LETTER AGREEMENT DATED SEPTEMBER 21, 2010 WITH TEMEX RESOURCES CORP RE: OPTION AND JOINT VENTURE ON THE CROXALL PROPERTY, CANCELLATION OF DECEMBER 12, 2007 OPTION AND JOINT VENTURE JAMES BAY LOWLANDSLetter Agreement • January 14th, 2011 • Mill City Gold Corp.
Temex Resources Corp. (“Temex”) is pleased to confirm the basis upon which they will grant to Mill City Gold Corp. (“Mill City”) an option to earn an undivided 75% participating interest (the “Option”) in the Croxall Property. The subject matter of this letter agreement is the Croxall Property comprising 59 mining claims totalling 60 claim units (the “Claims”) currently recorded in the name of Temex Resources Corp. but held by Temex Resources Corp. pursuant to an agreement dated June 22, 2009 with the vendors of the Croxall property namely, James E. Croxall, Margaret M. Kangas, and Robert John DeCarle, a true and complete copy of which is enclosed herewith (the “Croxall Agreement”). The Croxall Property (as more particularly described on Schedule A and depicted on Figure 1 hereto annexed) is located near Timmins in Northern Ontario within Ogden, Price and Thorneloe townships in the Porcupine Mining Division.
LETTER AGREEMENT DATED SEPTEMBER 2, 2008 WITH TEMEX RESOURCES CORP RE: EARN-IN ON THE GP2 JOINT VENTURE PROPERTYLetter Agreement • January 14th, 2011 • Mill City Gold Corp.
Temex Resources Corp. (“Temex”) and East West Resource Corporation (“East West”), carrying on business as the GP2 Joint Venture, are pleased to confirm the basis upon which they jointly will grant to Mill City Gold Corp. (“Mill City”) an option to earn an undivided 50% participating interest (the “Option”) in the GP2 Joint Venture. The subject matter of the GP2 Joint Venture is the GP2 Property comprising 17 mining claims totaling 240 claim units (the “Claims”) currently recorded in the name of East West but held by the GP2 Joint Venture under a 50:50 Joint Venture Agreement (the “GP2 JVA”) made between Temex and East West dated January 25, 2008, a true and complete copy of which is enclosed herewith. The GP2 Property (as more particularly described on Schedule A and depicted on Figure 1 hereto annexed) is located in the Sachigo Greenstone Belt in the James Bay Lowlands region of Northern Ontario within Areas BMA 523 864 and BMA 523 871 on Plans G-4263 and G-4273, respectively, in the
OPTION AND JOINT VENTURE AGREEMENT - TARGET 12 (ROSEBUD) PROPERTY DATED NOVEMBER 8, 2010 WITH THE YUKON CORNELIUS SYNDICATEOption and Joint Venture Agreement • January 14th, 2011 • Mill City Gold Corp. • British Columbia
THE YUKON CORNELIUS SYNDICATE, Suite 1300 – 1111 West Georgia Street, Vancouver, British Columbia, Canada, V6E 4M3 (Fax No.: 604-888-7929 / Email: billsc@shaw.ca)
AGENCY AGREEMENT WITH PRIMARY CAPITAL INC. DATED OCTOBER 1, 2010Agency Agreement • January 14th, 2011 • Mill City Gold Corp. • British Columbia
Based upon the understanding of the Agent set out above and upon the terms and subject to the conditions contained hereinafter, upon the acceptance hereof by the Corporation, the Corporation hereby appoints the Agent to act as the sole and exclusive agent of the Corporation to solicit, on a reasonable best efforts basis, offers to purchase the Offered Securities, and the Agent hereby agrees to act as such agent. It is understood and agreed that the Agent will offer the Offered Securities (as hereinafter defined) on a private placement best efforts basis to raise gross proceeds of up to $1,500,000 in the Offering Jurisdictions (as hereinafter defined).
