OPTION AGREEMENT
GOLDEN PATRIOT, CORP.
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March 17, 2005
Rodinia Minerals Inc.
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Attention:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
Dear Sir:
Re:
Lucky Boy Project (as described in Schedule “A” attached hereto and made a part hereof) (the “Project”)
Whereas Golden Patriot, Corp. (“Golden Patriot”) has entered into the Option Agreement attached hereto as Schedule “B” with ▇▇▇▇▇▇▇ Minerals Inc. (the “▇▇▇▇▇▇▇ Agreement”) to acquire a 100% interest in the Project, subject to a 3% Yellow Cake Royalty (the “Royalty).
This will confirm our agreement in regards to the granting of an option by Golden Patriot to Rodinia Minerals Inc. (“Rodinia”) to acquire up to a 40% interest in the Project.
In consideration of Rodinia deferring its acquisition of an interest in the Project in favor of Golden Patriot, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged by Golden Patriot, Golden Patriot hereby gives and grants to Rodinia the sole and exclusive irrevocable right and option (the “Option”) to acquire, upon payment of US $1.00 to Golden Patriot, up to an undivided 40% right, title and interest in and to the Project. The Option shall be exercisable from time to time, as to 40% of the interest in respect of which Golden Patriot has exercised its right to acquire pursuant to the terms of the ▇▇▇▇▇▇▇ Agreement,
(i)
at any time after an aggregate US$500,000 has been spent on the Project and Golden Patriot has thereby exercised its right to acquire, pursuant to the terms of the ▇▇▇▇▇▇▇ Agreement, an undivided 60% right, title and interest in and to the Project, subject only to the Royalty;
(ii)
at any time after additional, incremental aggregate US$100,000 amounts have been spent on the Project and Golden Patriot has thereby exercised its right to acquire, pursuant to the terms of the ▇▇▇▇▇▇▇ Agreement, additional incremental
GOLDEN PATRIOT, CORP.
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undivided 8% interests in and to the Project for each US$100,000 so spent, subject only to the Royalty; and
(ii)
until the “Option Expiry Date”, being the day that is 30 days after the date Rodinia receives notice in writing that an aggregate US$1,000,000 has been spent on the Project and Golden Patriot has thereby exercised its right to acquire, pursuant to the terms of the ▇▇▇▇▇▇▇ Agreement, an undivided 100% right, title and interest in and to the Project, subject only to the Royalty.
As and from the date hereof and until after the Option Expiry Date, Golden Patriot covenants and agrees not to sell, transfer, assign, grant an option on or otherwise dispose of its interest in the ▇▇▇▇▇▇▇ Agreement or the Project in such a manner as to impair Rodinia’s right to acquire up to a 40% interest in the Project as provided herein . Pending exercise of the Option, Golden Patriot and Rodinia covenant and agree each with the other to execute and deliver such further and other deeds, documents, instruments or materials as either of them considers necessary or desirable to protect their respective interests in the Option.
If the foregoing accurately reflects your understanding of our agreement in regards to the Option and of the terms and conditions thereof I would ask that you acknowledge the same by dating, executing and returning a copy of this letter to the writer. At such time as either party requests a more formal option agreement, one will be prepared and the legal costs will be incurred equally by both parties.
This agreement may be signed in counterparts.
Yours very truly,
GOLDEN PATRIOT, CORP.
Per:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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President, Director
ACKNOWLEDGED AS OF THE 17th DAY OF MARCH, 2005
RODINIA MINERALS INC.
Per:
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President, Director
GOLDEN PATRIOT, CORP.
March 17, 2005
▇▇▇▇▇▇▇ Minerals Inc.
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Attention:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
Dear Sir:
Re:
Lucky Boy Project (as listed in Schedule "A")
This will confirm our preliminary discussions in regards to the granting of an option by ▇▇▇▇▇▇▇ Minerals Inc. ("▇▇▇▇▇▇▇") to Golden Patriot, Corp. ("Golden Patriot"), to acquire a 100% interest in the above project subject to a 3% Yellow Cake Royalty.
We understand, and if our offer is accepted, ▇▇▇▇▇▇▇ will represent that:
1.
It is the registered and beneficial owner of a 100% interest, subject to the limitations described herein, in the Lucky Boy Project, consisting of 14 BLM claims, and a State Lease, as the property is described in Schedule "A" which is attached;
2.
There are no liens charges or encumbrances or the third party claims against its interest in the properties except for certain mining claims of the Lucky Boy Project that are subject to a 3% Yellowcake Royalty;
3.
There are no negative environmental issues in regards to the Lucky Boy Project that ▇▇▇▇▇▇▇ is aware of. If it is found at a later date that there are preexisting environmental issues, then it will be the responsibility of ▇▇▇▇▇▇▇ to rectify the situation and bring the property into good standing. ▇▇▇▇▇▇▇ may use the work commitment funds to correct the problem;
4.
▇▇▇▇▇▇▇ acknowledges that Golden Patriot has entered into or will enter into a separate agreement with a third party where it is or may grant an option to earn 40% interest on the Lucky Boy Project for consideration of $1.
On preparation and execution of a formal option agreement such further representation and assurance of the parties as are normal for agreements of this nature will be added.
Golden Patriot proposes that it may acquire a 100% interest in the Lucky Boy Project on the following basis:
GOLDEN PATRIOT, CORP.
1.
Golden Patriot will pay ▇▇▇▇▇▇▇ property costs totalling $75,000, as follows: $25,000 upon execution of this agreement, $25,000 twelve months after execution and a further $25,000 twenty four months after execution of this agreement, (all dollar amounts are in USD);
2.
Golden Patriot will earn a 100% interest in the Lucky Boy Project, free and clear of all lien charges and encumbrances, in consideration of Golden Patriot incurring $925,000 in exploration and development programs on the Lucky Boy Project during a period of three years from the date of exercise of the option:
$200,000 to be incurred within 12 months of date of exercise of the option;
a further $300,000 (for an aggregate of $500,000) to be incurred within 24 months of the date of exercise of the option;
and thereafter, a further $425,000 (for an aggregate $925,000) to be incurred within 36 months of the date of exercise of the option;
3.
Once Golden Patriot spends $500,000 in the cumulative on the Lucky Boy Project, then it has the right but not the obligation to earn up to a 60% interest on the property; for each further $100,000 that Golden Patriot spends on the property it will earn the right but not the obligation to earn a further 8% on the property;
4.
Golden Patriot will make all payments directly to ▇▇▇▇▇▇▇ or as otherwise directed in writing by ▇▇▇▇▇▇▇;
5.
▇▇▇▇▇▇▇▇ Explorations Ltd. ("Ashex"), which is a related party to ▇▇▇▇▇▇▇, will be retained to run the work program for consideration of $1, if at any time it is found that Ashex has not operated within the industry parameters, then Golden Patriot retains the right to terminate on thirty (30) days notice. The services to be provided as listed in Schedule "B" which is attached;
6.
Golden Patriot shall maintain the property in good standing during the currency of the option agreement; and
7.
Provided Golden Patriot makes the payments provided for in Items 1 and 2 above, it may thereafter drop the option with thirty (30) days notice, without penalty, subject only to its obligation to ensure the property is in good standing at the time of termination.
Area of Interest
The parties agree that ▇▇▇▇▇▇▇ will give Golden Patriot the first right of refusal to acquire an interest in the Sky Deposit, in Gila County, Arizona.
GOLDEN PATRIOT, CORP.
This Option Agreement shall be governed by the laws of the State of Nevada, USA excluding any conflict of law principles that would require the application of the law of any other jurisdiction. The venue for any action brought to enforce or interpret this Option Agreement shall be a court of competent jurisdiction in the State of Nevada.
If the foregoing reflects your understanding of our discussions and you find the terms and conditions generally acceptable I would ask that you acknowledge your acceptance of this offer by dating, executing and returning a copy of this letter to the writer. At which time when either party requests a more formal option agreement, one will be prepared and the legal costs will be incurred equally by both parties.
This agreement may be signed in counterparts.
Yours very truly,
GOLDEN PATRIOT, CORP.
Per:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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President, Director
GOLDEN PATRIOT, CORP.
THE OFFER OF GOLDEN PATRIOT, CORP. CONTAINED HEREIN IS HEREBY ACCEPTED BY ▇▇▇▇▇▇▇ MINERALS INC., AS OF THE ____ DAY OF MARCH, 2005.
▇▇▇▇▇▇▇ MINERALS INC.
Per:
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President, Director
