Common use of REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONOR Clause in Contracts

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONOR. (a) The Optionor represents and warrants to and covenants with the Optionee, with the knowledge that the Optionee relies upon same in entering into this Agreement, that: (i) no proceedings are pending for, and it is unaware of any basis for the institution of any proceedings leading to, its dissolution or winding up or being placed into bankruptcy; (ii) it has all requisite power and capacity, and has duly obtained all requisite authorizations and performed all requisite acts, to enter into and perform its obligations hereunder, it has duly executed and delivered this Agreement and such constitutes a legal, valid and binding obligation of it enforceable against it in accordance with the Agreement's terms, and the entering into of this Agreement and the performance of its obligations hereunder does not and will not result in a breach of, default under or conflict with any of the terms and provisions of any of its constituting documents, any resolutions of its partners, any indenture, agreement or other instrument to which it is a party or by which it is bound or the Property may be subject, or any statute, order, judgment or other law or ruling of any competent authority; (iii) subject to the paramount title of the United States, it is legally entitled to hold the Property and the Property Rights and will remain so entitled until and always to the extent such is required for the due transfer to the Optionee of its requisite interest in and to the Property pursuant to and upon the exercise of the Option; (iv) it is, and at the time of each transfer to the Optionee of an interest in and to the Property pursuant to and upon the exercise of the Option it will be, the beneficial owner of all right, title and interest in and to such transferred interest, free and clear of all liens, charges, claims, liabilities and adverse interests of any nature or kind, and no taxes or rentals are or will be due in respect of the Property; (v) the mining claims comprising the Property have been, to Optionor's best knowledge and belief after due inquiry, duly and validly located, granted, entered into and recorded, as the case may be, pursuant to the laws of the jurisdiction in which the Property is situated and are in each case in good standing with respect to all filings, federal annual mining claims maintenance fees and notices of intent to hold recordings and other obligations and conditions required for maintenance of the Property for the period to and including August 31, 2011, except the payment of the Nevada mining claim fees payable pursuant to NRS 517.187 in the amount of $85 per claim for a total of $1,540 which is due and payable on or before June 1, 2011; (vi) there are neither any adverse claims or challenges against, or to the ownership or title to, any of the mining claims comprising the Property or to the validity or enforceability of any of the mineral agreements in respect thereof, nor to the knowledge of the Optionor after due inquiry is there any basis therefor, and there are no outstanding agreements, options or other rights and interests to acquire or purchase the Property or any portion thereof or any interest therein, and no person has any royalty or other interest whatsoever in the production from any of the mining claims comprising the Property or otherwise; or Optionor makes no representations or warranties concerning the discovery of valuable minerals within the boundaries of the mining claims which comprise the Property. (b) The representations and warranties contained in this section are provided for the exclusive benefit of the Optionee, and a breach of any one or more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in this section shall survive the execution and performance of this Agreement and of any transfers, assignments, deeds or further documents or acts of the parties respecting the Property.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONOR. (a) The Optionor represents and warrants to and covenants with the Optionee, with the knowledge that the Optionee relies upon same in entering into this Agreement, that: (i) no proceedings are pending for, and it is unaware of any basis for the institution of any proceedings leading to, its dissolution or winding up or being placed into bankruptcy; (ii) it has all requisite power and capacity, and has duly obtained all requisite authorizations and performed all requisite acts, to enter into and perform its obligations hereunder, it has duly executed and delivered this Agreement and such constitutes a legal, valid and binding obligation of it enforceable against it in accordance with the Agreement's terms, and the entering into of this Agreement and the performance of its obligations hereunder does not and will not result in a breach of, default under or conflict with any of the terms and provisions of any of its constituting documents, any resolutions of its partners, any indenture, agreement or other instrument to which it is a party or by which it is bound or the Property may be subject, or any statute, order, judgment or other law or ruling of any competent authority; (iii) subject to the paramount title of the United States, it is legally entitled to hold the Property and the Property Rights and will remain so entitled until and always to the extent such is required for the due transfer to the Optionee of its requisite interest in and to the Property pursuant to and upon the exercise of the Option; (iv) it is, and at the time of each transfer to the Optionee of an interest in and to the Property pursuant to and upon the exercise of the Option it will be, the beneficial owner of all right, title and interest in and to such transferred interest, free and clear of all liens, charges, claims, liabilities and adverse interests of any nature or kind, and no taxes or rentals are or will be due in respect of the Property; (v) the mining mineral claims comprising the Property and the mineral agreements in respect thereof have been, to the best of the Optionor's best knowledge and belief after due inquiry, duly and validly located, granted, entered into and recorded, as the case may be, pursuant to the laws of the jurisdiction in which the Property is situated situate and are in each case in good standing with respect to all filings, federal annual mining claims maintenance fees and notices of intent to hold recordings fees, rentals, taxes, assessments, work commitments and other obligations and conditions required for maintenance of on the Property for date hereof and until the period to and including August 31, 2011, except dates set opposite the payment of the Nevada mining claim fees payable pursuant to NRS 517.187 respective names thereof in the amount of $85 per claim for a total of $1,540 which is due and payable on or before June 1, 2011Schedule "A" hereto; (vi) there are neither any adverse claims or challenges against, or to the ownership or title to, any of the mining mineral claims comprising the Property or to the validity or enforceability of any of the mineral agreements in respect thereof, nor to the knowledge of the Optionor after due inquiry is there any basis therefor, and there are no outstanding agreements, options or other rights and interests to acquire or purchase the Property or any portion thereof or any interest therein, and no person has any royalty or other interest whatsoever in the production from any of the mining mineral claims comprising the Property or otherwise; or Optionor makes no representations or warranties concerning the discovery of valuable minerals within the boundaries and (vii) it holds all surface rights in respect of the mining claims Property which comprise are necessary or desireable to conduct the Property.exploration and development thereof, including but not limited to the activities contemplated in Section 6 hereof.. (b) The representations and warranties contained in this section are provided for the exclusive benefit of the Optionee, and a breach of any one or more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in this section shall survive the execution and performance of this Agreement and of any transfers, assignments, deeds or further documents or acts of the parties respecting the Property.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONOR. (a) The Optionor represents represents, warrants and warrants covenants to and covenants with the Optionee, with Optionee as follows: a. Optionor is a person validly existing and in good standing under the knowledge that laws of Nevada and the Optionee relies upon same in entering United States; b. Optionor has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement; c. Neither the execution and delivery of this Agreement, that: (i) no proceedings are pending fornor any of the agreements referred to herein or contemplated hereby, and nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by, any agreement to which it is unaware of any basis for the institution of any proceedings leading to, its dissolution or winding up or being placed into bankruptcya party; (ii) it has all requisite power d. The execution and capacity, and has duly obtained all requisite authorizations and performed all requisite acts, to enter into and perform its obligations hereunder, it has duly executed and delivered delivery of this Agreement and such the agreements contemplated hereby will not violate or result in the breach of the laws of any jurisdiction applicable or pertaining thereto; e. The Agreement constitutes a legal, valid and binding obligation of the Optionor; f. The Property is accurately described in Schedule “A”, is in good standing under the laws of the jurisdiction in which it enforceable against it is located and is free and clear of all liens, charges and encumbrances; g. The Optionor is the sole recorded and beneficial owner of the Property and has the exclusive right to enter into this Agreement and all necessary authority to transfer its interest in the Property in accordance with the terms of this Agreement's terms; h. No person, firm or corporation has any proprietary or possessors interest in the Property other than the Optionor, and no person, firm or corporation is entitled to any royalty or other payment in the entering into nature of this Agreement rent or royalty on any minerals, ores, metals or concentrates or any other such products removed from the Property other than the United States government or the government of the State of Nevada pursuant to statute; notwithstanding any Federal, State or County royalties or net proceeds tax derived from mining operations. i. Upon request by the Optionee, and at the sole cost of the Optionee, the Optionor shall deliver or cause to be delivered to the Optionee copies of all available maps and other documents and data in its possession respecting the Property. Nothing will be withheld, hidden, or kept from the Optionee, whether the data or information is held or not by the Optionor; j. Subject to performance by the Optionee of its obligations hereunder does not under Section 4, during the Option Period, the Optionee will keep the Property in good standing, free and clear of all liens, charges and encumbrances, will not result carry out all Mining Operations on the Property in a breach of, default under or conflict with any miner-like fashion. If the Optionee elects to use the mining expertise and consulting services of the terms Optionor, the Optionor will obtain and provisions of any of its constituting documentsmaintain all necessary approvals, any resolutions of its partnersconsents, any indenturelicenses and permits as are required under Federal, agreement or other instrument to which it is a party or by which it is bound or the Property may be subjectstate and local laws, or any statute, order, judgment or other law or ruling of any competent authority;regulations and ordinances; and (iii) k. Optionor represents that subject to the paramount title of the United States, it Optionor is legally entitled to hold the Property sole and the Property Rights and will remain so entitled until and always to the extent such is required for the due transfer to the Optionee of its requisite interest in and to the Property pursuant to and upon the exercise of the Option; (iv) it is, and at the time of each transfer to the Optionee of an interest in and to the Property pursuant to and upon the exercise of the Option it will be, the beneficial only owner of all right, title and interest in and to such transferred interest, free and clear of all liens, charges, claims, liabilities and adverse interests of any nature or kind, and no taxes or rentals are or will be due in respect of the Property; (v) ; that each of the mining unpatented claims comprising included in the Property have been, to Optionor's best knowledge and belief after due inquiry, duly and has been validly located, granted, entered into filed and recorded, as the case may be, pursuant to recorded in compliance with the laws of the jurisdiction State of Nevada and of the United States as they relate to location and recordation of such claims; that Optionor has timely complied with all of the filing provisions of the Federal Land Policy and Management Act as they pertain to the unpatented claims included within the Property and that said claims are valid and subsisting mining claims; that Optionor has performed assessment work or fully and timely paid the applicable claim maintenance fee upon said claims through the assessment year ended September l, 2003, and has recorded and filed proof thereof, all of which work, payments, recordings and filings have been completed in which accordance with the applicable state and federal statutes pertaining to assessment work; that Optionor’s rights in the Property are not subject to any prior agreement, encumbrance, burden or restriction created by any act or instrument of Optionor; that to the best of Optionor’s knowledge, the Property is situated free from liens and are in each case in good standing with respect to all filings, federal annual mining claims maintenance fees and notices of intent to hold recordings encumbrances and other obligations adverse claims by third parties; and conditions required for maintenance of that the Property for the period to and including August 31is not burdened with any royalties, 2011overriding royalties, except the payment of the Nevada mining claim fees payable pursuant to NRS 517.187 in the amount of $85 per claim for a total of $1,540 which is due and payable net profits interests or payments on or before June 1, 2011; (vi) there are neither any adverse claims or challenges against, or to the ownership or title to, any of the mining claims comprising the Property or to the validity or enforceability of any of the mineral agreements in respect thereof, nor to the knowledge of the Optionor after due inquiry is there any basis therefor, and there are no outstanding agreements, options or other rights and interests to acquire or purchase the Property or any portion thereof or any interest therein, and no person has any royalty or other interest whatsoever in the production from any of the mining claims comprising the Property or otherwise; or Optionor makes no representations or warranties concerning the discovery of valuable minerals within the boundaries of the mining claims which comprise the Propertyproduction. (b) The representations and warranties contained in this section are provided for the exclusive benefit of the Optionee, and a breach of any one or more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in this section shall survive the execution and performance of this Agreement and of any transfers, assignments, deeds or further documents or acts of the parties respecting the Property.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONOR. (a) The Optionor represents and warrants to and covenants with the Optionee, with the knowledge that the Optionee relies upon same in entering into this Agreement, that: (i) it has been duly formed and validly exists in good standing with respect to the filing of annual reports under the laws of its jurisdiction of formation; (ii) no proceedings are pending for, and it is unaware of any basis for the institution of any proceedings leading to, its dissolution or winding up or being placed into bankruptcy; (iiiii) it has all requisite power and capacity, and has duly obtained all requisite authorizations and performed all requisite acts, to enter into and perform its obligations hereunder, it has duly executed and delivered this Agreement and such constitutes a legal, valid and binding obligation of it enforceable against it in accordance with the Agreement's terms, and the entering into of this Agreement and the performance of its obligations hereunder does not and will not result in a breach of, default under or conflict with any of the terms and provisions of any of its constituting documents, any resolutions of its partners, any indenture, agreement or other instrument to which it is a party or by which it is bound or the Property may be subject, or any statute, order, judgment or other law or ruling of any competent authority; (iiiiv) subject to the paramount title of the United States, it is legally entitled to hold the Property and the Property Rights and will remain so entitled until and always to the extent such is required for the due transfer to the Optionee of its requisite interest in and to the Property pursuant to and upon the exercise of the Option; (ivv) it is, and at the time of each transfer to the Optionee of an interest in and to the Property pursuant to and upon the exercise of the Option it will be, the beneficial owner of all right, title and interest in and to such transferred interest, free and clear of all liens, charges, claims, liabilities and adverse interests of any nature or kind, and no taxes or rentals are or will be due in respect of the Property; (vvi) the mining mineral claims comprising the Property and the mineral agreements in respect thereof have been, to the best of the Optionor's best knowledge and belief after due inquiry, duly and validly located, granted, entered into and recorded, as the case may be, pursuant to the laws of the jurisdiction in which the Property is situated situate and are in each case in good standing with respect to all filings, federal annual mining claims maintenance fees and notices of intent to hold recordings fees, rentals, taxes, assessments, work commitments and other obligations and conditions required for maintenance of on the Property for date hereof and until the period to and including August 31, 2011, except dates set opposite the payment of the Nevada mining claim fees payable pursuant to NRS 517.187 respective names thereof in the amount of $85 per claim for a total of $1,540 which is due and payable on or before June 1, 2011Schedule "A" hereto; (vivii) there are neither any adverse claims or challenges against, or to the ownership or title to, any of the mining mineral claims comprising the Property or to the validity or enforceability of any of the mineral agreements in respect thereof, nor to the knowledge of the Optionor after due inquiry is there any basis therefor, and there are no outstanding agreements, options or other rights and interests to acquire or purchase the Property or any portion thereof or any interest therein, and no person has any royalty or other interest whatsoever in the production from any of the mining mineral claims comprising the Property or otherwise; or Optionor makes no representations or warranties concerning the discovery of valuable minerals within the boundaries ; (viii) it holds all surface rights in respect of the mining claims Property which comprise are necessary or desirable to conduct the Propertyexploration and development thereof, including but not limited to the activities contemplated in Section 6 hereof; and (ix) the Property is not the whole or substantially the whole of the undertaking of the Optionor. (b) The representations and warranties contained in this section are provided for the exclusive benefit of the Optionee, and a breach of any one or more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in this section shall survive the execution and performance of this Agreement and of any transfers, assignments, deeds or further documents or acts of the parties respecting the Property.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONOR. (a) The Optionor represents and warrants to and covenants with the Optionee, with the knowledge that the Optionee relies upon same in entering into this Agreement, that: (i) it has been duly formed and validly exists in good standing with respect to the filing of annual reports under the laws of its jurisdiction of formation; (ii) no proceedings are pending for, and it is unaware of any basis for the institution of any proceedings leading to, its dissolution or winding up or being placed into bankruptcy; (iiiii) it has all requisite power and capacity, and has duly obtained all requisite authorizations and performed all requisite acts, to enter into and perform its obligations hereunder, it has duly executed and delivered this Agreement and such constitutes contstitutes a legal, valid and binding obligation of it enforceable against it in accordance with the Agreement's terms, and the entering into of this Agreement and the performance of its obligations hereunder does not and will not result in a breach of, default under or conflict with any of the terms and provisions of any of its constituting documents, any resolutions of its partners, any indenture, agreement or other instrument to which it is a party or by which it is bound or the Property may be subject, or any statute, order, judgment or other law or ruling of any competent authority; (iiiiv) subject to the paramount title of the United States, it is legally entitled to hold the Property and the Property Rights and will remain so entitled until and always to the extent such is required for the due transfer to the Optionee of its requisite interest in and to the Property pursuant to and upon the exercise of the Option; (ivv) it is, and at the time of each transfer to the Optionee of an interest in and to the Property pursuant to and upon the exercise of the Option it will be, the beneficial owner of all right, title and interest in and to such transferred interest, free and clear of all liens, charges, claims, liabilities and adverse interests of any nature or kind, and no taxes or rentals are or will be due in respect of the Property; (vvi) the mining claims mineral permits comprising the Property and the mineral agreements in respect thereof have been, to the best of the Optionor's best knowledge and belief after due inquiry, duly and validly located, granted, entered into and recorded, as the case may be, pursuant to the laws of the jurisdiction in which the Property is situated situate and are in each case in good standing with respect to all filings, federal annual mining claims maintenance fees and notices of intent to hold recordings fees, rentals, taxes, assessments, work commitments and other obligations and conditions required for maintenance of on the Property for the period to and including August 31, 2011, except the payment of the Nevada mining claim fees payable pursuant to NRS 517.187 in the amount of $85 per claim for a total of $1,540 which is due and payable on or before June 1, 2011date hereof; (vivii) there are neither any adverse claims or challenges against, or to the ownership or title to, any of the mining claims mineral permits comprising the Property or to the validity or enforceability of any of the mineral agreements in respect thereof, nor to the knowledge of the Optionor after due inquiry is there any basis therefor, and there are no outstanding agreements, options or other rights and interests to acquire or purchase the Property or any portion thereof or any interest therein, and no person has any royalty or other interest whatsoever in the production from any of the mining claims mineral permits comprising the Property or otherwise; or Optionor makes no representations or warranties concerning the discovery of valuable minerals within the boundaries ; (viii) it holds all surface rights in respect of the mining claims Property which comprise are necessary or desireable to conduct the Propertyexploration and development thereof, including but not limited to the activities contemplated in Section 5 hereof; and (ix) the Property is not the whole or substantially the whole of the undertaking of the Optionor. (b) The representations and warranties contained in this section are provided for the exclusive benefit of the Optionee, and a breach of any one or more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in this section shall survive the execution and performance of this Agreement and of any transfers, assignments, deeds or further documents or acts of the parties respecting the Property.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONOR. (a) The Optionor represents and represents, warrants to and covenants with the Optionee, with the knowledge that to the Optionee relies upon same in entering into this Agreement, that: (ia) no proceedings are pending forthe Optionor is a corporation duly incorporated, organized and it subsisting under the laws of Belize with the corporate power to own its assets and to carry on its business in the jurisdiction in which the Property is unaware of any basis for the institution of any proceedings leading to, its dissolution or winding up or being placed into bankruptcylocated; (iib) it the Optionor has all requisite power good and capacity, and has duly obtained all requisite authorizations and performed all requisite acts, sufficient authority to enter into and perform its obligations hereunder, it has duly executed and delivered deliver this Agreement and such constitutes a legalto transfer its legal and beneficial interest in the Property as required under this Agreement to the Optionee; (c) other than disclosed herein there is no contract, valid option or any other right of another form binding upon the Optionor to option, sell, transfer, assign, pledge, charge, mortgage, explore or in any other way option, dispose of or encumber all or part of the Property or any portion thereof or interest therein other than pursuant to the provisions of this Agreement; (d) the execution, delivery and binding obligation performance of it enforceable against it in accordance with this Agreement by the Agreement's termsOptionor, and the entering into consummation of this Agreement and the performance of its obligations hereunder does not and transactions herein contemplated will not result in a breach of, default under (i) violate or conflict with any of the terms and provisions term or provision of any agreements in regard to the property entered into by the Optionor; (ii) violate or conflict with any term or provision of its constituting documentsany order of any court, Government or Regulatory Authority or any resolutions law or regulation of its partnersany jurisdiction in which the Optionor’s business is carried on; or (iii) conflict with, accelerate the performance required by or result in the breach of any indenture, agreement or other instrument to which it is a party or by which it is bound or the Property may be subject, or any statute, order, judgment or other law or ruling of any competent authoritycurrently bound; (iiie) subject to the paramount title Optionor holds an option for 100% of the United Statesright, it is legally entitled to hold the Property title and the Property Rights and will remain so entitled until and always to the extent such is required for the due transfer to the Optionee of its requisite working interest in and to the Property pursuant Property, which, to and upon the exercise best of the Option; (iv) it isOptionor’s knowledge without having made any inquiries, and at the time of each transfer to the Optionee of an interest in and to the Property pursuant to and upon the exercise of the Option it will be, the beneficial owner of all right, title and interest in and to such transferred interest, is free and clear of all liens, charges, claims, liabilities and adverse interests of any nature or kind, and no taxes or rentals are or will be due in respect of the PropertyEncumbrances except for those Permitted Encumbrances; (vf) the mining claims comprising the Property have been, to Optionor's best knowledge is properly and belief after due inquiry, duly accurately described in Schedule “A” hereto and validly located, granted, entered into and recorded, as the case may be, pursuant to is in good standing under the laws of the jurisdiction in which the Property is situated located up to and including at least the expiry dates set forth in Schedule “A”; (g) this Agreement has been duly authorized, executed and delivered by the Optionor and constitutes a valid and binding obligation of the Optionor enforceable against the Optionor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are in each case sought; and (h) the Optionor shall, during the Option Period: (i) remain in good standing with respect to in the respective jurisdiction in which the Optionor is registered, and all filings, federal annual mining claims maintenance fees and notices of intent jurisdictions as required to hold recordings the Property, failure to do so will result in a default under this Agreement and other obligations and conditions required for maintenance of the Optionee shall have the right to register title to the Property for in its name to protect its interest in and to the period to and including August 31, 2011, except the payment of the Nevada mining claim fees payable pursuant to NRS 517.187 in the amount of $85 per claim for a total of $1,540 which is due and payable on or before June 1, 2011Property; (viii) there are neither promptly provide the Optionee with any adverse claims and all notices and correspondence from the title holder, the Government or challenges against, or to the ownership or title to, any Regulatory Authorities in respect of the mining claims comprising the Property or to the validity or enforceability of any of the mineral agreements in respect thereof, nor to the knowledge of the Optionor after due inquiry is there any basis therefor, and there are no outstanding agreements, options or other rights and interests to acquire or purchase the Property or any portion thereof or any interest therein, and no person has any royalty or other interest whatsoever in the production from any of the mining claims comprising the Property or otherwise; or Optionor makes no representations or warranties concerning the discovery of valuable minerals within the boundaries of the mining claims which comprise the Property.; (biii) The representations and warranties contained in this section are provided for the exclusive benefit of the Optionee, and a breach of any one or more thereof may be waived by co-operate with the Optionee in whole obtaining any permits or licences required by authorities in part at the jurisdictions in which the Property is situated; (iv) not do or permit or suffer to be done any time without prejudice to its act or thing which would or might in any way adversely affect the rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in this section shall survive the execution and performance of this Agreement and of any transfers, assignments, deeds or further documents or acts of the parties respecting the PropertyOptionee hereunder.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONOR. (a) 2.1 The Optionor hereby represents and warrants to and covenants with the Optionee, with the knowledge that the Optionee relies upon same in entering into this Agreement, that: (a) the Property is properly and accurately described in Schedule “A”; (b) it is legally entitled to hold its one hundred percent (100%) interest in and to the Property and will remain so entitled until the interest of the Optionor in the Property which is subject to the Option has been duly transferred to the Optionee as contemplated hereby; (c) it is, and at the time of transfer to the Optionee of an interest in the Property pursuant to the exercise of the Option it will be, the beneficial owner of one hundred percent (100%) of the Property free and clear of all Encumbrances and claims of others, and no Taxes or rentals are or will be due in respect of any of the Property; (d) the Mineral Rights have been duly and validly located and recorded pursuant to the laws of the Province of Quebec and are in good standing with respect to all filings, fees, Taxes, assessments, work commitments or other conditions on the date hereof and until the dates set opposite the respective names thereof in Schedule “A”; (e) the Optionor has no notice, or knowledge of, any proposal to terminate or vary the terms of or rights attaching to, the Property from any Governmental Authority, or of any challenge to Optionor’s right, title or interest in the Property; (f) no toxic or hazardous substance or waste has been disposed of or is located on the Property as a result of activities of the Optionor or its predecessors in title or interest; (g) no toxic or hazardous substance or waste has been treated on or stored on the Property; (h) except as is expressly permitted by the Mineral Rights, no toxic or hazardous substance or waste is now stored on the Property; (i) there is no pending or ongoing claims or actions taken by or on behalf of any native or indigenous persons with respect to any lands included in the Property; (j) there are not any adverse claims or challenges against or to the ownership of or title to the Property, nor to the knowledge of the Optionor is there any basis therefor, and there are no outstanding agreements or options to acquire or to purchase the Property or any portion thereof, and no person has any royalty or other interest whatsoever in production from any of the Mineral Rights; (k) no third party consent of any kind is required by the Optionor to enter into this Agreement and grant the Option contemplated hereby; (l) the Optionor is not aware of any facts relating to any of the Property which, if known to the Optionee, could reasonably be expected to cause the Optionee to decide not to enter into this Agreement or not to proceed to exercise the Option; (m) the Optionor is not aware of any material facts or circumstances that have not been disclosed in this Agreement, which should be disclosed to the Optionee in order to prevent the representations and warranties in this Section 2.1 from being materially misleading; (n) the Optionor is not a non-resident of Canada for the purposes of §116 of the Income Tax Act (Canada); (o) the Optionor 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; (p) the Optionor 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 Optionor or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which the Optionor is a party or by which it is bound or to which it or the Property may be subject; (q) the Property is not the whole or substantially the whole of the undertaking of the Optionor; and (r) no proceedings are pending for, and it the Optionor is unaware of any basis for the institution of any proceedings leading to, its the dissolution or winding up or being placed into bankruptcy; (ii) it has all requisite power and capacity, and has duly obtained all requisite authorizations and performed all requisite acts, to enter into and perform its obligations hereunder, it has duly executed and delivered this Agreement and such constitutes a legal, valid and binding obligation of it enforceable against it in accordance with the Agreement's terms, and the entering into of this Agreement and the performance of its obligations hereunder does not and will not result in a breach of, default under or conflict with any of the terms and provisions of any of its constituting documents, any resolutions of its partners, any indenture, agreement or other instrument to which it is a party or by which it is bound or the Property may be subject, or any statute, order, judgment or other law or ruling of any competent authority; (iii) subject to the paramount title of the United States, it is legally entitled to hold the Property and the Property Rights and will remain so entitled until and always to the extent such is required for the due transfer to the Optionee of its requisite interest in and to the Property pursuant to and upon the exercise of the Option; (iv) it is, and at the time of each transfer to the Optionee of an interest in and to the Property pursuant to and upon the exercise of the Option it will be, the beneficial owner of all right, title and interest in and to such transferred interest, free and clear of all liens, charges, claims, liabilities and adverse interests of any nature or kind, and no taxes or rentals are or will be due in respect of the Property; (v) the mining claims comprising the Property have been, to Optionor's best knowledge and belief after due inquiry, duly and validly located, granted, entered into and recorded, as the case may be, pursuant to the laws of the jurisdiction in which the Property is situated and are in each case in good standing with respect to all filings, federal annual mining claims maintenance fees and notices of intent to hold recordings and other obligations and conditions required for maintenance of the Property for the period to and including August 31, 2011, except the payment of the Nevada mining claim fees payable pursuant to NRS 517.187 in the amount of $85 per claim for a total of $1,540 which is due and payable on or before June 1, 2011; (vi) there are neither any adverse claims or challenges against, or to the ownership or title to, any of the mining claims comprising the Property or to the validity or enforceability of any of the mineral agreements in respect thereof, nor to the knowledge of the Optionor after due inquiry is there any basis therefor, and there are no outstanding agreements, options or other rights and interests to acquire or purchase the Property or any portion thereof or any interest therein, and no person has any royalty or other interest whatsoever in the production from any placing of the mining claims comprising Optionor in bankruptcy or subject to any other laws governing the Property or otherwise; or Optionor makes no representations or warranties concerning the discovery affairs of valuable minerals within the boundaries of the mining claims which comprise the Propertyinsolvent corporations. (b) 2.2 The representations and warranties contained in this section Section 2.1 are provided for the exclusive benefit of the Optionee, and a any misrepresentation or breach of warranty may be waived by the Optionee in whole or in part at any one time without prejudice to its rights in respect of any other misrepresentation or more thereof breach of the same or any other representation or warranty; and the representations and warranties contained in Section 2.1 will survive the execution hereof and continue through the Option Period. Further, the representations and warranties contained in Section 2.1 will be treated as made and be binding upon the Optionor continuously during the term of this Agreement. 2.3 The Optionor hereby covenants and agrees with the Optionee that on execution hereof, the Optionor will deliver or cause to be delivered to the Optionee copies of all available maps and other documents and data in the Optionor’s possession respecting the Property. 2.4 The Optionor hereby covenants and agrees with the Optionee not to create or permit any Encumbrance on the Property. 2.5 The Optionor hereby covenants and agrees with the Optionee not to permit any Affiliate to create or permit any Encumbrance on the Property. 2.6 The covenants and agreements contained in Section 2.3, 2.4 and 2.5 are provided for the exclusive benefit of the Optionee, and any breach may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, same; and the representations covenants and warranties agreements contained in this section shall Sections 2.3, 2.4 and 2.5 survive the execution hereof and performance of this Agreement and of any transfers, assignments, deeds or further documents or acts of continue through the parties respecting the PropertyOption Period.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONOR. (a) The Optionor represents and warrants to and covenants with the Optionee, with the knowledge that the Optionee relies upon same in entering into this Agreement, that: (i) it has been duly formed and validly exists in good standing with respect to the filing of annual reports under the laws of its jurisdiction of formation; (ii) no proceedings are pending for, and it is unaware of any basis for the institution of any proceedings leading to, its dissolution or winding up or being placed into bankruptcy; (iiiii) it has all requisite power and capacity, and has duly obtained all requisite authorizations and performed all requisite acts, to enter into and perform its obligations hereunder, it has duly executed and delivered this Agreement and such constitutes a legal, valid and binding obligation of it enforceable against it in accordance with the Agreement's terms, and the entering into of this Agreement and the performance of its obligations hereunder does not and will not result in a breach of, default under or conflict with any of the terms and provisions of any of its constituting documents, any resolutions of its partners, any indenture, agreement or other instrument to which it is a party or by which it is bound or the Property may be subject, or any statute, order, judgment or other law or ruling of any competent authority; (iiiiv) subject to the paramount title of the United States, it is legally entitled to hold the Property and the Property Rights and will remain so entitled until and always to the extent such is required for the due transfer to the Optionee of its requisite interest in and to the Property pursuant to and upon the exercise of the Option;, subject to the Optionee keeping the claims in good standing as set out in Section 7(a) of this Agreement and subject to the Optionee keeping the Wildhorse and Underlying agreements in good standing. (ivv) subject to the Optionee keeping this Agreement and the underlying agreements in good standing, it is, and at the time of each transfer to the Optionee of an interest in and to the Property pursuant to and upon the exercise of the Option it will be, the beneficial owner of all right, title and interest in and to such transferred interest, free and clear of all liens, charges, claims, liabilities and adverse interests of any nature or kind, and no taxes or rentals are or will be due in respect of subject only to the PropertySchedule D Royalty; (vvi) the mining claims comprising the Property have been, to Optionor's best knowledge and belief after due inquiry, Northern Tiger Agreement has been duly and validly located, granted, entered into and recorded, as by the case may be, Optionor pursuant to the laws of the jurisdiction in which the Property such agreement is situated governed and are in each case is in good standing with respect standing; the Timber Wolf Agreement has been duly and validly entered into by the Optionor pursuant to all filings, federal annual mining claims maintenance fees and notices of intent to hold recordings and other obligations and conditions required for maintenance the laws of the Property for the period to jurisdiction in which such agreement is governed and including August 31, 2011, except the payment of the Nevada mining claim fees payable pursuant to NRS 517.187 is in the amount of $85 per claim for a total of $1,540 which is due and payable on or before June 1, 2011good standing; (vivii) to the knowledge of the Optionor there are neither any adverse claims or challenges against, or to the ownership or title to, any of the mining mineral claims comprising the Property or to the validity or enforceability of any of the mineral agreements in respect thereof, nor to the knowledge of the Optionor after due inquiry is there any basis therefor, and there are no outstanding agreements, options or other rights and interests to acquire or purchase the Property or any portion thereof or any interest therein, and no person has any royalty or other interest whatsoever in the production from any of the mining mineral claims comprising the Property or otherwise; or Optionor makes no representations or warranties concerning otherwise except as disclosed in this Agreement; (viii) to the discovery of valuable minerals within the boundaries knowledge of the Optionor it has the right to use the surface to the extent necessary subject to the overriding mining claims which comprise the Property. (b) The representations and warranties contained laws in this section are provided for the exclusive benefit of the Optionee, and a breach of any one or more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights effect in respect of the Property which are necessary or desirable to conduct the exploration and development thereof, including but not limited to the activities contemplated in Section 6 hereof; (ix) no third party consent of any kind is required by the Optionor to enter into this Agreement and grant the Option contemplated hereby; (x) the Optionor has not conducted any work on the Property that was not in accordance with all applicable environmental laws, orders and rulings; (xi) any Shares issued to the Optionor have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any State securities laws, and may not be offered and sold, directly or indirectly, in the United States or by or to or for the account or benefit of a U.S. Person (as defined in Regulation S ("Regulation S") promulgated under the 0000 Xxx) without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available; (xii) the Optionee has no present intention and is not obligated under any circumstances to register the Shares, or to take any other breach actions to facilitate or permit any proposed resale or transfer thereof in the United States or otherwise by or to or for the account or benefit of a U.S. Person, and in particular, the Optionor and the Optionee further acknowledge and agree that the Optionee is hereby required to refuse to register any transfer of the same Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration; (xiii) in the event that any of the Shares are subject to a hold period or any other representation restrictions on resale and transferability, the Optionee will place a legend on the certificates representing the Securities as are required under Securities Act (British Columbia), the Canadian National Stock Exchange or warrantyas otherwise required by applicable regulatory authorities; (xiv) the Optionor acknowledges and agrees that the Shares will be issued pursuant to pursuant to exemptions (the "Exemptions") from the registration and prospectus requirements of applicable securities laws. The Shares will be subject to a number of resale restrictions, including a restriction on trading. Until the restriction on trading expires, the Optionor will not be able to trade the Shares unless the Optionor complies with an exemption from the prospectus and registration requirements under applicable securities laws. The Optionor acknowledges and agrees that the representations Optionor will be receiving the Shares as Principal and warranties contained that the Shares are being issued pursuant to the Exemption provided for in this section shall survive the execution Section 2.13 (Petroleum, Natural Gas and performance Mining Properties) of this Agreement and of any transfers, assignments, deeds or further documents or acts of the parties respecting the Property.National Instrument 45-106 –

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONOR. (a) 2.1 The Optionor represents and warrants to and the covenants with the Optionee, with the knowledge that the Optionee relies upon same in entering into this Agreement, that: (ia) no proceedings are pending for, and it is unaware of any basis for the institution of any proceedings leading to, its dissolution or winding up or being placed into bankruptcy; (ii) it has all requisite power and capacity, and has duly obtained all requisite authorizations and performed all requisite acts, to enter into and perform its obligations hereunder, it has duly executed and delivered this Agreement and such constitutes a legal, valid and binding obligation of it enforceable against it in accordance with the Agreement's terms, and the entering into of this Agreement and the performance of its obligations hereunder does not and will not result in a breach of, default under or conflict with any of the terms and provisions of any of its constituting documents, any resolutions of its partners, any indenture, agreement or other instrument to which it is a party or by which it is bound or the Property may be subject, or any statute, order, judgment or other law or ruling of any competent authority; (iii) subject to the paramount title of the United States, it is legally entitled entitles to hold the Property and the Property Rights and will remain so entitled until and always the interest of the Optionor in the Property which is subject to the extent such is required for the due transfer Option has been duly transferred to the Optionee of its requisite interest in and to the Property pursuant to and upon the exercise of the Optionas contemplated hereby; (ivb) it is, and at the time of each transfer to the Optionee of an interest in and to the Property pursuant to and upon the exercise of the Option it will be, the recorded holder and beneficial owner of all right, title the lands and interest in and to such transferred interest, any of the mineral claims comprising the Property free and clear of all liens, chargescharges and claims of others, claims, liabilities and adverse interests of any nature or kindexcept as noted on Schedule A, and no taxes or rentals are or will be due in respect of any of the Propertymineral claims; (vc) the mining any mineral claims comprising the Property have been, to Optionor's best knowledge and belief after due inquiry, been duly and validly located, granted, entered into located and recorded, as the case may be, recorded pursuant to the laws of the jurisdiction in which the Property is situated situate and, except as specified in Schedule A and accepted by the Optionee, are in each case in good standing with respect to all filings, federal annual mining claims maintenance fees fees, taxes, assessments, work commitments or other conditions on the date hereof and notices of intent to hold recordings and other obligations and conditions required for maintenance of until the Property for dates set opposite the period to and including August 31, 2011, except the payment of the Nevada mining claim fees payable pursuant to NRS 517.187 respective names thereof in the amount of $85 per claim for a total of $1,540 which is due and payable on or before June 1, 2011Schedule A; (vid) there are neither any no adverse claims or challenges against, against or to the ownership or title to, any of the mining claims comprising the Property or title to the validity or enforceability of any of the mineral agreements in respect thereofclaims comprising the Property, nor to the knowledge of the Optionor after due inquiry is there any basis therefortherefore, and there are no outstanding agreements, agreements or options or other rights and interests to acquire or purchase the Property or any portion thereof or any interest thereinthereof, and no person has any royalty or other interest whatsoever in the production from any of the mining mineral claims comprising the Property other than as set out in Schedule A; (e) it has bee duly incorporated, amalgamated or otherwise; or Optionor makes no representations or warranties concerning continued and validly exists as a corporation in good standing under the discovery laws of valuable minerals within its jurisdiction of incorporation; (f) it has duly obtained all corporate authorizations for the boundaries execution of this Agreement and for the performance of this Agreement by it, and the consummation of the mining claims 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 Optionor or any shareholders' or directors' resolution, indenture, agreement or other instrument whatsoever to which comprise the Property.Optionor is party or by which it is bound or to which it or the Property may be subject; (bg) the Property is not the whole or substantially the whole of the undertaking of the Optionor; (h) no proceedings are pending for, and the Optionor is unaware of any basis for the institution of any proceedings leading to, the dissolution or winding up of the Optionor or the placing of the Optionor in bankruptcy or subject to any other laws governing the affairs of insolvent corporations; and 2.2 The representations and warranties contained in this section Part 2 are provided for the exclusive benefit of the Optionee, and a breach of any one or more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its their rights in respect of any other breach Breach of the same or any other representation or warranty, and the representations and warranties contained in this section shall survive the execution and performance of this Agreement and of any transfers, assignments, deeds or further documents or acts of the parties respecting the Property.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONOR. (a) The Optionor represents and represents, warrants to and covenants with the Optionee, with the knowledge that to the Optionee relies upon same in entering into this Agreement, that: (ia) no proceedings are pending for, and it is unaware resident at the address set forth beside its name on the first page of any basis for the institution of any proceedings leading to, its dissolution or winding up or being placed into bankruptcythis Agreement; (iib) it the Optionor is a corporation duly incorporated under the laws of the Province of British Columbia with the corporate power to own its assets and to carry on its business; (c) the Optionor has all requisite power good and capacity, and has duly obtained all requisite authorizations and performed all requisite acts, sufficient authority to enter into and perform its obligations hereunderdeliver this Agreement; (d) there is no contract, it has duly executed and delivered this Agreement and such constitutes a legaloption or any other right of another binding upon the Optionor to option, valid and binding obligation sell, transfer, assign, pledge, charge, mortgage, explore or in any other way option, dispose of it enforceable against it in accordance with or encumber all or part of the Agreement's terms, and Property or any portion thereof or interest therein other than pursuant to the entering into provisions of this Agreement and the Minquest Option Agreement; (e) the execution, delivery and performance of its obligations hereunder does not this Agreement by the Optionor, and the consummation of the transactions herein contemplated will not result in a breach of, default under (i) violate or conflict with any of the terms and provisions term or provision of any of its constituting documentsthe articles, any resolutions of its partners, any indenture, agreement by-laws or other instrument constating documents of the Optionor; (ii) violate or conflict with any term or provision of any order of any court, Government or Regulatory Authority or any law or regulation of any jurisdiction in which the Optionor’s business is carried on; or (iii) conflict with, accelerate the performance required by or result in the breach of any agreement to which it is a party or by which it is bound or the Property may be subject, or any statute, order, judgment or other law or ruling of any competent authoritycurrently bound; (iiif) subject the Optionor has the right to the paramount title of the United States, it is legally entitled to hold the Property and the Property Rights and will remain so entitled until and always to the extent such is required for the due transfer to the Optionee of its requisite acquire a 100% interest in and to the Property pursuant to and upon the exercise of the Option; (iv) it is, and at the time of each transfer to the Optionee of an interest in and to the Property pursuant to and upon the exercise of the Minquest Option it will be, the beneficial owner of all right, title and interest in and to such transferred interestAgreement, free and clear of all liens, charges, claims, liabilities charges and adverse interests of any nature or kind, and no taxes or rentals are or will be due in respect of encumbrances other than the PropertyMinquest NSR Royalty; (vg) the mining claims comprising the Property have been, to Optionor's best knowledge is properly and belief after due inquiry, duly accurately described in Schedule A and validly located, granted, entered into and recorded, as the case may be, pursuant to is in good standing under the laws of the jurisdiction in which the Property is situated and are in each case in good standing with respect to all filings, federal annual mining claims maintenance fees and notices of intent to hold recordings and other obligations and conditions required for maintenance of the Property for the period to and including August 31, 2011, except the payment of the Nevada mining claim fees payable pursuant to NRS 517.187 in the amount of $85 per claim for a total of $1,540 which is due and payable on or before June 1, 2011located; (vih) there are neither any adverse claims or challenges againstthis Agreement has been duly authorized, or to executed and delivered by the ownership or title to, any of the mining claims comprising the Property or to the validity or enforceability of any of the mineral agreements in respect thereof, nor to the knowledge Optionor and constitutes a valid and binding obligation of the Optionor after due inquiry is there any basis thereforenforceable against the Optionor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and there except as limited by the application of equitable principles when equitable remedies are no outstanding agreements, options or other rights and interests to acquire or purchase the Property or any portion thereof or any interest therein, and no person has any royalty or other interest whatsoever in the production from any of the mining claims comprising the Property or otherwisesought; or Optionor makes no representations or warranties concerning the discovery of valuable minerals within the boundaries of the mining claims which comprise the Property.and (bi) The representations and warranties contained in this section are provided for the exclusive benefit of Optionor shall, during the Optionee, and a breach of any one or more thereof may be waived by Option Period: (i) promptly provide the Optionee in whole with any and all notices and correspondence from Government or in part at any time without prejudice to its rights Regulatory Authorities in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in this section shall survive the execution and performance of this Agreement and of any transfers, assignments, deeds or further documents or acts of the parties respecting the Property; (ii) use its reasonable efforts to fulfill its obligations under the Minquest Option Agreement in all material respects; and (iii) maintain its corporate existence.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONOR. (a) The Optionor represents and warrants to and covenants with the Optionee, with the knowledge that the Optionee relies upon same in entering into this Agreement, that: (i) it has been duly formed and validly exists in good standing with respect to the filing of annual reports under the laws of its jurisdiction of formation; (ii) no proceedings are pending for, and it is unaware of any basis for the institution of any proceedings leading to, its dissolution or winding up or being placed into bankruptcy; (iiiii) it has all requisite power and capacity, and has duly obtained all requisite authorizations and performed all requisite acts, to enter into and perform its obligations hereunder, it has duly executed and delivered this Agreement and such constitutes a legal, valid and binding obligation of it enforceable against it in accordance with the Agreement's terms, and the entering into of this Agreement and the performance of its obligations hereunder does not and will not result in a breach of, default under or conflict with any of the terms and provisions of any of its constituting documents, any resolutions of its partners, any indenture, agreement or other instrument to which it is a party or by which it is bound or the Property may be subject, or any statute, order, judgment or other law or ruling of any competent authority; (iiiiv) subject to the paramount title of the United States, it is legally entitled to hold the Property and the Property Rights and will remain so entitled until and always to the extent such is required for the due transfer to the Optionee of its requisite interest in and to the Property pursuant to and upon the exercise of the Option, subject to the Optionee keeping the claims in good standing as set out in Section 7(a) of this Agreement; (ivv) it is, and at the time of each transfer to the Optionee of an interest in and to the Property pursuant to and upon the exercise of the Option it will be, the beneficial owner of all right, title and interest in and to such transferred interest, free and clear of all liens, charges, claims, liabilities and adverse interests of any nature or kind, subject only to the Schedule B Royalty, and no taxes or rentals are or will be due in respect of the Property; (v) ; the mining mineral claims comprising the Property and the mineral agreements in respect thereof have been, to the best of the Optionor's best knowledge and belief after due reasonable inquiry, duly and validly located, granted, entered into and recorded, as the case may be, pursuant to the laws of the jurisdiction in which the Property is situated situate and are in each case in good standing with respect to all filings, federal annual mining claims maintenance fees and notices of intent to hold recordings fees, rentals, taxes, assessments, work commitments and other obligations and conditions required for maintenance of on the Property for the period to and including August 31, 2011, except the payment of the Nevada mining claim fees payable pursuant to NRS 517.187 in the amount of $85 per claim for a total of $1,540 which is due and payable on or before June 1, 2011date hereof; (vi) to the knowledge of the Optionor there are neither any adverse claims or challenges against, or to the ownership or title to, any of the mining mineral claims comprising the Property or to the validity or enforceability of any of the mineral agreements in respect thereof, nor to the knowledge of the Optionor after due inquiry is there any basis therefor, and there are no outstanding agreements, options or other rights and interests to acquire or purchase the Property or any portion thereof or any interest therein, and no person has any royalty or other interest whatsoever in the production from any of the mining mineral claims comprising the Property or otherwise; or Optionor makes no representations or warranties concerning otherwise except as disclosed in this Agreement; (vii) to the discovery of valuable minerals within the boundaries knowledge of the Optionor it has the right to use the surface to the extent necessary subject to the overriding mining claims which comprise the Property. (b) The representations and warranties contained laws in this section are provided for the exclusive benefit of the Optionee, and a breach of any one or more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights effect in respect of the Property which are necessary or desirable to conduct the exploration and development thereof, including but not limited to the activities contemplated in Section 6 hereof; (viii) no third party consent of any kind is required by the Optionor to enter into this Agreement and grant the Option contemplated hereby; (ix) the Optionor has not conducted any work on the Property that was not in accordance with all applicable environmental laws, orders and rulings; (x) any Shares issued to the Optionor have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any State securities laws, and may not be offered and sold, directly or indirectly, in the United States or by or to or for the account or benefit of a U.S. Person (as defined in Regulation S ("Regulation S") promulgated under the 0000 Xxx) without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available; (xi) the Optionee has no present intention and is not obligated under any circumstances to register the Shares, or to take any other breach actions to facilitate or permit any proposed resale or transfer thereof in the United States or otherwise by or to or for the account or benefit of a U.S. Person, and in particular, the Optionor and the Optionee further acknowledge and agree that the Optionee is hereby required to refuse to register any transfer of the same Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration; (xii) in the event that any of the Shares are subject to a hold period or any other representation restrictions on resale and transferability, the Optionee will place a legend on the certificates representing the Securities as are required under Securities Act (British Columbia), the Canadian Securities Exchange or warrantyas otherwise required by applicable regulatory authorities; (xiii) the Optionor acknowledges and agrees that the Shares will be subject to hold periods and restrictions on resale in accordance with applicable securities laws and the requirements of the Canadian Securities Exchange, and it is the representations Optionor's responsibility to determine what those hold periods and warranties contained restrictions are before selling or otherwise transferring any Shares; and (xiv) the Optionor acknowledges and agrees that the Shares will be issued pursuant to pursuant to exemptions (the "Exemptions") from the registration and prospectus requirements of applicable securities laws. The Shares will be subject to a number of resale restrictions, including a restriction on trading. Until the restriction on trading expires, the Optionor will not be able to trade the Shares unless the Optionor complies with an exemption from the prospectus and registration requirements under applicable securities laws. The Optionor acknowledges and agrees that the Optionor will be receiving the Shares as Principal and that the Shares are being issued pursuant to the Exemption provided for in this section shall survive the execution Section 2.13 (Petroleum, Natural Gas and performance Mining Properties) of this Agreement and of any transfers, assignments, deeds or further documents or acts of the parties respecting the Property.National Instrument 45-106 –

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONOR. 5.1 The Optionor represents, warrants and covenants to and with the Optionee as follows: (a) The the Optionor represents and warrants to and covenants with the Optionee, with the knowledge that the Optionee relies upon same in entering into this Agreement, that: (i) no proceedings are pending for, and it is unaware of any basis for the institution of any proceedings leading to, its dissolution or winding up or being placed into bankruptcy; (ii) it has all requisite power and capacity, and has duly obtained all requisite authorizations and performed all requisite acts, to enter into and perform its obligations hereunder, it has duly executed and delivered this Agreement and such constitutes a legal, valid and binding obligation of it enforceable against it in accordance with the Agreement's terms, and the entering into of this Agreement and the performance of its obligations hereunder does not and will not result in a breach of, default under or conflict with any of the terms and provisions of any of its constituting documents, any resolutions of its partners, any indenture, agreement or other instrument to which it is a party or by which it is bound or the Property may be subject, or any statute, order, judgment or other law or ruling of any competent authority; (iii) subject to the paramount title of the United States, it is legally entitled to hold the Property company duly organized validly existing and the Property Rights and will remain so entitled until and always to the extent such is required for the due transfer to the Optionee of its requisite interest in and to the Property pursuant to and upon the exercise of the Option; (iv) it is, and at the time of each transfer to the Optionee of an interest in and to the Property pursuant to and upon the exercise of the Option it will be, the beneficial owner of all right, title and interest in and to such transferred interest, free and clear of all liens, charges, claims, liabilities and adverse interests of any nature or kind, and no taxes or rentals are or will be due in respect of the Property; (v) the mining claims comprising the Property have been, to Optionor's best knowledge and belief after due inquiry, duly and validly located, granted, entered into and recorded, as the case may be, pursuant to good standing under the laws of the jurisdiction in which the Property is situated and are in each case in good standing with respect to all filings, federal annual mining claims maintenance fees and notices State of intent to hold recordings and other obligations and conditions required for maintenance of the Property for the period to and including August 31, 2011, except the payment of the Nevada mining claim fees payable pursuant to NRS 517.187 in the amount of $85 per claim for a total of $1,540 which is due and payable on or before June 1, 2011Nevada; (vib) there are the Optionor has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement; (c) neither any adverse claims or challenges againstthe execution and delivery of this Agreement, or to the ownership or title to, nor any of the mining claims comprising agreements referred to herein or contemplated hereby, nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by, any agreement to which he is a party; (d) to the knowledge of the Optionor, all taxes, assessment, rentals, levies, or other payments relating to the Property required to be made to any federal, state, or to municipal government instrumentality have been made; (e) during the validity or enforceability of any period of the mineral agreements Minquest Option the Property has been operated substantially in respect thereofaccordance with all applicable and Environmental Laws and, nor to the knowledge of the Optionor after due inquiry there are no environmental conditions existing in the Property to which any material remedial action is there required or any basis thereformaterial liability has or may be imposed under applicable Environmental Laws; (f) the Optionor has not received from any government instrumentality any notice of or communication relating to any actual or alleged Environmental Claims, and there are no outstanding agreementswork orders or actions required to be taken relating to environmental matters respecting the Property or any operations carried out on the Property; (g) the Minquest Option is in good standing and the Optionor has the exclusive right to enter into this Agreement and all necessary authority to transfer an undivided 70% interest in the Property, options subject to the Royalty, in accordance with the terms of this Agreement and subject to the exercise of the Minquest Option; (h) with the exception of the Royalty and the rights of Minquest under the Minquest Option, no person, firm or corporation has any proprietary or possessory interest in the Property other than the Optionor, and no person, firm or corporation is entitled to any royalty or other rights and payment in the nature of rent or royalty on any Mineral Products removed from the Property; (i) to the knowledge of the Optionor, there are no actions, suits, investigations or proceedings before any court, arbitrator, administrative agency or other tribunal or governmental authority, whether current, pending or threatened, which directly or indirectly relate to or affect the Property or the interests of the Optionor therein nor is the Optionor aware of any acts that would lead it to suspect that the same might be initiated or threatened; (j) other than the Minquest Option there are no outstanding agreements or options to purchase or otherwise acquire or purchase the Property or any portion thereof or any interest therein; and (k) upon request by the Optionee, and no person has any royalty or other interest whatsoever in at the production from any of the mining claims comprising the Property or otherwise; or Optionor makes no representations or warranties concerning the discovery of valuable minerals within the boundaries of the mining claims which comprise the Property. (b) The representations and warranties contained in this section are provided for the exclusive benefit sole cost of the Optionee, and a breach of any one the Optionor shall deliver or more thereof may cause to be waived by delivered to the Optionee copies of all available maps and other documents and make available to Optionee all information and data in whole its possession or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in this section shall survive the execution and performance of this Agreement and of any transfers, assignments, deeds or further documents or acts of the parties control respecting the Property.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONOR. (a) The Optionor represents and warrants to and covenants with the Optionee, with the knowledge that the Optionee relies upon same in entering into this Agreement, that: (i) it has been duly formed and validly exists in good standing with respect to the filing of annual reports under the laws of its jurisdiction of formation; (ii) no proceedings are pending for, and it is unaware of any basis for the institution of any proceedings leading to, its dissolution or winding up or being placed into bankruptcy; (iiiii) it has all requisite power and capacity, and has duly obtained all requisite authorizations and performed all requisite acts, to enter into and perform its obligations hereunder, it has duly executed and delivered this Agreement and such constitutes contstitutes a legal, valid and binding obligation of it enforceable against it in accordance with the Agreement's terms, and the entering into of this Agreement and the performance of its obligations hereunder does not and will not result in a breach of, default under or conflict with any of the terms and provisions of any of its constituting documents, any resolutions of its partners, any indenture, agreement or other instrument to which it is a party or by which it is bound or the Property may be subject, or any statute, order, judgment or other law or ruling of any competent authority; (iiiiv) subject to the paramount title of the United States, it is legally entitled to hold the Property and the Property Rights and will remain so entitled until and always to the extent such is required for the due transfer to the Optionee of its requisite interest in and to the Property pursuant to and upon the exercise of the Option; (ivv) it is, and at the time of each transfer to the Optionee of an interest in and to the Property pursuant to and upon the exercise of the Option it will be, the beneficial owner of all right, title and interest in and to such transferred interest, free and clear of all liens, charges, claims, liabilities and adverse interests of any nature or kind, and no taxes or rentals are or will be due in respect of the Property; (vvi) the mining mineral claims comprising the Property and the mineral agreements in respect thereof have been, to the best of the Optionor's best knowledge and belief after due inquiry, duly and validly located, granted, entered into and recorded, as the case may be, pursuant to the laws of the jurisdiction in which the Property is situated situate and are in each case in good standing with respect to all filings, federal annual mining claims maintenance fees and notices of intent to hold recordings fees, rentals, taxes, assessments, work commitments and other obligations and conditions required for maintenance of on the Property for date hereof and until the period to and including August 31, 2011, except dates set opposite the payment of the Nevada mining claim fees payable pursuant to NRS 517.187 respective names thereof in the amount of $85 per claim for a total of $1,540 which is due and payable on or before June 1, 2011Schedule "A" hereto; (vivii) there are neither any adverse claims or challenges against, or to the ownership or title to, any of the mining mineral claims comprising the Property or to the validity or enforceability of any of the mineral agreements in respect thereof, nor to the knowledge of the Optionor after due inquiry is there any basis therefor, and there are no outstanding agreements, options or other rights and interests to acquire or purchase the Property or any portion thereof or any interest therein, and no person has any royalty or other interest whatsoever in the production from any of the mining mineral claims comprising the Property or otherwise; or Optionor makes no representations or warranties concerning the discovery of valuable minerals within the boundaries ; (viii) it holds all surface rights in respect of the mining claims Property which comprise are necessary or desireable to conduct the Propertyexploration and development thereof, including but not limited to the activities contemplated in Section 6 hereof; and (ix) the Property is not the whole or substantially the whole of the undertaking of the Optionor. (b) The representations and warranties contained in this section are provided for the exclusive benefit of the Optionee, and a breach of any one or more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in this section shall survive the execution and performance of this Agreement and of any transfers, assignments, deeds or further documents or acts of the parties respecting the Property.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONOR. 10.1 The Optionor represents, warrants and covenants to and with the Optionee as follows: (a) The the Optionor represents is a company duly organized, validly existing and warrants in good standing under the laws of the jurisdiction of its incorpora- tion; (b) the Optionor has full power and authority to carry on its business and covenants with to enter into this Agreement and any agreement or instru- ment referred to or contemplated by this Agreement; (c) neither the Optionee, with the knowledge that the Optionee relies upon same in entering into execution and delivery of this Agreement, that: (i) no proceedings are pending fornor any of the agreements referred to herein or contemplated hereby, and nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by, any agreement to which it is unaware of any basis for the institution of any proceedings leading to, its dissolution or winding up or being placed into bankruptcya party; (iid) it has all requisite power the execution and capacity, and has duly obtained all requisite authorizations and performed all requisite acts, to enter into and perform its obligations hereunder, it has duly executed and delivered delivery of this Agreement and such the agreements contemplated hereby by the Optionor will not violate or result in the breach of the laws of any jurisdiction applicable or pertaining thereto or of its constating documents; (e) this Agreement constitutes a legal, valid and binding obligation of it enforceable against it the Optionor; (f) the Property is accurately described in accordance with Schedule "A", is in good standing under the Agreement's terms, and the entering into of this Agreement and the performance of its obligations hereunder does not and will not result in a breach of, default under or conflict with any laws of the terms and provisions of any of its constituting documents, any resolutions of its partners, any indenture, agreement or other instrument to jurisdiction in which it is a party or by which it located and is bound or the Property may be subject, or any statute, order, judgment or other law or ruling of any competent authority; (iii) subject to the paramount title of the United States, it is legally entitled to hold the Property and the Property Rights and will remain so entitled until and always to the extent such is required for the due transfer to the Optionee of its requisite interest in and to the Property pursuant to and upon the exercise of the Option; (iv) it is, and at the time of each transfer to the Optionee of an interest in and to the Property pursuant to and upon the exercise of the Option it will be, the beneficial owner of all right, title and interest in and to such transferred interest, free and clear of all liens, chargescharges and encumbrances; (g) the Optionor through its wholly owned subsidiary is the sole legal and beneficial owner of the Property Rights and has the right to enter into this Agreement and all necessary authority to transfer its interest in the Property in accordance with the terms of this Agreement; (h) no person, claims, liabilities and adverse interests of firm or corporation has any nature proprietary or kindpossessory interest in the Property other than the Optionor and/or its wholly owned subsidiary, and no taxes person, firm government or rentals are corporation is entitled to any royalty, rent or will other payment on the Property Rights of the Optionor or its transfer to the Optionee hereunder; (i) upon request by the Optionee, the Optionor shall deliver or cause to be due delivered to the Optionee copies of all available maps and other documents and data in its possession respecting the Property and a title opinion respecting the Property, in form satisfactory to the Optionee acting reasonably; (j) the Optionor shall assume sole responsibility and liability for any obligations outstanding as of the date hereof with respect to reclama- tion of the lands comprising the Property; (vk) the mining claims comprising the Property have been, Optionor has completed its stock for stock exchange agreement so as to Optionor's best knowledge and belief after due inquiry, duly and validly located, granted, entered into and recorded, as the case may be, pursuant to the laws acquire all of the jurisdiction in which the Property is situated issued and are in each case in good standing with respect to all filingsoutstanding shares of Honglu Investment Holdings, federal annual mining claims maintenance fees and notices of intent to hold recordings and other obligations and conditions required for maintenance of the Property for the period to and including August 31, 2011, except the payment of the Nevada mining claim fees payable pursuant to NRS 517.187 in the amount of $85 per claim for a total of $1,540 which is due and payable on or before June 1, 2011Inc.; (vil) there are neither any adverse claims or challenges againstthe Optionor shall provide an initial draft of the Joint Venture Agreement for consideration by the parties hereto within forty-five (45) days of the date hereof; and (m) the Optionor has provided the Optionee with all scientific and technical data respecting the Property in its possession and such data is, or to the ownership or title to, any best of the mining claims comprising the Property or to the validity or enforceability of any of the mineral agreements in respect thereofOptionor's knowledge, nor to the knowledge of the Optionor after due inquiry is there any basis therefor, accurate and there are no outstanding agreements, options or other rights and interests to acquire or purchase the Property or any portion thereof or any interest therein, and no person has any royalty or other interest whatsoever in the production from any of the mining claims comprising the Property or otherwise; or Optionor makes no representations or warranties concerning the discovery of valuable minerals within the boundaries of the mining claims which comprise the Propertycorrect. (b) The representations and warranties contained in this section are provided for the exclusive benefit of the Optionee, and a breach of any one or more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in this section shall survive the execution and performance of this Agreement and of any transfers, assignments, deeds or further documents or acts of the parties respecting the Property.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONOR. (a) The Optionor represents and warrants to and covenants with the Optionee, with the knowledge that the Optionee relies upon same in entering into this Agreement, that: (i) it has been duly formed and validly exists in good standing with respect to the filing of annual reports under the laws of its jurisdiction of formation; (ii) no proceedings are pending for, and it is unaware of any basis for the institution of any proceedings leading to, its dissolution or winding up or being placed into bankruptcy; (iiiii) it has all requisite power and capacity, and has duly obtained all requisite authorizations and performed all requisite acts, to enter into and perform its obligations hereunder, it has duly executed and delivered this Agreement and such constitutes a legal, valid and binding obligation of it enforceable against it in accordance with the Agreement's terms, and the entering into of this Agreement and the performance of its obligations hereunder does not and will not result in a breach of, default under or conflict with any of the terms and provisions of any of its constituting documents, any resolutions of its partners, any indenture, agreement or other instrument to which it is a party or by which it is bound or the Property may be subject, or any statute, order, judgment or other law or ruling of any competent authority; (iiiiv) subject to the paramount title of the United States, it is legally entitled to hold the Property and the Property Rights and will remain so entitled until and always to the extent such is required for the due transfer to the Optionee of its requisite interest in and to the Property pursuant to and upon the exercise of the Option;, subject to the Optionee keeping the claims in good standing as set out in Section 7(a) of this Agreement and subject to the Optionee keeping the Underlying agreements in good standing. (ivv) subject to the Optionee keeping this Agreement and the underlying agreements in good standing, it is, and at the time of each transfer to the Optionee of an interest in and to the Property pursuant to and upon the exercise of the Option it will be, the beneficial owner of all right, title and interest in and to such transferred interest, free and clear of all liens, charges, claims, liabilities and adverse interests of any nature or kind, and no taxes or rentals are or will be due in respect of the Property; (v) the mining claims comprising the Property have been, to Optionor's best knowledge and belief after due inquiry, duly and validly located, granted, entered into and recorded, as the case may be, pursuant subject only to the laws of the jurisdiction in which the Property is situated and are in each case in good standing with respect to all filings, federal annual mining claims maintenance fees and notices of intent to hold recordings and other obligations and conditions required for maintenance of the Property for the period to and including August 31, 2011, except the payment of the Nevada mining claim fees payable pursuant to NRS 517.187 in the amount of $85 per claim for a total of $1,540 which is due and payable on or before June 1, 20112.5% Royalty; (vi) to the knowledge of the Optionor there are neither any adverse claims or challenges against, or to the ownership or title to, any of the mining mineral claims comprising the Property or to the validity or enforceability of any of the mineral agreements in respect thereof, nor to the knowledge of the Optionor after due inquiry is there any basis therefor, and there are no outstanding agreements, options or other rights and interests to acquire or purchase the Property or any portion thereof or any interest therein, and no person has any royalty or other interest whatsoever in the production from any of the mining mineral claims comprising the Property or otherwise; or Optionor makes no representations or warranties concerning otherwise except as disclosed in this Agreement; (vii) to the discovery of valuable minerals within the boundaries knowledge of the Optionor it has the right to use the surface to the extent necessary subject to the overriding mining claims which comprise the Property. (b) The representations and warranties contained laws in this section are provided for the exclusive benefit of the Optionee, and a breach of any one or more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights effect in respect of the Property which are necessary or desirable to conduct the exploration and development thereof, including but not limited to the activities contemplated in Section 6 hereof; (viii) no third party consent of any kind is required by the Optionor to enter into this Agreement and grant the Option contemplated hereby; (ix) the Optionor has not conducted any work on the Property that was not in accordance with all applicable environmental laws, orders and rulings; (x) any Shares issued to the Optionor have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any State securities laws, and may not be offered and sold, directly or indirectly, in the United States or by or to or for the account or benefit of a U.S. Person (as defined in Regulation S ("Regulation S") promulgated under the 0000 Xxx) without registration under the 1933 Act and any applicable State securities laws, unless an exemption from registration is available; (xi) that they understand the restricted Shares are being issued pursuant to the exemption from the registration requirements of the 1933 Act of 1933, provided by Regulation D Rule 506 of such Securities Act, and that the Optionor qualifies as "accredited investor” thereunder; (xii) the Optionee has no present intention and is not obligated under any circumstances to register the Shares, or to take any other breach actions to facilitate or permit any proposed resale or transfer thereof in the United States or otherwise by or to or for the account or benefit of a U.S. Person, and in particular, the Optionor and the Optionee further acknowledge and agree that the Optionee is hereby required to refuse to register any transfer of the same Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration; (xiii) in the event that any of the Shares are subject to a hold period or any other representation restrictions on resale and transferability, the Optionee will place a legend on the certificates representing the Securities as are required under Securities Act (British Columbia), the Canadian National Stock Exchange or warrantyas otherwise required by applicable regulatory authorities; (xiv) the Optionor acknowledges and agrees that the Shares will be issued pursuant to pursuant to exemptions (the "Exemptions") from the registration and prospectus requirements of applicable securities laws. The Shares will be subject to a number of resale restrictions, including a restriction on trading. Until the restriction on trading expires, the Optionor will not be able to trade the Shares unless the Optionor complies with an exemption from the prospectus and registration requirements under applicable securities laws. The Optionor acknowledges and agrees that the representations Optionor will be receiving the Shares as Principal and warranties contained that the Shares are being issued pursuant to the Exemption provided for in this section shall survive the execution Section 2.13 (Petroleum, Natural Gas and performance Mining Properties) of this Agreement and of any transfers, assignments, deeds or further documents or acts of the parties respecting the Property.National Instrument 45-106 –

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONOR. (a) The Optionor represents and warrants to and covenants with the Optionee, with the knowledge that the Optionee relies upon same in entering into this Agreement, Agreement that: (i) no proceedings are pending for, and : it is unaware of any basis for the institution of any proceedings leading to, its dissolution or winding up or being placed into bankruptcy; (ii) it has all requisite power and capacity, and has duly obtained all requisite authorizations and performed all requisite acts, to enter into and perform its obligations hereunder, it has duly executed and delivered this Agreement and such constitutes a legal, valid and binding obligation of it enforceable against it in accordance with the Agreement's terms, and the entering into of this Agreement and the performance of its obligations hereunder does not and will not result in a breach of, default under or conflict with any of the terms and provisions of any of its constituting documents, any resolutions of its partners, any indenture, agreement or other instrument to which it is a party or by which it is bound or the Property may be subject, or any statute, order, judgment or other law or ruling of any competent authority; (iii) subject to the paramount title of the United States, it is legally entitled to hold the Alberta Sun Property and the Property Rights Rights; it is the recorded holder and will remain so entitled until and always to the extent such is required for the due transfer to the Optionee of its requisite interest in and to the Property pursuant to and upon the exercise of the Option; (iv) it is, and at the time of each transfer to the Optionee of an interest in and to the Property pursuant to and upon the exercise of the Option it will be, the beneficial owner of all right, title and interest in and to such transferred interest, of the Claims comprising the Alberta Sun Property free and clear of all liens, chargescharges and claims of others, claims, liabilities except for the Royalty payable to the Vendors and adverse interests of any nature or kindFirestone, and no taxes or rentals are or will be due in respect of any Claims; the Property; (v) the mining claims Claims comprising the Alberta Sun Property have been, to Optionor's best knowledge and belief after due inquiry, been duly and validly located, granted, entered into located and recorded, as the case may be, recorded pursuant to the laws of the jurisdiction in which the Alberta Sun Property is situated situate and are in each case in good standing with respect to all filings, federal annual mining claims maintenance fees and notices of intent to hold recordings and fees, taxes, assessments, work commitments or other obligations and conditions required for maintenance of on the Property for the period to and including August 31, 2011, except the payment of the Nevada mining claim fees payable pursuant to NRS 517.187 in the amount of $85 per claim for a total of $1,540 which is due and payable on or before June 1, 2011; (vi) date hereof; there are neither not any adverse claims or challenges against, against or to the ownership of or title to, to any of the mining claims Claims comprising the Property or to the validity or enforceability of any of the mineral agreements in respect thereofAlberta Sun Property, nor to the knowledge of the Optionor after due inquiry is there any basis therefor, and there are no outstanding agreements, agreements or options or other rights and interests to acquire or purchase the Alberta Sun Property or any portion thereof or any interest thereinthereof, and except for the Royalty, no person has any royalty or other interest whatsoever in the production from any of the mining claims Claims comprising the Property or otherwiseAlberta Sun Property; or no proceedings are pending for, and the Optionor makes no representations or warranties concerning is unaware of any basis for the discovery institution of valuable minerals within any proceedings leading to the boundaries placing of the mining claims Optionor in bankruptcy or subject to any other laws governing the affairs of insolvent persons; it has been duly incorporated, amalgamated or continued and validly exists as a corporation in good standing with respect to the filing of its annual reports under the laws of its jurisdiction of incorporation, amalgamation or continuation; 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 Optionor or any shareholders' or directors' resolution, indenture, agreement or other instrument whatsoever to which comprise the Property. (b) Optionor is a party or by which it is bound or to which it or the Alberta Sun Property may be subject; and the Alberta Sun Property is not the whole or substantially the whole of the undertaking of the Optionor. The representations and warranties contained in this section are provided for the exclusive benefit of the Optionee, and a breach of any one or more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in this section shall survive the execution and performance of this Agreement and of any transfers, assignments, deeds or further documents or acts of the parties respecting the Alberta Sun Property.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE OPTIONOR. 10.1 The Optionor represents, warrants and covenants to and with the Optionee as follows: (a) The the Optionor represents is a company duly organized, validly existing and warrants in good standing under the laws of the jurisdiction of its incorporation; (b) the Optionor has full power and authority to carry on its business and covenants with to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement; (c) neither the Optionee, with the knowledge that the Optionee relies upon same in entering into execution and delivery of this Agreement, that: (i) no proceedings are pending fornor any of the agreements referred to herein or contemplated hereby, and nor the consummation of the transactions hereby contemplated conflict with, result in the breach of or accelerate the performance required by, any agreement to which it is unaware a party; (d) the execution and delivery of any basis for the institution of any proceedings leading to, its dissolution or winding up or being placed into bankruptcy; (ii) it has all requisite power and capacity, and has duly obtained all requisite authorizations and performed all requisite acts, to enter into and perform its obligations hereunder, it has duly executed and delivered this Agreement and such the agreements contemplated hereby by the Optionor will not violate or result in the breach of the laws of any jurisdiction applicable or pertaining thereto or of its constating documents; (e) this Agreement constitutes a legal, valid and binding obligation of it enforceable against it the Optionor; (f) the Property is accurately described in accordance with Schedule “A”, is in good standing under the Agreement's terms, and the entering into of this Agreement and the performance of its obligations hereunder does not and will not result in a breach of, default under or conflict with any laws of the terms and provisions of any of its constituting documents, any resolutions of its partners, any indenture, agreement or other instrument to jurisdiction in which it is a party or by which it located and is bound or the Property may be subject, or any statute, order, judgment or other law or ruling of any competent authority; (iii) subject to the paramount title of the United States, it is legally entitled to hold the Property and the Property Rights and will remain so entitled until and always to the extent such is required for the due transfer to the Optionee of its requisite interest in and to the Property pursuant to and upon the exercise of the Option; (iv) it is, and at the time of each transfer to the Optionee of an interest in and to the Property pursuant to and upon the exercise of the Option it will be, the beneficial owner of all right, title and interest in and to such transferred interest, free and clear of all liens, chargescharges and encumbrances; (g) the Optionor through its wholly owned subsidiary is the sole legal and beneficial owner of the Property Rights and has the right to enter into this Agreement and all necessary authority to transfer its interest in the Property in accordance with the terms of this Agreement; (h) no person, claims, liabilities and adverse interests of firm or corporation has any nature proprietary or kindpossessory interest in the Property other than the Optionor and/or its wholly owned subsidiary, and no taxes person, firm government or rentals are corporation is entitled to any royalty, rent or will be due in respect other payment on the Property Rights of the PropertyOptionor or its transfer to the Optionee hereunder; (vi) upon request by the Optionee, the Optionor shall deliver or cause to be delivered to the Optionee copies of all available maps and other documents and data in its possession respecting the Property and a title opinion respecting the Property, in form satisfactory to the Optionee acting reasonably; (j) the mining claims comprising the Property have been, to Optionor's best knowledge Optionor shall assume sole responsibility and belief after due inquiry, duly and validly located, granted, entered into and recorded, liability for any obligations outstanding as the case may be, pursuant to the laws of the jurisdiction in which the Property is situated and are in each case in good standing date hereof with respect to all filings, federal annual mining claims maintenance fees and notices of intent to hold recordings and other obligations and conditions required for maintenance reclamation of the Property lands comprising the Property; (k) the Optionor has completed its stock for the period stock exchange agreement so as to and including August 31, 2011, except the payment acquire all of the Nevada mining claim fees payable pursuant to NRS 517.187 issued and outstanding shares of Honglu Investment Holdings, Inc.; (l) the Optionor shall provide an initial draft of the Joint Venture Agreement for consideration by the parties hereto within forty-five (45) days of the date hereof; and (m) the Optionor has provided the Optionee with all scientific and technical data respecting the Property in the amount of $85 per claim for a total of $1,540 which is due its possession and payable on or before June 1such data is, 2011; (vi) there are neither any adverse claims or challenges against, or to the ownership or title to, any best of the mining claims comprising the Property or to the validity or enforceability of any of the mineral agreements in respect thereofOptionor’s knowledge, nor to the knowledge of the Optionor after due inquiry is there any basis therefor, accurate and there are no outstanding agreements, options or other rights and interests to acquire or purchase the Property or any portion thereof or any interest therein, and no person has any royalty or other interest whatsoever in the production from any of the mining claims comprising the Property or otherwise; or Optionor makes no representations or warranties concerning the discovery of valuable minerals within the boundaries of the mining claims which comprise the Propertycorrect. (b) The representations and warranties contained in this section are provided for the exclusive benefit of the Optionee, and a breach of any one or more thereof may be waived by the Optionee in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in this section shall survive the execution and performance of this Agreement and of any transfers, assignments, deeds or further documents or acts of the parties respecting the Property.