover due diligence and other expenses. In witness whereof the parties hereto have executed this Agreement as of the date first written above. YUKON GOLD CORPORATION, INC. Per: /s/ Stafford Kelley ---------------------- Stafford Kelley Per: /s/ Warren Holmes ---------------------- Warren Holmes J.L. GUERRA, JR. /s/ J. L. Guerra Jr. ---------------------------

Yukon Gold Corp Inc – LOAN AND SUBSCRIPTION AGREEMENT (July 8th, 2004)

EXHIBIT 10.8 LOAN AND SUBSCRIPTION AGREEMENT This Loan and Subscription Agreement (this "Agreement") is made as of the 13th day of May, 2004 by and between the undersigned subscriber (the "Subscriber") and YUKON GOLD CORPORATION, INC., a Delaware corporation (the "Corporation"). RECITAL The Subscriber desires to lend to the Corporation and the Corporation desires to borrow from the Subscriber certain funds pursuant to a convertible note (the "Convertible Note") in the form attached hereto as Exhibit B in accordance with the terms and conditions of this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the Corporation and the Subscriber hereby agree as follows: 1. SUBSCRIPTION. The Sub

Yukon Gold Corp Inc – STOCK PURCHASE WARRANT (July 8th, 2004)

EXHIBIT 10.7 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER SUCH LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE No. 1 Warrant to subscribe for shares of Common Stock April ___, 2004 YUKON GOLD CORPORATION, INC. STOCK PURCHASE WARRANT VOID AFTER April ____, 2006 (the "Expiration Date") --------------------------------------------------- ________________ THIS CERTIFIES that, for value received, the undersigned party identified on the signature page hereof (the "Investor"), or registered assigns, is entitled, subject to the terms of Section 1 hereof, to subsc

Yukon Gold Corp Inc – LOAN AGREEMENT (July 8th, 2004)

EXHIBIT 10.9 LOAN AGREEMENT Made this 25th day of June, 2004. BETWEEN: YUKON GOLD CORP. a Delaware Corporation (herein called "Yukon"). AND STAFFORD KAYE KELLEY (herein called "SKK") 1. SKK agrees to lend to Yukon CDN$100,000 secured by a non-interest bearing promissory note due on demand (the Loan) in the form attached hereto as Schedule A. 2. As consideration for the Loan Yukon agrees to pay to SKK a fee of CDN$5,000.00 to cover due diligence and other expenses. In witness whereof the parties hereto have executed this Agreement as of the date first written above. YUKON GOLD CORP. By: /s/ Stafford Kelley ------------------------ Stafford Kelley By: /s/ Warren Holmes ------------------------ Warren Holmes STAFFORD KAYE KELLEY /s/ Stafford Kelley ----------------------------

Yukon Gold Corp Inc – HINTON/YUKON GOLD AGREEMENT (May 20th, 2004)

EXHIBIT 10.5 THIS AGREEMENT dated effective the 7th day of July 2002, BETWEEN: HINTON SYNDICATE, a syndicate formed by Richard Ewing ("Ewing"), James Smith ("Smith") and Robert Wagner ("Wagner") to acquire and explore mineral claims in the Yukon Territory (Ewing, Smith and Wagner are hereinafter collectively referred to as "Hinton") - and - YUKON GOLD CORP., a corporation formed pursuant to the laws of Ontario ("Yukon Gold") AND REFERENCED AS THE: HINTON/YUKON GOLD AGREEMENT WITNESSETH THAT: WHEREAS Hinton owns certain unpatented, mineral properties located in the area of Mt. Hinton in the Mayo Mining District of the Yukon Territory, which mineral properties are more particularly described in Schedule A, attached hereto, and are hereinafter collectively referred

Yukon Gold Corp Inc – CONSULTING SERVICES AGREEMENT (March 12th, 2004)

EXHIBIT 10.3 CONSULTING SERVICES AGREEMENT THIS AGREEMENT is made as of the 1st day of November 2003. BETWEEN: Yukon Gold Corporation, Inc. a corporation incorporated under the laws of the State of Delaware. (herein called the "Corporation") Party of the First Part - and - MEDALLION CAPITAL CORP., of the City of Toronto, in the Province of Ontario, a corporation incorporated under the laws of the Province of Ontario, Canada. (herein called "Consultant") Party of the Second Part RECITALS: A. The Corporation wishes to engage the Consultant to assist the Corporation to advance their business and raise, on a best efforts basis, capital for the Corporation. B. The Consultant wishes to accept this engagement by the Corporation. NOW THEREFORE IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS CON

Yukon Gold Corp Inc – RESOLUTION ADOPTING STOCK OPTION PLAN (March 12th, 2004)

EXHIBIT 10.4 RESOLUTION ADOPTING STOCK OPTION PLAN YUKON GOLD CORPORATION, INC. Yukon Gold Corporation, Inc., a Delaware corporation (the Company), hereby establishes and adopts the following 2003 Stock Option Plan (the Plan). RECITALS WHEREAS, the Company desires to encourage high levels of performance by those individuals who are key to the success of the Company and its subsidiaries and affiliates, to attract and retain individuals who are highly motivated and who will contribute to the success of the Company and to encourage such individuals to remain as managers, officers, directors, employees, consultants and/or advisors of the Company and its subsidiaries and affiliates by increasing their proprietary interest in the Company's growth and success. WHEREAS, to attain these ends, the Company has formulated the Plan embodied herei

Yukon Gold Corp Inc – SHARE PURCHASE AGREEMENT (March 12th, 2004)

EXHIBIT 10.1 SHARE PURCHASE AGREEMENT AGREEMENT made as of the 1st day of November 2003 AMONG: YUKON GOLD CORPORATION, INC., a corporation incorporated under the laws of the State of Delaware (the "CORPORATION"). -and- THE FOUNDING SHAREHOLDERS as described herein and listed on Schedule "A" -and- YUKON GOLD CORP. ("YUKON") an Ontario corporation -and- MEDALLION CAPITAL CORP. ("MEDALLION"), a corporation incorporated under the laws of the Province of Ontario. WHEREAS the Corporation wishes to acquire from the Founding Shareholder all of the common shares of Yukon held by the Founding Shareholder; AND WHEREAS the Founding Shareholders wish to sell their shares of Yukon to the Corporation. AND WHEREAS Medallion shall act as the a

Yukon Gold Corp Inc – AGREEMENT made as of the 1st day of November 2003 (March 12th, 2004)

EXHIBIT 10.2 AGREEMENT made as of the 1st day of November 2003 AMONG: YUKON GOLD CORPORATION, INC., a corporation incorporated under the laws of the State of Delaware ("YGCI"). -and- YUKON GOLD CORP. ("YUKON") an Ontario corporation WHEREAS YGCI has assigned certain subscription agreements to YGCI as described in Schedule "A"; AND WHEREAS YGCI wishes to authorize Yukon to retain a portion of the subscription monies as a loan. NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto agree with each other as follows: 1. Yukon has accepted the subscription but has not issued any shares or warrants as called for in the subscription agreements. 2. YGCI is the controlling